The estimated fair value of options granted in the period from January 1, 2012 through March 31, 2012, is measured using the Black-Scholes-Merton option pricing model using the weighted-average assumptions as follows:



Risk-free interest rate	1.56		%
Expected term (years)	7.61
Expected volatility	125.6		%
Expected dividend yield	—		%
Exercise price	$	2.47
Weighted-average fair value of options granted	$	2.29
Number of shares	1,595,000

The risk-free interest rate for periods within the life of an option is based on a blend of U.S. Treasury rates. The expected term is based on length of time until the option expires at the valuation date, which cannot exceed ten years. The expected volatility assumption used by us is based on the historical volatility of the Westwood common stock and Dial Global Class A common stock using a period equal to the expected term. The dividend yield represents the expected dividends on our common stock for the expected term of the option and we do not expect to declare any dividends during that time.

Restricted Stock Units

~~In 2010,~~On December 20, 2011, our Compensation Committee determined that ~~the~~our independent non-employee ~~non-Gores~~ directors should receive ~~annual awards~~an award of RSUs valued in an amount of ~~$35, which~~$65 for their initial year of service as directors. These awards ~~will~~ vest ~~over 2 years,~~as follows: one-twelfth (1/12) immediately and the remainder in equal one-twelfth (1/12) monthly installments beginning on December 21, 2011 and on each monthly anniversary thereafter through October 21, 2012. For the ~~anniversary of~~three months ended March 31, 2012, the ~~grant date. The awards would vest automatically upon a change~~compensation expense related to these RSUs is $49 and is included in control (as defined in the 2010 Plan) and will otherwise be governed by the terms of the 2010 Plan. RSUs granted in 2010 to employees vest over a period of 3 years. The cost of the RSUs, which is determined to be the fair market value of the shares at the date of grant, net of estimated forfeitures, is expensed ratably over the vesting period, or period to retirement eligibility (in the case of directors) if shorter.compensation costs. As of ~~September 30, 2011,~~March 31, 2012, unearned compensation cost related to RSUs is $108. Under the 2010 Plan, options, RSUs and restricted stock (once granted) are deducted from the authorized plan total, with grants of RSUs, restricted stock and related dividend equivalents being deducted at the rate of three shares for ~~non-employee non-Gores directors and employees was $581 and is expected to be recognized over a weighted-average period of 2.33 years.~~every one share granted.

~~RSU~~RSUs activity for the period ~~from January 1, 2011 to September 30, 2011~~ended March 31, 2012 is as follows:

Shares
Weighted Average Grant
Date Fair Value
Outstanding January 1, 2011 115.1
$ 9.90
Granted 22.1
$ 6.33
Converted to common stock (7.5 ) $ 7.00
Forfeited —
$ —
Outstanding September 30, 2011 129.7
$ 9.46



	Shares		Weighted-Average Grant Date Fair Value
Outstanding January 1, 2012	50,001		$	3.25
Granted	—		$	—
Conversion to Class A common shares	(15,000	)	$	3.25
Canceled, forfeited or expired	—		$	—
Outstanding end of period	35,001		$	3.25

~~On October 21, 2011, because the Merger constituted a change in control as defined under the 2010 Plan, the vesting~~

Table of ~~29.6 RSUs was accelerated~~Contents

DIAL GLOBAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(In thousands, except share and ~~were converted to common stock.~~per share amounts)

Note 12 — Restructuring and Other Charges

~~Equity-based compensation expense~~In the fourth quarter of 2011, we announced plans to restructure certain areas of our business in connection with the acquisition of Westwood (the “2011 Program”). The 2011 Program includes charges related to ~~all equity-based awards was reported as follows:~~the consolidation of certain operations that reduced our workforce levels, closed certain facilities and terminated certain contracts. These actions are expected to continue into 2012. In connection with the 2011 Program, we recorded $2,370 of costs for the three months ended March 31, 2012. As of March 31, 2012, liabilities related to restructuring charges of $2,768 are included in accrued expense and other liabilities and are expected to be paid within one year and $1,456 of non-current liabilities are included in other liabilities in the consolidated balance sheets.

Other charges of $3,525 include costs for a content agreement which we no longer utilize after March 31, 2012. The liability for this charge is included in accrued expense and other liabilities and will be paid within one year.

The restructuring and other charges identified in the consolidated financial statements for the three months ended March 31, 2012 are comprised of the following:

Three Months Ended September 30, Nine Months Ended September 30,
2011 2010 2011 2010
Corporate, general and administrative expense $ 474
$ 527
$ 1,543
$ 1,751
Income (loss) from discontinued operations ⁽¹⁾
—
263
883
920
Total equity-based compensation $ 474
$ 790
$ 2,426
$ 2,671



	Balance December 31, 2011		Additions		Cash Utilization			Non-Cash Utilization			Balance March 31, 2012
Severance	$	939	$	1,564	$	(831	)	$	—		$	1,672
Closed facilities	2,529		323		(340		)	—			2,512
Contract terminations	430		483		(539		)	(334		)	40
Total restructuring	3,898		2,370		(1,710		)	(334		)	4,224
Other charges	$	—	$	3,525	$	—		$	—		3,525
Total	$	3,898	$	5,895	$	(1,710	)	$	(334	)	$	7,749


~~(1)~~	As part of the Metro Sale Transaction, certain equity-based compensation expense was accelerated in the three months ended June 30, 2011 due to the accelerated vesting of 135.0 stock options granted to certain Metro Traffic employees in 2010.

Note 10 13 — Income Taxes

The income tax benefit from continuing operations is $7,180for the three months ended March 31, 2012 and the income tax provision from continuing operations is $740for the three months ended March 31, 2011. The income tax benefit from continuing operations for the three months ended March 31, 2012 is the result of the tax benefit from losses from continuing operations before taxes and the income tax provision for the three months ended March 31, 2011 is the result of the provision for state and local taxes (taxes that are paid in lieu of income taxes and are accounted for under ASC 740) and the tax amortization of goodwill, which is not presumed to reverse in a definite period of time and therefore, cannot be utilized to support our deferred tax assets under ASC 740.

We ~~use~~evaluate deferred tax assets for recoverability using a consistent approach which considers the ~~asset and liability method of financial accounting and reporting for income taxes. Deferred income taxes reflect the tax~~relative impact of negative and positive evidence, including historical financial performance, projections of future income, future reversals of existing taxable temporary differences, ~~between the amount of assets~~tax planning strategies and liabilities recognized for financial reporting purposes and the amounts recognized for tax purposes. We classified interest expense and penalties related to unrecognized tax benefits as income tax expense. In the nine-month period ended September 30, 2011, we recorded a net tax benefit of $508, primarily related to the release of certain state and local tax positions and settlements.any available carry-back capacity.

~~The authoritative guidance clarifies~~In assessing the ~~accounting for uncertainty in income taxes recognized in an enterprise's financial statements and prescribes a recognition threshold and measurement attribute for the recognition and measurement~~realizability of adeferred tax position taken or expected to be taken in a tax return. The evaluation of a tax position in accordance with this interpretation is a two-step process. The first step is recognition, in which the enterprise determinesassets, management considers whether it is more likely than not that either some portion or the entire deferred tax asset will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, tax-planning strategies, and available carry-back capacity in making this assessment. Based on this evidence, we have concluded it is more likely than not that we will be able to utilize the deferred tax assets as of the period ended March 31, 2012.

We also provided a tax ~~position~~provision for discontinued operations of $312for the three months ended March 31, 2011 that was the result of the tax amortization of goodwill prior to the distribution of the Digital Services business to Triton Digital.

We determined, based upon the weight of available evidence, that it is more likely than not that our tax positions will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the ~~position.~~positions. The ~~second step is measurement. A tax position that meets the more-likely-than-not recognition threshold is measured to determine the~~ amount of ~~the liability to recognize~~unrecognized benefit that we estimate will be reversed in the ~~financial statements.~~

We determined, based upon the weight of available evidence, that it is more likely than not that most of our deferred tax asset will be realized. We have taxable temporary differences that can be used as a source of income. For thenext nine months ~~ended September 30, 2011, we recorded valuation allowances of $17,292~~is $44. Substantially all our unrecognized tax benefits, if recognized, would affect the effective tax rate. We are currently under audit for ~~a deferred~~our 2008 and 2009 U.S. federal income tax asset relating to a capital loss for the Metro Sale Transaction and $281 related to a portion of our deferred tax assets related to our state net operating loss carryforward. No valuation allowance was recorded during the three or nine month periods ended September 30, 2010 or for the year ended December 31, 2010. Wereturns.

~~will continue to assess the need for changes to the valuation allowance at each future reporting period.~~

The Metro Sale Transaction resulted in an accounting gain of $19,726 and a capital loss for income tax purposes due to difference between book and tax basis in part due to a book goodwill impairment charge. We have concluded that it is more likely than not that we will not realize a benefit from this capital loss,except to the extent of the capital gain from the sale of our 24/7 formats in the third quarter of 2011. Accordingly, a full valuation allowance was recorded in the second quarter of 2011 and partially released in the third quarter of 2011. Therefore, no net tax expense/benefit was provided for the Metro Sale Transaction in the second quarter of 2011.

~~Note 11 — Accrued Expenses and Other Liabilities~~

~~Accrued expenses and other liabilities are summarized as follows:~~

September 30, 2011
December 31, 2010
Deferred revenue $ 5,199
$ 3,338
Programming and operating expense 2,880
450
Station compensation expense 2,623
3,095
Merger related expense 1,418
—
Payroll and payroll related expense 846
2,632
Deferred rent 1,175
1,174
Professional fees 502
1,138
Restructuring and special charges 226
988
Accrued interest and capital leases 163
1,200
Derivative liability (See Note 8 - Fair Value Measurements) —
1,096
Other operating expense 2,502
5,037
$ 17,534
$ 20,148

~~Note 12 — Restructuring Charges~~

In the second quarter of 2010, we announced plans to restructure certain areas of the Network Radio business (the “2010 Program”). The 2010 Program included charges related to the consolidation of certain operations that reduced our workforce levels during 2010, and additional actions to reduce our workforce as an extension of the 2008 Program. All costs related to the 2010 Program were incurred by the end of 2010 and all remaining liabilities were paid during the first half of 2011.

In the first quarter of 2011, we announced plans to restructure certain areas of the Network Radio business (the “2011 Program”). The 2011 Program included charges related to the consolidation of certain operations that will reduce our workforce levels during 2011. We recorded $1,061 of severance expense for the 2011 Program in the nine months ended September 30, 2011. We also recorded costs of $850 related to the termination of a programming agreement in the nine months ended September 30, 2011.

~~The restructuring charges included in the Consolidated Statement of Operations are comprised of the following:~~

Balance Balance
January 1, 2011 Additions Utilization September 30, 2011
Severance
2010 Program $ 130
$ —
$ (130 ) $ —
2011 Program —
1,061
(1,035 ) 26
Total severance 130
1,061
(1,165 ) 26
Contract terminations —
850
(680 ) 170
Total Restructuring $ 130
$ 1,911
$ (1,845 ) $ 196

~~Note 13 — Special Charges~~

~~The special charges line item on the Consolidated Statement of Operations is comprised of the following and is described below:~~

Three Months Ended September 30, Nine Months Ended September 30,
2011 2010 2011 2010
Merger costs $ 2,150
$ —
$ 2,150
$ —
Gores and Glendon fees 400
176
1,056
625
Corporate development costs —
297
817
906
Debt agreement costs —
847
451
1,662
Employment claim settlements —
—
—
493
Fees related to the Refinancing $ —
$ 30
$ —
$ 192
$ 2,550
$ 1,350
$ 4,474
$ 3,878

Merger costs include transactional costs related to the Merger that closed on October 21, 2011 (See Note 16 - Subsequent Events). Corporate development costs include professional fees related to the evaluation of potential business development activity including acquisitions, mergers and dispositions. Gores and Glendon fees are related to professional services rendered by various members of Gores and Glendon to us in the areas of operational improvement, tax, finance, transactions, accounting, legal and insurance/risk management. Debt agreement costs include professional fees incurred by us in connection with negotiations with our lenders to amend the debt leverage covenants in our Securities Purchase Agreement and Credit Agreement (see Note 7 - Debt). Employment claim settlements were related to employee terminations that occurred prior to 2008. Fees related to the Refinancing for 2010 were tax-consulting costs related to the finalization of the income tax treatment of the Refinancing. As of September 30, 2011, liabilities related to special charges of $30 and $463 were included in accrued expense and other liabilities and amounts payable to related parties, respectively.

~~Note 14 — Other (Income) Expense~~

During the three and nine month periods ended September 30, 2011, we recognized other income of $4,946 and $6,042, respectively, primarily from a gain of $4,908 on the sale of our 24/7 formats to Excelsior Radio Networks, LLC, a subsidiary of Verge (in the three and nine month periods ended September 30, 2011), and a gain of $1,096 from the expiration of a derivative financial instrument (in the nine month period ended September 30, 2011) (See Note 7 — Debt and Item 3. Quantitative and Qualitative Disclosures about Market Risk for additional information regarding the derivative). In the three and nine month periods ended September 31, 2010, we recognized other expense of $1,920 and 1,918, respectively, primarily from a loss of $1,920 from the mark-to-market valuation of the derivative financial instrument.

~~Note 15 — Comprehensive Income (Loss)~~

Comprehensive income (loss) reflects the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. Our comprehensive net income (loss) represents net income or loss adjusted for unrealized gains or losses on available for sale securities. Comprehensive income (loss) is as follows:

Three Months Ended September 30, Nine Months Ended September 30,
2011 2010 2011 2010
Net income (loss) $ 1,409
$ (7,239 ) $ 5,626
$ (19,380 )
Unrealized loss on marketable securities, net effect of income taxes —
(225 ) —
(126 )
Comprehensive income (loss) $ 1,409
$ (7,464 ) $ 5,626
$ (19,506 )

~~Note 16 — Subsequent Events~~

On October 21, 2011, we announced the consummation of the transactions contemplated by the Merger Agreement, dated as of July 30, 2011 (as amended, the "Merger Agreement"), by and among Westwood One, Inc., Radio Network Holdings, LLC, a Delaware corporation ("Merger Sub"), and Verge. Verge merged with and into Merger Sub, with Merger Sub continuing as the surviving company (the “Merger”). As part of the Merger, we refinanced our old debt and entered into new debt agreements that are described below.

~~New Credit Agreements~~

On October 21, 2011, in connection with the consummation of the Merger, the Company, as borrower, entered into (1) a First Lien Credit Agreement, dated as of October 21, 2011, with General Electric Capital Corporation, as administrative agent and collateral agent, ING Capital LLC, as syndication agent, and the lenders party thereto from time to time (as amended, the “New First Lien Credit Agreement”) and (2) a Second Lien Credit Agreement, dated as of October 21, 2011, with Cortland Capital Market Services LLC, as administrative agent and collateral agent, and Macquarie Capital (USA), Inc., as syndication agent, and the lenders party thereto from time to time (as amended, the “New Second Lien Credit Agreement” and, together with the New First Lien Credit Agreement, the “New Credit Agreements”). As described below, the New Credit Agreements were amended on November 7, 2011.

~~General Terms~~

The New First Lien Credit Agreement provides for (1) a term loan in an aggregate principal amount of $155,000 (the “New First Lien Term Loan Facility”), (2) a $25,000 revolving credit facility, $5,000 of which is available for letters of credit (the “New First Lien Revolving Credit Facility” and, together with the New First Lien Term Loan Facility, the “New First Lien Credit Facilities”) and (3) an uncommitted incremental facility in the amount of up to $25,000, of which $10,000 may be used to increase the amount of the New First Lien Revolving Credit Facility. The New Second Lien Credit Agreement provides for a term loan in an aggregate principal amount of $85,000 (the “New Second Lien Term Loan Facility” and, together with the New First Lien Term Loan Facility, the “New Term Loan Facilities”; the New Term Loan Facilities collectively with the New First Lien Revolving Credit Facility, the “New Credit Facilities”). Concurrently with the consummation of the Merger, the full amount of the New Term Loan Facilities was drawn, $9,600 in revolving loans were drawn, and approximately $2,020 of letters of credit were either rolled into the New First Lien Credit Facilities or issued in order to backstop existing letters of credit under Westwood One’s or Excelsior Radio Networks, LLC’s prior credit agreement, both of which were repaid as of the consummation of the Merger.

The New First Lien Revolving Credit Facility has a five-year maturity. The New First Lien Term Loan Facility also has a five-year maturity. The New Second Lien Term Loan Facility has a five-year nine-month maturity. The principal amount of the New First Lien Term Loan Facility amortizes in quarterly installments equal to 2.5% (per annum) of the original principal amount of the New First Lien Term Loan Facility payable beginning March 31, 2012 and increases by an additional 2.5% per year for the first four and three-quarter years, with the balance payable at maturity. The entire amount of the New Second Lien Term Loan Facility is payable at maturity.

Subject to certain exceptions, the New Credit Facilities are subject to mandatory prepayments in amounts equal to: (a) 100% of the net cash proceeds from certain sales or other dispositions of assets (including as a result of casualty or condemnation) by us or any of our subsidiaries in excess of a certain amount and subject to customary reinvestment provisions and certain other exceptions; (b) 100% of the net cash proceeds from issuances or incurrences of debt by us or any of our subsidiaries (other than indebtedness permitted by the New Credit Agreements); and (c) beginning with the first full fiscal year after the closing date (2012), 75% of our annual excess cash flow. Unless the lenders under the New First Lien Credit Facilities waive mandatory prepayments, no prepayments are required under the Second Lien Term Loan Facility until the New First Lien Credit Facilities have been repaid in full.

~~In connection with the Merger and pursuant to a Letter Agreement, dated as of July 30, 2011 (the “Letter Agreement~~”), by and among the Company, Gores, certain entities affiliated with Oaktree Capital Management, L.P. ("Oaktree"), and certain entities affiliated with Black Canyon Capital LLC ("Black Canyon"), we also issued $30,000 in aggregate principal amount of Senior Subordinated Unsecured PIK Notes (the “PIK Notes”) to Gores, certain entities affiliated with Oaktree, and certain entities affiliated with Black Canyon.

On November 7, 2011, we and certain of our subsidiaries entered into a (1) First Amendment to the First Lien Credit Agreement, dated as of November 7, 2011, with the lenders party thereto (the “First Lien Amendment”) and (2) First Amendment to the Second Lien Credit Agreement, dated as of November 7, 2011, with the lenders party thereto (the “Second Lien Amendment”). The First Lien Amendment modifies the First Lien Credit Agreement, dated as of October 21, 2011 (as amended, the “First Lien Credit Agreement”), by and among the Company, General Electric Capital Corporation, as the administrative agent and the collateral

agent, ING Capital LLC, as the syndication agent, and the lenders from time to time party thereto, and the Second Lien Amendment modifies the Second Lien Credit Agreement, dated as of October 21, 2011 (as amended, the “Second Lien Credit Agreement”), by and among the Company, Cortland Capital Market Services LLC, as the administrative agent and the collateral agent, Macquarie Capital (USA), Inc., as the syndication agent, and the lenders from time to time party thereto. Such amendments, among other things: (1) require us, after giving effect to any permitted acquisition under the First Lien Credit Agreement and Second Lien Credit Agreement, to (a) have liquidity of $10,000 and (b) have a consolidated leverage ratio of at least 0.25 to 1.00 less than the level otherwise required to be met for the most recently completed fiscal quarter for which financial statements have been or were required to be delivered, and (2) cap the amount of pro-forma adjustments to consolidated EBITDA that we can claim as a result of, or in connection with, a permitted acquisition at 25% of the consolidated EBITDA of the target entity.

~~Interest Rate~~

As of the closing date, at our election, the interest rate per annum applicable to the loans under the New Credit Facilities will be based on a fluctuating rate of interest determined by reference to either (1) a base rate determined by reference to the higher of (a) the rate last quoted by The Wall Street Journal as the “Prime Rate” in the United States or, if the Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in the Federal Reserve Statistical Release H.15 (519) Selected Interest Rates as the “bank prime loan” rate or if such rate is no longer quoted therein, any similar rate quoted therein (as determined by the administrative agent under the New First Lien Credit Facilities) or any similar release by the Federal Reserve Board (as determined by the administrative agent under the New First Lien Credit Facilities) in the case of the New First Lien Credit Facilities, or the prime lending rate as set forth on the British Banking Association Telerate Page 5, in the case of the Second Lien Term Loan Facility, as applicable, (b) the federal funds effective rate plus 0.50% and (c) (x) a Eurodollar rate applicable for an interest period of one month plus (y) 1.00%, in each case, plus an applicable margin or (2) a Eurodollar rate determined by reference to LIBOR, adjusted for statutory reserve requirements, plus an applicable margin. As of the closing date, the New First Lien Credit Facilities have applicable margins equal to 5.50%, in the case of base rate loans, and 6.50%, in the case of the Eurodollar rate for Eurodollar rate loans, and the New Second Lien Term Loan Facility has applicable margins equal to 10.50%, in the case of base rate loans, and 11.50%, in the case of Eurodollar rate loans. Borrowings under (a) the New First Lien Credits Facilities will be subject to a floor of 1.50% in the case of Eurodollar loans and (b) the New Second Lien Term Loan Facility will be subject to a floor of (x) 2.50% in the case of the base rate for base rate loans and (y) 1.50% in the case of the Eurodollar rate for Eurodollar loans.

Based on current rates, the annual rates of interest currently applicable to our debt are: 8.0% on the New First Lien Term Loan Facility (including the revolving credit facility) and 13.0% on the New Second Lien Term Loan Facility.

~~Covenants~~

The New Credit Agreements contain a number of customary affirmative and negative covenants that, among other things, will limit or restrict our ability and our subsidiaries' ability to: incur additional indebtedness (including guarantee obligations); incur liens; engage in mergers, consolidations, liquidations and dissolutions; sell assets; pay dividends and make other payments in respect of capital stock; make capital expenditures; make acquisitions, investments, loans and advances; pay and modify the terms of certain indebtedness; engage in certain transactions with affiliates; enter into certain speculative hedging arrangements; enter into negative pledge clauses and clauses restricting subsidiary distributions; change our lines of business; and change our accounting fiscal year, name or jurisdiction of organization. The affirmative and negative covenants in the New Second Lien Credit Agreement are substantially similar to the New First Lien Credit Agreement, with customary cushions and setbacks.

In addition, under the New Credit Agreements, the Company will be required to maintain a specified minimum consolidated interest coverage ratio and not exceed a specified maximum consolidated leverage ratio as follows.



~~QUARTER ENDING~~	~~MINIMUM CONSOLIDATED INTEREST COVERAGE RATIO~~	~~MAXIMUM CONSOLIDATED LEVERAGE RATIO~~
~~December 31, 2011~~	-	-
~~March 31, 2012~~	~~2.00 to 1~~	~~5.10 to 1~~
~~June 30, 2012~~	~~1.85 to 1~~	~~5.65 to 1~~
~~September 30, 2012~~	~~1.95 to 1~~	~~5.25 to 1~~
~~December 31, 2012~~	~~2.00 to 1~~	~~4.95 to 1~~
~~March 31, 2013~~	~~2.15 to 1~~	~~4.50 to 1~~
~~June 30, 2013~~	~~2.20 to 1~~	~~4.40 to 1~~
~~September 30, 2013~~	~~2.30 to 1~~	~~4.30 to 1~~
~~December 31, 2013~~	~~2.30 to 1~~	~~4.25 to 1~~
~~March 31, 2014~~	~~2.35 to 1~~	~~3.95 to 1~~
~~June 30, 2014~~	~~2.35 to 1~~	~~3.90 to 1~~
~~September 30, 2014~~	~~2.40 to 1~~	~~3.80 to 1~~
~~December 31, 2014~~	~~2.40 to 1~~	~~3.75 to 1~~
~~March 31, 2015~~	~~2.40 to 1~~	~~3.40 to 1~~
~~June 30, 2015~~	~~2.45 to 1~~	~~3.30 to 1~~
~~September 30, 2015~~	~~2.50 to 1~~	~~3.20 to 1~~
~~December 31, 2015~~	~~2.55 to 1~~	~~3.10 to 1~~
~~March 31, 2016~~	~~2.60 to 1~~	~~2.75 to 1~~
~~June 30, 2016~~	~~2.70 to 1~~	~~2.65 to 1~~
~~September 30, 2016~~	~~2.80 to 1~~	~~2.55 to 1~~
~~December 31, 2016~~	~~2.90 to 1~~	~~2.45 to 1~~

~~Events of Default~~

The New Credit Agreements contain customary events of default, including nonpayment of principal, interest, fees or other amounts; material inaccuracy of a representation or warranty when made; violation of the other covenants set forth in the New First Lien Credit Agreement or the New Second Lien Credit Agreement, as applicable; cross-default to material indebtedness; bankruptcy events; material unsatisfied judgments; actual or asserted invalidity of any guarantee, security document or subordination provisions; non-perfection of the security interest on a material portion of the collateral; and change of control. The events of default in the New Second Lien Credit Agreement are substantially similar to the New First Lien Credit Agreement, with customary cushions and setbacks. If an event of default occurs and is continuing, the lenders may accelerate amounts due under the New Credit Agreements and exercise other rights and remedies.

~~Guaranty Agreements~~

In connection with the New First Lien Credit Facilities, we and certain of our subsidiaries (the “Subsidiary Guarantors”) entered into a Guaranty and Security Agreement (the “First Lien Guaranty and Security Agreement”), dated as of October 21, 2011, in favor of General Electric Capital Corporation as administrative agent and collateral agent. Upon the consummation of the Merger, pursuant to the First Lien Guaranty and Security Agreement, the Subsidiary Guarantors guaranteed amounts borrowed under the New First Lien Credit Facilities. Additionally, amounts borrowed under the New First Lien Credit Facilities and any swap agreements and cash management arrangements provided by any lender party to the New First Lien Credit Facilities or any of its affiliates are secured on a first priority basis by a perfected security interest in substantially all of our and each guarantor’s tangible and intangible assets (subject to certain exceptions). In connection with the New Second Lien Term Loan Facility, we and the Subsidiary Guarantors entered into a Guaranty and Security Agreement (the “Second Lien Guaranty and Security Agreement”), dated as of October 21, 2011, in favor of Cortland Capital Market Services LLC, as administrative agent and collateral agent. The terms of the Second Lien Guaranty and Security Agreement, the guaranty therein, and the second priority security interest granted thereby, are substantially similar to the terms of the First Lien Guaranty and Security Agreement, each of which are subject to the terms of an intercreditor agreement between General Electric Capital Corporation, ING Capital LLC, Cortland Capital Market

~~Services LLC, the Company and its subsidiaries who are guarantors.~~

~~Amendment to Merger Agreement~~

On October 21, 2011, we, Merger Sub and Verge entered in a letter agreement (the “Merger Agreement Amendment”) to amend the definitions of certain terms contained in the Merger Agreement. Pursuant to the terms of such amendment, the parties agreed that in lieu of the surviving company reimbursing Westwood and Verge for transactional expenses each paid and incurred prior to the closing of the Merger, such prepaid expenses would instead be included in the calculation of Net Indebtedness (as such term is defined in the Merger Agreement). Under the terms of the amendment, the parties also agreed to amend the definition of Net Indebtedness to reflect the foregoing and to schedule certain prepaid expenses paid by each party that would be excluded from the calculation of Net Indebtedness.

~~Amendment to Indemnity and Contribution Agreement~~

We, Gores, Verge and Triton Media Group, LLC ("Triton") previously entered into an Indemnity and Contribution Agreement, dated as of July 30, 2011 (the “Original Indemnity and Contribution Agreement "). On October 21, 2011, we, Gores, Verge and Triton entered in Amendment No. 1 to the Indemnity and Contribution Agreement (the “Indemnity and Contribution Agreement Amendment") to state that any payment included in the calculation of Net Indebtedness (as such term is defined in the Merger Agreement) to the extent such resulted in an increase in the Indebtedness of Westwood would be excluded from the definition of Covered Payments for which Gores would otherwise have had a reimbursement obligation to Dial Global shareholders.

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

(In thousands, except share and per share amounts)

~~EXECUTIVE~~ OVERVIEW

On October 21, 2011, we announced the consummation of the transactions contemplated by the Merger Agreement, dated as of July 30, 2011 (as amended, the "Merger Agreement"), by and among Westwood One, Inc., Radio Network Holdings, LLC, a Delaware corporation (since renamed Verge Media Companies, LLC) and the Merger Sub, and Verge . Verge merged with and into Merger Sub, with Merger Sub continuing as the surviving company (the “Merger”). The description of our businesses below is as of September 30, 2011, before the Merger was consummated.

The following discussion should be read in conjunction with our unaudited condensed consolidated financial statements and notes thereto included elsewhere in this report and the annual audited consolidated financial statements and notes thereto included in our ~~Current~~Annual Report on Form ~~8-K dated August~~10-K filed on March 30, 2012 for the year ended December 31, 2011 ~~and filed with the SEC on September 6,~~ ("2011 ~~to update our 2010~~ Form ~~10-K and retrospectively present our Metro Traffic business (“Metro”~~10-K").

We are organized as a ~~discontinued operation. The financial statements included herein do not incorporate the results of Verge, as~~single business segment, which is our ~~Merger did not close until after the end of the third quarter.~~

As described in more detail under Note 2 - Discontinued Operations, on April 29, 2011, we sold our Metro Traffic business to an affiliate of Clear Channel ("Metro Sale Transaction"). For all periods presented in this report, the results of the Metro Traffic Business are presented as a discontinued operation and will be presented as discontinued operations in all future filings in accordance with generally accepted accounting principles in the United States.

Radio business. We are ~~a provider of~~an independent, full-service network radio company that distributes, produces, and/or syndicates programming ~~providing~~and services to more than ~~5,000~~8,500 radio stations ~~with~~nationwide. We produce and/or distribute over ~~150~~200 news, sports, music, talk ~~music~~ and entertainment radio programs, ~~features, live events~~services and digital content reaching over 135 million people weekly. We exchange our content with radio stations for commercial airtime, which we then sell to local, regional and national advertisers. By aggregating and packaging commercial airtime across radio stations nationwide, we offer our advertising customers a cost-effective way to reach a broad audience,applications, as well as audio content from live events, turn-key music formats (the 24/7 Radio Formats), prep services, jingles and imaging. In addition, we are as the largest sales representative for independent third party providers of audio content. We have no operations outside the United States, but sell to ~~target their audience on a demographic and geographic basis.~~customers outside of the United States.

~~Our goal is to maximize the yield of our available commercial airtime to optimize revenue and profitability.~~ We derive substantially all of our revenue from the sale of 30 and 60 ~~seconds and 30 seconds~~second commercial airtime to advertisers. Our advertisers ~~who~~that target national audiences generally find that a cost effective way to reach their target consumers is to purchase ~~longer~~ 30 or 60 second advertisements, which are principally broadcast in our formats, news, talk, sports, music and entertainment related programming and content. In addition in exchange for services we receive airtime from radio stations.

~~There are~~We produce and distribute regularly scheduled and special sporting events and sports features, news programs, exclusive live events, music and interview shows, national music countdowns, lifestyle short features and talk programs.

Our revenue is influenced by a variety of factors, ~~that influence our revenue on a periodic basis,~~ including but not limited to: (1) economic conditions and the relative strength or weakness in the United States economy; (2) advertiser spending patterns, the timing of the broadcasting of our programming, principally the seasonal nature of sports programming and the perceived quality and cost-effectiveness of our programming by advertisers and affiliates; (3) advertiser demand on a local/regional or national basis for ~~radio-related~~radio related advertising products; (4) increases or decreases in our portfolio of program offerings and the audiences of our programs, including changes in the demographic composition of our audience base; ~~(5) increases or decreases in the size of our advertising sales force;~~ and ~~(6)~~(5) competitive and alternative programs and advertising mediums.

~~Our commercial airtime is perishable and, accordingly, our revenue is significantly impacted by the commercial airtime available at the time we enter into an arrangement with an advertiser.~~ Commercial airtime is sold and managed on an order-by-order basis; therefore, our ability to specifically isolate the relative historical aggregate impact of price and volume is not practical. We closely monitor advertiser commitments for the current calendar year, with particular emphasis placed on the annual upfront process, where advertisers make significant advance commitments to purchase advertising in the following year.basis. We take the following factors, among others, into account when pricing commercial airtime: (1) ~~the dollar value,~~ length and breadth of the order; (2) the desired reach and audience demographic; (3) the quantity of commercial airtime available for the desired demographic requested by the advertiser for sale at the time their order is negotiated; and (4) the proximity of the date of the order placement to the desired broadcast date of the commercial airtime.

Our revenue consists of gross billings, net of the fees (generally 15% is industry-standard) that advertising agencies receive from the advertisements broadcast on our airtime, fees to the producers of and stations that own the programming during which the advertisements are broadcast, and certain other less significant fees. Revenue from radio advertising is recognized when the advertising has aired. Revenue generated from charging fees to radio stations and networks for music libraries, audio production elements, and jingle production services are recognized upon delivery or on a straight-line basis over the term of the contract, depending on the terms of the respective contracts. Our revenue reflects a degree of seasonality, with the first and fourth quarters historically exhibiting higher revenue as a result of our professional football and college basketball programming.

In those instances where we function as the principal in the transaction, the revenue and associated operating costs are presented on a gross basis. In those instances where we function as an agent or sales representative, our effective commission is presented within revenue. Although no individual relationship is significant, the relative mix of such arrangements is significant when evaluating our operating margin and/or increases and decreases in operating expenses.

The principal components of our cost of revenue are programming, production and distribution costs (including affiliate compensation and broadcast rights fees), as well as compensation costs directly related to our revenue.

Our significant other operating expenses are rental of premises for office facilities and studios, promotional expenses, research, and accounting and legal fees. Depreciation and amortization is shown as a separate line item in our financial statements.

Our compensation costs consist of compensation expenses associated with our personnel who are not associated with the cost of revenue, including our corporate staff and all stock-based compensation related to stock option awards and RSUs. Stock-based compensation is recognized using a straight-line basis over the requisite service period for the entire award.

2519

~~Results~~Transaction costs include one-time expenses associated with the merger with Westwood One, Inc. (the "Merger") on October 21, 2011 (see below for additional details). Restructuring charges include the costs related to the restructuring program we announced in the fourth quarter of ~~Operations~~2011 ("2011 Program") that includes the consolidation of certain operations that reduced our workforce levels, the termination of certain contracts and the assumption of Westwood's restructuring program liabilities related to closed facilities from its former Metro Traffic business.

We have one operating segment, Network Radio. We evaluate performance using revenue and Adjusted EBITDA as the primary measure of profit and loss for our operating segment. Adjusted EBITDA is defined as operating income adjusted for the following: (1) plus depreciation, amortization and other non-cash losses, charges or expenses (including impairment of intangible assets and goodwill); (2) minus any “extraordinary,” “unusual,” “special” or “non-recurring” earnings or gains or plus any “extraordinary,” “unusual,” “special” or “non-recurring” losses, charges or expenses; (3) plus restructuring expenses or charges; and (4) plus non-cash compensation recorded from grants of stock appreciation or similar rights, stock options, restricted stock or other rights. We believe the presentation of Adjusted EBITDA is relevant and useful for investors because it allows investors to view segment performance in a manner similar to the primary method used by our management and enhances their ability to understand our operating performance.

RESULTS OF OPERATIONS

Presentation of Results

On October 21, 2011, we announced the consummation of the Merger contemplated by the Merger Agreement, by and among Westwood, Radio Network Holdings, LLC, a Delaware corporation (since renamed Verge Media Companies LLC), and Verge. The Merger is accounted for as a reverse acquisition of Westwood by Verge under the acquisition method of accounting in conformity with the FASB ASC - 805 Business Combinations. Under this guidance, the transaction has been recorded as the acquisition of Westwood by the Company. The preliminary purchase accounting allocations have been recorded in the consolidated financial statements appearing in this report as of, and for the period subsequent to, the Merger Date. The valuation of the net assets acquired and allocation of the consideration transferred will be finalized within a year of the Merger Date (see Note 3 — Acquisition of Westwood One, Inc. for a summary of changes in the first three months of 2012). As a result of the Merger, Westwood's results are included in the consolidated results for the first three months of 2012, but are not included in the consolidated results for the first three months of 2011 in accordance with generally accepted accounting principles in the United States.

In ~~Network Radio,~~the fourth quarter of 2011, we announced the 2011 Program to restructure certain areas of our business ~~strategy is focused~~in connection with the acquisition of Westwood. The 2011 Program includes charges related to the consolidation of certain facilities and operations that reduced our workforce levels during 2011 and 2012. Payments related to the 2011 Program during the next year are expected to be $2,768, with an additional $1,456 to be paid in subsequent years until 2018.

On July 29, 2011, the then Board of Directors of Verge (pre-Merger) approved a spin-off of the Digital Services business to Triton Media LLC ("Triton"). For all periods presented in this report, the results of the Digital Services business are presented as a discontinued operation and will continue to be presented as discontinued operations in all future filings in accordance with generally accepted accounting principles in the United States.

We evaluate our performance based on ~~delivering the best sports, talk, music~~revenue and ~~entertainment programming,~~operating income (as described below). Westwood's former operations and financial information were integrated and as ~~well as key services, to affiliate and advertising customers. The goal~~a result of this ~~strategy is~~integration, we no longer have financial information to ~~generate~~clearly determine the impact of Westwood's former operations to revenue, by providing our customers with content and solutions that help them reach and attract their desired customers in the marketplace. To that end, in late 2010 and early 2011 we renewed key programs and partnerships, including our multi-year partnership with the National Football League (NFL) to continue as its primetime partner in Network Radio, including with respect to the NFL playoff games and Super Bowl and our long-standing partnership with the NCAA to be the exclusive Network Radio provider for the NCAA Men's Basketball Championship Tournament.

Our Network Radio content covers several categories and formats, including national news, sports, music, entertainment, and talk radio. In national news and sports, we distribute nationally-branded programs such as CBS Radio News, CNN Radio News, NBC Radio News, and major high-profile sporting events, including the NFL, NCAA football and basketball games and the Winter Olympic Games in 2010. Our Network business features shows that we produce with popular personalities including Dennis Miller, Dr. Oz, Charles Osgood and Billy Bush. We also broadcast signature award shows in the music industry including the Grammy Awards and the Academycost of Country Music (ACM) Awards, both of whom we recently renewed our partnerships. Our music and entertainment programming includes concert broadcasts and countdown shows, including Country Music Countdown and CMT Radio Live in partnership with MTV. Our Network Radio business nationally syndicates proprietary and licensed content to radio stations, enabling them to meet their programming needs on a cost-effective basis. We generate revenue ~~from the sale of 30 and 60 second commercial airtime, often embedded in our programming that we bundle and sell to advertisers who want to reach a national audience across numerous radio stations.~~or operating expenses.

Three Months Ended ~~September 30, 2011~~March 31, 2012 Compared ~~With~~with the Three Months Ended ~~September 30, 2010~~March 31, 2011

Revenue, Cost of Revenue and Gross Profit

Revenue, cost of revenue and gross profit for the three months ended March 31, 2012 and 2011, respectively, are as follows:



	Three Months Ended March 31,
	2012			2011			Change		Percent
Revenue	$	68,286		$	20,077		$	48,209	240.1	%
Cost of revenue	50,583			9,679			40,904		422.6	%
Gross profit	$	17,703		$	10,398		$	7,305	70.3	%
Gross margin	25.9		%	51.8		%

For the three months ~~ending September 30, 2011,~~ended March 31, 2012, revenue ~~was $40,878~~increased $48,209, or 240.1%, to $68,286 compared ~~to $44,224~~with $20,077 for the ~~comparable period~~three months ended March 31, 2011. The increase is primarily the result of an increase in ~~2010, a decrease~~advertising revenue from the acquisition of ~~7.6%~~Westwood.

For the three months ended March 31, 2012, cost of revenue increased $40,904, or ~~$3,346.~~422.6%, to $50,583 compared with $9,679 for the three months ended March 31, 2011. The ~~decrease~~increase in cost of revenue ~~resulted~~for the three months ended March 31, 2012 were from ~~decreased barter~~increases in expenses for broadcast rights of $13,901, station compensation of $9,769, revenue sharing of ~~approximately $2,300 from NFL related programs (which we believe will be utilized in the fourth quarter instead~~$6,215, news content of $5,107, employee compensation of $3,212, and costs associated with talent, contractors and production of $2,292. These increases are primarily a result of the ~~third quarter~~acquisition of Westwood.

For the three months ended March 31, 2012, gross profit increased $7,305, or 70.3%, to $17,703 compared with $10,398 for the three months ended March 31, 2011. The increase is primarily due to the ~~NFL lock-out)~~acquisition of Westwood which increased our revenue and cost of revenue.

Our gross margin declined from 51.8%for the three months ended March 31, 2011, to 25.9%for the three months ended March 31, 2012 primarily as a result of the Westwood acquisition. Prior to the acquisition of Westwood, our mix of business was almost equally split between being an agent and a principal. After the acquisition, our mix of business shifted towards being more of a principal as a result of Westwood's business. In those instances where we function as the principal, the revenue and associated operating costs are presented on a gross basis which results in a lower ~~sports advertising~~gross margin. In those instances where we function as an agent, our effective commission is presented within net revenue which results in a higher gross margin.

Compensation Costs

Compensation costs increased $4,481 to $8,057for the three months ended March 31, 2012 compared to $3,576 for to the same period in 2011, primarily due to the additional employees assumed as part of ~~$1,331~~our acquisition of Westwood and stock-based compensation expense of $1,675 for the three months ended March 31, 2012.

Other Operating Costs

Other operating costs for the three months ended March 31, 2012 increased $3,393, or 81.8% to $7,540 from $4,147 for the three months ended March 31, 2011. The increase is the result of higher travel-related costs of $1,032, professional fees primarily related to integration activities (primarily accounting, legal and technology) of $1,007, research fees of $960, facility costs (including rent, repairs, and communications) of $652, all primarily resulting from ~~NFL related programs)~~our acquisition of Westwood, and greater bad debt expense of $230. These increases were partially offset by the absence in 2012 of ~~$713 of licensing fees~~the $660 license fee related to the 24/7 ~~formats which were sold~~Formats business that we purchased in July 2011 to Excelsior Radio Networks, LLC ("Excelsior"), a subsidiary of Verge. These were partially offset by increased advertising revenue in our network news programming of $753 and talk and entertainment programs of $344.

~~Operating Costs~~

~~Operating costs for the three months ended September 30, 2011 and 2010 are as follows:~~

Favorable / (Unfavorable)
2011 2010 $ Amount %
Programming and operating $ 18,804
$ 20,766
$ 1,962
9.4 %
Station compensation 12,708
11,906
(802 ) (6.7 )%
Payroll and payroll related 5,177
5,365
188
3.5 %
Other operating expenses 2,539
3,573
1,034
28.9 %
$ 39,228
$ 41,610
$ 2,382
5.7 %

~~Operating costs decreased $2,382, or 5.7~~2011.%, ~~to $39,228~~ ~~in the third quarter of 2011 from $41,610~~ ~~in the third quarter of 2010. The decrease in operating costs is a result of decreased broadcast rights costs of $1,739 related to the NFL lock-out (included in~~

programming and operating) and lower facility expenses of $615, insurance expense of $367 and promotion and travel expenses of $283 (included in other operating expenses). This was partially offset by higher station compensation of $802 and higher bad debt expense of $304 (included in other operating expenses).

Depreciation and Amortization

Depreciation and amortization increased ~~$210,~~$3,095, or ~~14.3%~~91.7%, to $~~1,677~~$6,470for the three months ended March 31, 2012 infrom $3,375 for the ~~third quarter~~comparable period of ~~2011 from $1,467~~ ~~in the third quarter of 2010.~~2011. The increase is primarily attributable to the ~~absence in 2011~~amortization expense of ~~$302 for amortization~~Westwood's purchase accounting intangible assets of ~~unfavorable contracts that were recorded~~$2,738 and higher depreciation expense of $463, primarily as a result of the April 23, 2009 recapitalization and refinancing (and fully amortized by the end of 2010) and our application of “push down” acquisition accounting, partially offset by decreased depreciation of $93.

~~Corporate General and Administrative Expenses~~

~~Corporate, general and administrative expenses decreased $152, or 7.3%, to $1,931~~ ~~for the three months ending September 30, 2011 compared to $2,083~~ ~~for the three months ending September 30, 2010. The decrease is principally due to the decreases in payroll and related costs of $456, partially offset by higher stock-based compensation of $196.~~Westwood acquisition.

Restructuring and Other Charges

~~During~~For the three months ~~ending September 30, 2011,~~ended March 31, 2012, we recorded $~~137~~ ~~in restructuring charges for severance in connection with the 2011 Program. During the three months ending September 30, 2010, we recorded~~ $842,370 for restructuring charges related to ~~severance for~~ the ~~2010 Program.~~

~~Special Charges~~

~~We incurred special~~2011 Program and other charges ~~aggregating $~~of ~~2,550~~$3,525 ~~and $~~in connection with a content agreement which we no longer utilize after March 31, 2012. The restructuring charges include costs associated with the reduction in our workforce levels of ~~1,350~~$1,564 for the three months ended September 30, 2011 and 2010, respectively. Special charges in the third quarter of 2011 increased $1,200 compared to the third quarter of 2010 as a result of higher Merger-related, contract termination costs of ~~$2,150~~$483, and ~~increased Gores fees of $224. These increases were partially offset by lower charges for debt amendment~~ costs of ~~$847 and costs for corporate development of $297.~~$323 related to closed Westwood facilities.

Operating Loss

The operating loss for the three months ended ~~September 30, 2011~~March 31, 2012 is $10,259, an increased ~~$2,275~~loss of $9,559, compared to ~~$4,645 from $2,370~~an operating loss of $700 for the comparable period ~~in 2010. This~~of 2011. The increase in ~~the~~operating loss is ~~primarily attributable to lower revenue~~the result of ~~$3,346, higher special charges related to the Merger~~increases in compensation costs of ~~$2,150 and higher~~$4,481, other operating costs of $3,393, depreciation and amortization of ~~$210, partially offset by decreased operating costs~~$3,095, and restructuring and other charges of ~~$2,382 and lower debt amendment costs of $847.~~

~~Adjusted EBITDA~~

We use revenue and Adjusted EBITDA as the primary measure of profit and loss for our operating segment. We believe the presentation of Adjusted EBITDA is relevant and useful for investors because it allows investors to view performance in a manner similar to the primary method used by our management and enhances their ability to understand our operating performance.

~~Adjusted EBITDA for the three months ended September 30, 2011 and 2010 is as follows:~~

2011 2010 Change
Operating loss $ (4,645 ) $ (2,370 ) $ (2,275 )
Depreciation and amortization 1,677
1,467
210
Restructuring charges 137
84
53
Special charges and other 2,550
1,350
1,200
Stock-based compensation (continuing operations) 474
527
(53 )
Adjusted EBITDA $ 193
$ 1,058
$ (865 )

Adjusted EBITDA decreased by $865 to $193 for the three months ended September 30, 2011 compared to income of $1,058 for the comparable period in 2010. The decrease in Adjusted EBITDA was primarily due to decreased revenue of $3,346 (of which $2,300 was decreased barter revenue related to NFL programs), higher station compensation of $802 and higher other operating costs for bad debt expense of $304. The decrease was partially offset by lower operating costs for broadcast rights expense of $1,739, lower costs for facility expense of $615, insurance expense of $367 and promotion and travel expense of $283.

~~Interest Expense~~

~~Interest expense decreased $1,172, or 55.9%, to $923~~$5,895 ~~in the third quarter of 2011 from $2,095~~ in the third quarter of 2010, reflecting lower amendment fees related to the Senior Notes of $748 and lower interest expense of $116 on the Credit Facility as a result of a lower average outstanding balance. Interest expense included in discontinued operations of $3,727 for the three months ended September 30, 2010, was related to the Senior Notes repaid in connection with the Metro Sale Transaction.

~~Other Income (Expense)~~

Other income in the third quarter of 2011 was $4,946, primarily from the $4,908 gain from the sale of our 24/7 formats. Other expense in the third quarter of 2010 was $1,920 which represents the fair market value adjustment related to the Gores $10,000 equity commitment. Such commitment constituted an embedded derivative and was valued in our third quarter 2010 financial statements in accordance with derivative accounting.

~~Income Tax Expense (Benefit)~~

Income tax expense in the third quarter of 2011 was $60 compared with a tax benefit of $(1,917) in the third quarter of 2010. Our effective tax rate for the quarter ended September 30, 2011 was approximately (9.6)% as compared to 30.0% for the comparable period in 2010. The higher income tax expense in 2011 compared to a benefit in 2010 and the change in the tax rate is primarily the result of an adjustment to the tax provision for prior quarters tax expense of $457. The higher income tax expense is also a result of a significantly lower pre-tax loss of $5,763 in 2011, primarily from the gain on sales our 24/7 networks of $4,908 and lower interest expense of $1,172.

~~Net Loss from Continuing Operations~~

Our net loss from continuing operations for the third quarter of 2011 decreased $3,786 to $682 from a net loss from continuing operations of $4,468 in the third quarter of 2010, which is primarily attributable to the 2011 gain on the sale of our 24/7 formats of $4,908, lower interest expense of $1,172 and the absence of the 2010 other expense related to the Gores $10,000 equity commitment of $1,920, partially offset by a higher income tax expense of $1,977. Net loss per share from continuing operations for basic and diluted shares was $(0.03) in the third quarter of 2011, compared with net loss per share from continuing operations for basic and diluted of $(0.21) in the third quarter of 2010. Weighted average shares outstanding were higher in the third quarter of 2011 compared to the third quarter of 2010 primarily due to the issuance to Gores of 769,231 common shares in September 2010 and 1,186,240 common shares in February 2011.

~~Income (Loss) from Discontinued Operations~~

Income from discontinued operations for Metro Traffic for the third quarter of 2011of $1,678 included a tax benefit of $1,642 related to capital gain offsets related to the sale of assets. This compared to a loss of $2,771 in the third quarter of 2010. The decrease in the loss is primarily from lower interest expense of $3,727 as a result of the repayment of the Senior Notes (excluding those held by Gores) on April 29, 2011 as part of the Metro Sale Transaction and the absence of the Metro operations in the 2011 results and the absence of the 2010 losses from operations of $743.

~~Gain on Metro Sale Transaction~~

We recorded an adjustment to the gain on the Metro Sale Transaction of $413 in the third quarter of 2011 related to certain employee- related benefit expenses. The Metro Sale Transaction resulted in a capital loss for income tax purposes due to the difference between book and tax basis in part due to a book goodwill impairment charge. In the third quarter we updated our analysis of our ability to utilize these losses in connection with the sale of the 24/7 formats. We do not expect to utilize any of the remaining losses as of September 30, 2011.

~~Net Income (Loss)~~

Our net income for the third quarter of 2011 increased $8,648 to $1,409 from a net loss of $7,239 in the third quarter of 2010, which is primarily attributable to higher income from continuing operations of $3,786 and a lower loss from discontinued operations of $4,449. Net income per share for basic and diluted shares was $0.06 in the third quarter of 2011, compared with net loss per share for basic and diluted of $(0.35) in the third quarter of 2010.

~~Nine Months Ended September 30, 2011 Compared With Nine Months Ended September 30, 2010~~

~~Revenue~~

~~For the nine months ending September 30, 2011, revenue decreased $6,463, or 4.6%~~, ~~to $133,372 compared with $139,835~~for the nine months ending September 30, 2010. The decrease in revenue resulted from lower sports advertising of $4,596 (primarily from NFL related programs, the absence of the Olympics and NCAA basketball), decreased barter revenue from NFL related programs of approximately $2,300, (which we believe will be utilized in the fourth quarter instead of the third quarter due to the NFL lock-out) and the absence of $713 of licensing fees related to the 24/7 formats which were sold in July 2011. These were partially offset by increased advertising revenue in our network news programming of $1,227 and music programs of $554.

~~Operating Costs~~

~~Operating costs for the nine months ended September 30, 2011 and 2010 are as follows:~~

Favorable / (Unfavorable)
2011 2010 $ Amount %
Programming and operating $ 68,371
$ 67,028
$ (1,343 ) (2.0 )%
Station compensation 37,951
34,729
(3,222 ) (9.3 )%
Payroll and payroll related 15,938
16,535
597
3.6 %
Other operating expenses 11,712
12,046
334
2.8 %
$ 133,972
$ 130,338
$ (3,634 ) (2.8 )%

~~Operating costs increased $3,634, or 2.8~~%, to $133,972 in the nine months ended September 30, 2011 from $130,338 in the nine months ended September 30, 2010. The increase in operating costs is a result of increased station compensation of $3,222, higher broadcast rights costs of $2,220, bad debt expense of $911 and computer services of $295. This was partially offset by a decrease in facilities expenses of $1,039 (included in other operating expense), lower payroll and related expenses of $597 and lower distribution costs of $456 (included in programming and operating).

~~Depreciation and Amortization~~

Depreciation and amortization increased $757, or 17.6%, to $5,070 in the first nine months of 2011 from $4,313 in the first nine months of 2010. The increase is primarily attributable to the absence in 2011 of $809 for amortization from unfavorable contracts that were recorded as a result of the April 23, 2009 recapitalization and refinancing (and fully amortized by the end of 2010).

~~Corporate General and Administrative Expenses~~

Corporate, general and administrative expenses decreased $1,650, or 20.0%, to $6,604 for the nine months ending September 30, 2011 compared to $8,254 for the nine months ending September 30, 2010. The decrease is principally due to the decreases in payroll and related costs of $1,066 and accounting and audit fees of $998, partially offset by an increase in ~~insurance and related costs~~gross profits of ~~$214 and legal fees of $280.~~$7,305.

~~Restructuring Charges~~Interest Expense, Net

~~During~~Interest expense, net for the ~~nine~~three months ending September 30, 2011 and 2010, we recorded $1,911 and $243, respectively, for restructuring charges. For the 2011 period, restructuring charges included $850 related to the termination of a programming agreement and $1,061 for severance costs related to the 2011 Program. For the 2010 period, the costs incurred were for severance of $243.

~~Special Charges~~

~~We incurred special charges aggregating $4,474 and $3,878 in the first nine months of 2011 and 2010, respectively. Special charges in the first nine months of 2011 increased $596~~ended March 31, 2012, is $9,065, compared to $5,309 for the ~~first nine~~three months ended March 31, 2011, an increase of ~~2010~~$3,756, primarily from higher interest expense on higher levels of debt (approximately $77,400) incurred as a result of ~~higher Merger-related costs of $2,150 and increased Gores fees of $431. These increases were partially offset by lower debt amendment costs of $1,211, absence of~~ the ~~2010 charge for an employment claim settlement of $493, fees related to the the April 23, 2009 recapitalization and refinancing of $192 and costs for corporate development of $89.~~Merger.

Preferred Stock Dividend

For the three months ended March 31, 2012, we recognized an expense of $221 for the accrued Series A Preferred Stock dividends.

Provision for Income Taxes

Income tax benefit from continuing operations for the three months ended March 31, 2012 is $7,180, compared to an income tax

2921

~~Operating Loss~~

~~The operating loss~~provision for continuing operations of $740 for the ~~nine months~~year ended ~~September 30,~~March 31, 2011 increased to $18,659 from $7,191 for the comparable period in 2010. This increased loss is primarily attributable to lower revenue of $6,463, increased operating costs of $3,634 and increased restructuring costs of $1,668, partially offset by lower corporate expense of $1,650.

~~Adjusted EBITDA~~

~~Adjusted EBITDA for the nine months ended September 30, 2011 and 2010 are as follows:~~

2011 2010 Change
Operating loss $ (18,659 ) $ (7,191 ) $ (11,468 )
Depreciation and amortization 5,070
4,313
757
Restructuring charges 1,911
243
1,668
Special charges and other (1) 4,474
4,474
—
Stock-based compensation (continuing operations) 1,543
1,751
(208 )
Adjusted EBITDA $ (5,661 ) $ 3,590
$ (9,251 )


~~(1)~~	~~Special charges and other includes expense of $596 are classified as general and administrative expense on the Statement of Operations for the nine month period ended September 30, 2010.~~

~~Adjusted EBITDA (loss) increased by $9,251 to a loss of $(5,661) in 2011 compared to income of $3,590 in 2010.~~. The increase in Adjusted EBITDA (loss) was primarily due to decreases in revenue of $6,463 (which included $2,300 of decreased barter revenue related to NFL programs), as described above, and increases in operating costs for station compensation expense of $3,222, broadcast rights expense of $2,220 (which included $2,372 of non-cash broadcast rights related to a new sports programming agreement), bad debt expense of $911 and computer services expense of $295, partially offset by lower distribution expense of $456.

~~Interest Expense~~

Interest expense decreased $1,831, or 34.3%, to $3,512 in the first nine months of 2011 from $5,343 in the first nine months of 2010, reflecting lower amendment fees related to the Senior Notes of $1,496. Interest expense included in the loss from discontinued operations of $5,000 and $11,848 for the nine months ended September 30, 2011 and 2010, respectively, is related to the Senior Notes that were repaid in connection with the Metro Sale Transaction.

~~Other Income (Expense)~~

Other income in the first nine months of 2011 was $6,042, which included $4,908 for a gain from the sale of our 24/7 formats and $1,096 for the fair market value adjustment related to the Gores $10,000 equity commitment. Such commitment constituted an embedded derivative and expired on February 28, 2011, the date Gores satisfied the $10,000 Gores equity commitment (see Note 7 - Debt). Other (expense) in the first nine months of 2010 was $(1,920), which represented the fair market value adjustment related to the Gores $10,000 equity commitment.

~~Income Tax Benefit~~

Income tax benefit in the first nine months of 2011 was $6,908 compared with a tax benefit of $5,816 in the first nine months of 2010. Our effective tax rate for the nine months ended September 30, 2011 was approximately 42.8% as compared to 40.2% for the comparable period in 2010. The higher2012 income tax benefit ~~in 2011~~from continuing operations is primarily the result of ~~higher pre-tax~~the increase in our 2012 losses ~~excluding~~from continuing operations before taxes of $13,536. The 2011 tax provision is the ~~gain on sale~~result of ~~assets, and the net tax benefit of $508 related primarily to the release of certain~~our provision for state and local taxes and the tax ~~positions and settlements, partially offset by the 2011 valuation allowance~~amortization of ~~$281.~~

~~Net Loss from Continuing Operations~~

~~Our net loss from continuing operations for the nine months ended September 30, 2011 increased $585~~goodwill, a portion of which is not presumed to ~~$9,221 from~~reverse in a ~~net loss from continuing operations of $8,636 in the comparable~~definite period of ~~2010, which is primarily attributable~~time and therefore, cannot be utilized to ~~a lower revenue of $6,463, higher operating costs of $3,364, higher restructuring expense of $1,668 and higher special charges of $596, partially offset by a gain from the sale of~~support our ~~24/7 formats of $4,908, the change of $3,016 in the fair value of the Gores $10,000 equity commitment, lower corporate expense of $1,650, higher income~~deferred tax ~~benefit of $1,092 and lower interest expense of $1,831. Net loss per share from continuing operations for basic and diluted shares was $(0.41) for the nine months ended September 30, 2011,~~

compared with net loss per share from continuing operations for basic and diluted of $(0.42) for the nine months ended September 30, 2010. Weighted average shares outstanding were higher in the first nine months of 2011 compared to the first nine months of 2010 primarily due to the issuance to Gores of 769,231 common shares in September 2010 and 1,186,240 common shares in February 2011.assets.

Loss from Discontinued Operations

~~Loss~~Our loss from discontinued operations, ~~for Metro Traffic~~ net of taxes was $1,150for the ~~nine~~three months ended ~~September 30,~~March 31, 2011 ~~decreased $5,865 to a loss of $4,879 from a loss of $10,744 in the comparable period of 2010.~~. The ~~decrease is primarily from lower interest expense of $6,848 as a result of repayment of the Senior Notes (excluding those held by Gores)~~Digital Services business was spun-off on ~~April~~July 29, ~~2011 as part of the Metro Sale Transaction. This decrease was partially offset by a lower income tax benefit of $688.~~

~~Gain on Metro Sale Transaction~~

~~We recorded a gain of $19,726 on the Metro Sale Transaction in the nine months ended September 30,~~ 2011. The Metro Sale Transaction resulted in a capital loss for income tax purposes due to the difference between book and tax basis in part due to a book goodwill impairment charge. We concluded in the second quarter that it was more likely than not that we would not realize a benefit from this capital loss. Accordingly, a full valuation allowance was recorded. Therefore, no net tax expense/benefit was provided on the Metro Sale Transaction in the second quarter 2011. In the third quarter we updated our analysis of our ability to utilize these losses in connection with the sale of the 24/7 formats. We do not expect to utilize any of the remaining losses as of September 30, 2011.

Net ~~Income (Loss)~~Loss

Our net ~~income~~ loss for the ~~nine~~three months ended ~~September 30, 2011~~March 31, 2012 increased ~~$25,006~~$4,466 to ~~$5,626~~$12,365 from a net loss of ~~$19,380 in~~$7,899for the ~~comparable period of 2010, which is primarily attributable to the gain on the Metro Sale Transaction of $19,726 and the lower net~~three months ended March 31, 2011. Net loss ~~from discontinued operations of $5,865. Net income~~ per share for basic and diluted shares ~~was $0.25~~ for the ~~nine month~~three months ended ~~September 30,~~March 31, 2012 and 2011 ~~compared with net~~was $0.22 and $0.23, respectively. The 2012 loss per share was lower than 2011, primarily as a result of higher weighted-average shares outstanding during 2012.

Liquidity, Cash Flow and Debt as of and for ~~basic and diluted of $(0.94) in~~ the ~~comparable period of 2010.~~Three Months Ended March 31, 2012

Cash ~~Flow, Liquidity and Debt~~

~~Cash flows for the nine months ended September 30, 2011 and 2010 are as follows:~~Flows


	Nine Months Ended September 30,									Three Months Ended March 31,
	2011			2010			Change			2012			2011			Change
Net cash (used in) provided by operating activities	$	(24,751	)	$	7,426		$	(32,177	)	$	(1,601	)	$	2,700		$	(4,301	)
Net cash provided by (used in) investing activities	117,189			(7,058		)	124,247
Net cash used in financing activities	(90,643		)	(1,134		)	(89,509		)
Net increase (decrease) in cash and cash equivalents	1,795			(766		)	$	2,561
Net cash used in investing activities										(1,005		)	(1,143		)	138
Net cash provided by (used in) financing activities										1,798			(2,801		)	4,599
Net decrease in cash and cash equivalents										(808		)	(1,244		)	$	436
Cash and cash equivalents, beginning of period	2,938			4,824						5,627			13,948
Cash and cash equivalents, end of period	$	4,733		$	4,058					$	4,819		$	12,704

Item 4. Controls and Procedures

~~Under~~Disclosure Controls and Procedures

Our management, under the supervision and with the participation of our ~~Chief~~Principal Executive Officer, ~~and~~our Chief Financial Officer ~~(each appointed on October 21, 2011 at the time of the Merger),~~and our ~~management~~Senior Vice President, Finance and Chief Accounting Officer carried out an evaluation of the effectiveness of our disclosure controls and procedures as of ~~September 30, 2011~~March 31, 2012 (the “Evaluation”). Based upon the Evaluation, our Co-Chief Executive Officers, our Chief ~~Executive~~Financial Officer and Senior Vice President, Finance and Chief ~~Financial~~Accounting Officer concluded that our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)) are effective as of ~~September 30, 2011~~March 31, 2012 in ensuring that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC's rules and ~~forms and~~forms. They also concluded that information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Management's Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f)). Our internal control over financial reporting is a process designed by, or under the supervision of, our Co-Chief Executive Officers, our Chief Financial Officer and Senior Vice President, Finance and Chief Accounting Officer, and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Management evaluated the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Management, under the supervision and with the participation of our Co-Chief Executive Officers, our Chief Financial Officer and Senior Vice President, Finance and Chief Accounting Officer, assessed the effectiveness of our internal control over financial reporting as of March 31, 2012 and concluded that it is effective as of such date.

Changes in Internal Control over Financial Reporting

We are in the process of implementing a new financial and reporting system as part of a plan to integrate and upgrade our operational and financial systems and processes as a result of our Merger with Westwood. We expect this new system to strengthen our internal financial controls by automating manual processes and standardizing business processes across our organization. The implementation of our new general ledger system was completed in the first quarter of 2012. We will continue to develop and enhance the operational and financial systems in the second quarter of 2012. We have followed a system implementation life cycle process that required significant pre-implementation planning, design, and testing. We have conducted post-implementation monitoring and process modifications to ensure the effectiveness of our internal control over financial reporting, and have not experienced any significant difficulties to date in connection with the implementation or operations of the new financial system. As we continue to implement the new system, we will experience certain changes to our processes and procedures, which in turn will result in changes in internal controls over financial reporting. There were no other changes in our internal control over financial reporting ~~during the quarter covered by this report~~or in other factors that ~~have~~ materially ~~affected,~~affect, or that are reasonably likely to materially affect, our internal control over financial ~~reporting. On October 21, 2011, we completed~~reporting during the Merger and we are currently integrating policies, processes, people, technology and operations for the combined company. Management will continue to evaluate our internal control over financial reporting as we execute integration activities related to the Merger.period covered by this quarterly report.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

~~There were no material developments in the third quarter of 2011 to the legal proceeding described in our Annual Report on Form 10-K for the year ended December 31, 2010.~~None.

Item 1A. Risk Factors

~~A description~~An investment in our common stock is speculative and involves a high degree of risk. In addition to the other information set forth in this report, when evaluating our business, investors should carefully consider the risk factors ~~associated with our business is included under "Cautionary Statement Concerning Forward-Looking Statements and Factors Affecting Forward-Looking Statements "~~discussed in ~~"Management's Discussion and Analysis of Financial Condition and Results of Operations," contained in Item 2 of~~ Part I, ~~of this report.~~“Item 1A. Risk Factors” in our 2011 Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

During the ~~quarter~~three months ended ~~September 30, 2011,~~March 31, 2012, we did not purchase any of our common stock ~~under our existing stock purchase program~~ and we do not intend to repurchase any shares for the foreseeable future.

Issuer Purchases of Equity Securities



Period	Total Number of Shares Purchased in Period	Average Price Paid Per Share	Total Number of Shares Purchased as Part of Publicly Announced Plan or Program	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs ~~(A)~~
7/1/~~2011~~1/2012 to 7/1/31/~~2011~~2012	—	N/A	—	—
8/2/1/~~2011~~2012 to ~~8/31/2011~~2/29/2012	—	N/A	—	—
9/3/1/~~2011~~2012 to ~~9/30/2011~~3/31/2012	—	N/A	—	—

(A) Represents remaining authorization from the $250,000 repurchase authorization approved on February 24, 2004 and the additional $300,000 authorization approved on April 29, 2004, all of which have expired.

Item 3. Defaults Upon Senior Securities

None.

Item 4. [Removed and Reserved]

Item 5. Other Information

None.

4325

Item 6. Exhibits



Exhibit Number ~~(A)~~	Description of Exhibit
~~2.1~~10.1	Employment Agreement, ~~and Plan of Merger, dated~~effective as of ~~July 30, 2011, by and among Westwood One, Inc., Radio Network Holdings, LLC and Verge Media Companies, Inc. (1)~~
~~3.1~~	~~Amended and Restated Certificate of Incorporation of Westwood One, Inc., as filed with the Secretary of State of the State of Delaware on October 21, 2011 (2)~~
~~3.2~~	~~First Amendment to the Amended and Restated By-Laws of Westwood One, Inc., dated as of October 21, 2011 (2)~~
~~4.1~~	~~Certificate of Designation, Powers, Preferences and Rights of Series A Preferred Stock of Westwood One, Inc., as filed with the Secretary of the State of Delaware on October 21, 2011 (2)~~
~~10.1~~	First Lien Credit Agreement, dated as of October 21, 2011, with General Electric Capital Corporation, as administrative agent and collateral agent, ING Capital LLC, as syndication agent, and the lenders party thereto from time to time (2)
~~10.1.1~~	~~First Amendment to the First Lien Credit Agreement, dated as of November 7, 2011, with the lenders party thereto. (3)~~
~~10.2~~	~~Guaranty and Security Agreement, dated as of October 21, 2011, in favor of General Electric Capital Corporation as administrative agent and collateral agent (2)~~
~~10.3~~	Second Lien Credit Agreement, dated as of October 21, 2011, with Cortland Capital Market Services LLC, as administrative agent and collateral agent, and Macquarie Capital (USA), Inc., as syndication agent, and the lenders party thereto from time to time (2)
~~10.3.1~~	~~First Amendment to the Second Lien Credit Agreement, dated as of November 7, 2011, with the lenders party thereto. (3)~~
~~10.4~~	~~Second Lien Guaranty and Security Agreement, dated as of October 21, 2011, in favor of Cortland Capital Market Services LLC, as administrative agent and collateral agent (2)~~
~~10.5~~	~~Registration Rights Agreement, dated as of October 21, 2011, by and among Westwood One, Inc., Gores Radio Holdings, LLC and Triton Media Group, LLC (2)~~
~~10.6~~	Amended and Restated Investor Rights Agreement, dated as of October 21, 2011, by and among Westwood One, Inc., Gores Radio Holdings, LLC and the other investors signatory thereto and the parties executing a Joinder Agreement in accordance with the terms thereto (2)
~~10.7~~	~~Letter Agreement, dated as of October 21, 2011, by and among Westwood One, Inc., Radio Network Holdings, LLC, and Verge Media Companies, Inc. which amended the Merger Agreement (2)~~
~~10.8~~	~~Indemnity and Contribution Agreement, dated as of July 30, 2011, by and among Westwood One, Inc., Gores Radio Holdings, LLC, Verge Media Companies, Inc. and Triton Media Group, LLC. (1)~~
~~10.9~~	Amendment No. 1 to the Indemnity and Contribution Agreement, dated as of October 21, 2011, by and among Westwood One, Inc., Gores Radio Holdings, LLC, Verge Media Companies, Inc. and Triton Media Group, LLC (2)
10.10*	~~Digital Reseller Agreement, dated as of July 29, 2011,~~April 16, 2012, by and between the ~~Triton Media Group, LLC~~Company and ~~Dial Communications Global Media, LLC, an indirect subsidiary~~Hiram Lazar. (1)*
10.2	Employment Agreement, effective as of April 16, 2012, by and between the Company and Eileen Decker. (1)*
10.3	Employment Agreement, effective as of April 16, 2012, by and between the Company and Kirk Stirland. (1)*
10.4	Employment Agreement, effective as of April 16, 2012, by and between the Company and Edward A. Mammone. (1)*
10.5	Form of Stock Option Agreement for Employees for the Company's 2011 Stock Option Plan. (1)*
31.a**	Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the ~~Company (redacted version)(4)~~Sarbanes-Oxley Act of 2002.
31.b**	Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.a***	Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.b***	Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101****	The following materials from Dial Global, Inc. Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, formatted in XBRL (eXtensible Business Reporting Language); (i) Consolidated Balance Sheet at March 31, 2012 and December 31, 2011, (ii) Consolidated Statement of Operations, for the three months ended March 31, 2012 and 2011, (iii) Consolidated Condensed Statement of Cash Flows for the three months ended March 31, 2012 and 2011, (iv) Consolidated Statements of Changes in Stockholders' Equity, and (v) Notes to Consolidated Financial Statements.


*	Indicates a management contract or compensatory plan


**	Filed herewith.


***	Furnished herewith.

****

Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.


(1)	Filed as an exhibit to the Company's Current Report on Form 8-K dated April 20, 2012 and incorporated herein by reference.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

DIAL GLOBAL, INC.

By: /S/ Hiram M. Lazar

Name: Hiram M. Lazar

Title: Chief Financial Officer

Date: May 15, 2012

EXHIBIT INDEX



Exhibit Number	Description of Exhibit
31.a*	Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.b*	Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.a**	Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.b**	Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101***	The following materials from ~~Westwood One,~~Dial Global, Inc. Quarterly Report on Form 10-Q for the quarter ended ~~September 30, 2011,~~March 31, 2012, formatted in XBRL (eXtensible Business Reporting Language); (i) Consolidated Balance Sheet at ~~September 30, 2011~~March 31, 2012 and December 31, ~~2010,~~2011, (ii) Consolidated Statement of Operations, for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2012 and 2011, ~~and 2010,~~ (iii) Consolidated Condensed Statement of Cash Flows for the ~~nine~~three months ended ~~September 30,~~March 31, 2012 and 2011, (iv) Consolidated Statements of Changes in Stockholders' Equity, and ~~2010, and (iv)~~(v) Notes to Consolidated Financial Statements.


*	~~Filed herewith.~~


**	~~Furnished herewith.~~

~~***~~Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject

~~to liability under those sections.~~

~~(A) The Company agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request.~~

~~(1) Filed on the Company's current report on Form 8-K dated July 30, 2011 and incorporated herein by reference.~~

~~(2) Filed on the Company's current report on Form 8-K dated October 21, 2011 and incorporated herein by reference.~~

~~(3) Filed on the Company's current report on Form 8-K dated November 4, 2011 and incorporated herein by reference.~~

~~(4) Certain portions have been omitted pursuant to a confidential treatment request filed with the SEC.~~

~~SIGNATURES~~

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.~~

~~WESTWOOD ONE, INC.~~

~~By:~~ ~~/S/ Hiram M. Lazar~~

~~Name: Hiram M.Lazar~~

~~Title: Chief Financial Officer~~

~~Date: November 14, 2011~~

~~EXHIBIT INDEX~~



~~Exhibit Number~~	~~Description of Exhibit~~
10.10*	~~Digital Reseller Agreement, dated as of July 29, 2011, by and between the Triton Media Group, LLC and Dial Communications Global Media, LLC, an indirect subsidiary of the Company (redacted version)(1)~~
31.a*	~~Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the~~ ~~Sarbanes-Oxley Act of 2002.~~
31.b*	~~Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the~~ ~~Sarbanes-Oxley Act of 2002.~~
32.a**	~~Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.~~
32.b**	~~Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.~~
101***	The following materials from Westwood One, Inc. Quarterly Report on Form 10-Q for the quarter ended September 30, 2011, formatted in XBRL (eXtensible Business Reporting Language); (i) Consolidated Balance Sheet at September 30, 2011 and December 31, 2010, (ii) Consolidated Statement of Operations, for the three and nine months ended September 30, 2011 and 2010, (iii) Consolidated Condensed Statement of Cash Flows for the nine months ended September 30, 2011 and 2010, and (iv) Notes to Consolidated Financial Statements.


*	Filed herewith.


**	Furnished herewith.

***


~~(1)~~	~~Certain portions have been omitted pursuant to a confidential treatment request filed with the SEC.~~

4728



Delaware (State or other jurisdiction of incorporation or organization)		95-3980449 (I.R.S. Employer Identification No.)

220 W. 42nd St. New York, NY (Address of principal executive offices)		10036 (Zip Code)



Large Accelerated Filer o	Accelerated Filer o	Non-Accelerated Filer o	Smaller Reporting Company þ


	September 30, 2011			December 31, 2010
	(unaudited)			(derived from audited)			March 31, 2012			December 31, 2011
ASSETS
Current assets:
Cash and cash equivalents	$	4,733		$	2,938		$	4,819		$	5,627
Accounts receivable, net of allowance for doubtful accounts of $1,300 (2011) and $143 (2010)	37,489			49,672
Prepaid and other assets	15,431			16,583
Current assets discontinued operations	590			48,723
Accounts receivable, net of allowance for doubtful accounts							87,622			96,211
Prepaid expenses and other assets							8,148			6,130
Total current assets	58,243			117,916			100,589			107,968
Property and equipment, net	23,080			23,502			29,619			28,478
Goodwill							166,169			167,120
Intangible assets, net	23,769			26,262			143,104			145,915
Goodwill	25,796			25,796
Deferred financing costs							10,928			11,557
Other assets	6,131			1,642			6,384			6,636
Non-current assets discontinued operations	—			93,156
TOTAL ASSETS	$	137,019		$	288,274		$	456,793		$	467,674
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	24,587		$	33,957
Producer and accounts payable							$	27,091		$	30,780
Amounts payable to related parties	963			859			4,638			4,343
Accrued and other current liabilities	17,534			20,148
Current liabilities discontinued operations	11,244			32,357
Accrued expenses and other liabilities							45,554			41,820
Current maturity of long-term debt							4,844			3,875
Total current liabilities	54,328			87,321			82,127			80,818
Long-term debt	27,000			136,407			231,162			229,467
Long-term debt payable to related parties							32,027			30,875
Deferred tax liability	12,989			24,188			10,952			17,619
Due to Gores	10,610			10,222
Other liabilities	14,428			15,951			22,206			20,107
Non-current liabilities discontinued operations	5,938			20,177
TOTAL LIABILITIES	125,293			294,266			378,474			378,886
Commitments and Contingencies	—			—
STOCKHOLDERS’ EQUITY (DEFICIT)
Common stock, $.01 par value: authorized: 5,000,000 shares issued and outstanding: 22,605 (2011) and 21,314 (2010)	226			213
Class B stock, $.01 par value: authorized: 3,000 shares; issued and outstanding: 0	—			—

Commitments and contingencies

Series A Preferred Stock, $1,000 liquidation preference; 200,000 shares authorized; 9,691.374 shares issued and outstanding, and accumulated dividends; $392 and $171, respectively							10,083			9,862

STOCKHOLDERS’ EQUITY
Class A common stock, $0.01 par value; 5,000,000,000 shares authorized; 22,759,322 and 22,744,322 shares issued and outstanding, respectively							228			227
Class B common stock, $0.01 par value; 35,000,000 shares authorized; 34,237,638 shares issued and outstanding							342			342
Additional paid-in capital	100,731			88,652			136,459			134,785
Accumulated deficit	(89,231		)	(94,857		)	(68,793		)	(56,428		)
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)	11,726			(5,992		)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	137,019		$	288,274
TOTAL STOCKHOLDERS’ EQUITY							68,236			78,926
TOTAL LIABILITIES, PREFERRED STOCK AND STOCKHOLDERS’ EQUITY							$	456,793		$	467,674



	Three Months Ended March 31,
	2012			2011
Revenue	$	68,286		$	20,077
Costs of revenue (excluding depreciation and amortization)	50,583			9,679
Gross profit	17,703			10,398
Compensation costs	8,057			3,576
Other operating costs	7,540			4,147
Depreciation and amortization	6,470			3,375
Restructuring and other charges	5,895			—
Total operating costs	27,962			11,098

Operating loss	(10,259		)	(700		)

Interest expense, net	(9,065		)	(5,309		)
Preferred Stock dividend	(221		)	—

Loss from continuing operations before income tax	(19,545		)	(6,009		)
Income tax (benefit from) provision for continuing operations	(7,180		)	740

Loss from continuing operations	(12,365		)	(6,749		)
Loss from discontinued operations, net of income tax provision	—			(1,150		)
Net loss	$	(12,365	)	$	(7,899	)
Comprehensive loss	$	(12,365	)	$	(7,899	)

Loss per share Common Stock (Class A and Class B)
Loss from continuing operations	$	(0.22	)	$	(0.20	)
Loss from discontinued operations	—			(0.03		)
Net loss	$	(0.22	)	$	(0.23	)

Weighted-average shares outstanding:
Common Stock (Class A and Class B)
Basic and diluted	56,988,627			34,237,638

DIAL GLOBAL, INC. CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (In thousands)

	Three Months Ended March 31,
	2012			2011
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(12,365	)	$	(7,899	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activity, net of acquisitions:
Depreciation and amortization	6,470			4,953
Paid-in-kind interest expense	1,152			3,522
Deferred taxes	(7,276		)	992
Amortization of original issue discount and deferred financing costs	1,262			317
Stock-based compensation	1,675			—
Bad debt expense	275			118
Preferred Stock dividend payable	221			—
Deferred rent expense	13			17
Revaluation of interest rate cap contracts	81			—
Changes in assets and liabilities, net of acquisitions:	6,891			680
Total adjustments	10,764			10,599
Net cash (used in) provided by operating activities	(1,601		)	2,700

CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property and equipment	(505		)	(1,120		)
Loan to related party	(500		)	—
Acquisitions of business, net of cash acquired	—			(23		)
Net cash used in investing activities	(1,005		)	(1,143		)

CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under Revolving Credit Facility	5,000			—
Repayment under Revolving Credit Facility	(2,000		)	—
Purchase of interest rate cap contracts	(233		)	—
Repayment of long-term debt	(969		)	(2,785		)
Principal payment of capital lease obligation	—			(16		)
Net cash provided by (used in) financing activities	1,798			(2,801		)

Net decrease in cash and cash equivalents	(808		)	(1,244		)
Cash and cash equivalents at beginning of period	5,627			13,948
Cash and cash equivalents at end of period	$	4,819		$	12,704

Supplemental Disclosures
Cash paid during the period for :
Interest	$	4,918		$	1,442



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



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




		Page ~~No.~~
PART I. FINANCIAL INFORMATION

~~Item 1. Financial Statements (unaudited)~~

Consolidated Balance Sheets		3

Consolidated ~~Statement~~Statements of Operations and Comprehensive Loss		4

Consolidated Condensed ~~Statement~~Statements of Cash Flows		5

Consolidated ~~Condensed~~ Statement of Changes in Stockholders’ Equity ~~(Deficit)~~		6

Notes to Consolidated Financial Statements		7

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		2519

Item 3. Quantitative and Qualitative Disclosures About Market Risk		4223

Item 4. Controls and Procedures		4324

PART II. OTHER INFORMATION

Item 1. Legal Proceedings		4325

Item 1A. Risk Factors		4325

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		4325

Item 3. Defaults Upon Senior Securities		4325

Item 4. [Removed and Reserved]		4325

Item 5. Other Information		4325

Item 6. Exhibits		4426

SIGNATURES		4627

Exhibit Index		4728



	Three Months Ended September 30,						Nine Months Ended September 30,
	2011			2010			2011			2010
Revenue	$	40,878		$	44,224		$	133,372		$	139,835
Operating costs	39,228			41,610			133,972			130,338
Depreciation and amortization	1,677			1,467			5,070			4,313
Corporate general and administrative expenses	1,931			2,083			6,604			8,254
Restructuring charges	137			84			1,911			243
Special charges	2,550			1,350			4,474			3,878
Total expenses	45,523			46,594			152,031			147,026
Operating loss	(4,645		)	(2,370		)	(18,659		)	(7,191		)
Interest expense	923			2,095			3,512			5,343
Other (income) expense	(4,946		)	1,920			(6,042		)	1,918
Loss from continuing operations before income tax	(622		)	(6,385		)	(16,129		)	(14,452		)
Income tax provision (benefit) from continuing operations	60			(1,917		)	(6,908		)	(5,816		)
Net loss from continuing operations	(682		)	(4,468		)	(9,221		)	(8,636		)
Net income (loss) from discontinued operations, net of income taxes	1,678			(2,771		)	(4,879		)	(10,744		)
Gain on disposal of discontinued operations, net of income tax	413			—			19,726			—
Net income (loss)	$	1,409		$	(7,239	)	$	5,626		$	(19,380	)

Income (loss) per common share - basic and diluted:
Continuing operations	$	(0.03	)	$	(0.21	)	$	(0.41	)	$	(0.42	)
Discontinued operations	$	0.09		$	(0.14	)	$	0.66		$	(0.52	)
Net income (loss)	$	0.06		$	(0.35	)	$	0.25		$	(0.94	)

Weighted average shares outstanding:
Basic and diluted	22,601			20,921			22,317			20,671



				Additional						Total
	Common Stock			Paid-in			Accumulated			Stockholders’
	Shares	Amount		Capital			Deficit			Equity (Deficit)
Balance as of January 1, 2011	21,314	$	213	$	88,652		$	(94,857	)	$	(5,992	)
Net income	—	—		—			5,626			5,626
Equity-based compensation	—	—		2,426			—			2,426
Issuance of common stock to Gores	1,186	12		9,988			—			10,000
Exercise of stock options, net of tax	105	1		(335		)	—			(334		)
Balance as of September 30, 2011	22,605	$	226	$	100,731		$	(89,231	)	$	11,726



	Common Stock						Additional Paid-in Capital			(Accumu- lated Deficit)			Total Stock- holders’ Equity
	Class A			Class B
	Shares	Amount		Shares	Amount
Balance at January 1, 2012	22,744,322	$	227	34,237,638	$	342	$	134,785		$	(56,428	)	$	78,926
Net loss	—	—		—	—		—			(12,365		)	(12,365		)
Vesting of restricted stock units	15,000	1		—	—		(1		)	—			—
Stock-based compensation	—	—		—	—		1,675			—			1,675
Balance at March 31, 2012	22,759,322	$	228	34,237,638	$	342	$	136,459		$	(68,793	)	$	68,236



Cash and cash equivalents	$	3,112
Accounts receivable	39,500
Prepaid and other assets	5,613
Property and equipment	25,348
Other assets	5,780
Long-term debt	(45,146		)
Accounts payable	(5,820		)
Accrued and other current liabilities	(27,233		)
Other liabilities	(22,212		)
Deferred tax liability	(32,764		)
Intangible assets	71,008
Goodwill	85,193
Total Purchase Price	$	102,379



	Three Months Ended March 31, 2011
	Unaudited Pro Forma
Revenue	$	71,152
Operating loss	(9,614		)
Loss from continuing operations	(11,255		)
Net loss per basic and diluted share	$	(0.20	)



Revenue	$	10,379
Cost of revenue	4,333
Gross profit	6,046
Operating costs	5,279
Depreciation and amortization	1,578
Loss from operations	(811		)
Interest income	(27		)
Loss from discontinued operations, before provision for income taxes	(838		)
Income tax provision for discontinued operations	312
Net loss from discontinued operations	$	(1,150	)



	Three Months Ended September 30,						Nine Months Ended September 30,
	2011 (1)			2010			2011 (1)			2010
Revenue	$	—		$	43,728		$	50,811		$	124,403
Operating costs	—			40,296			50,744			116,724
Depreciation and amortization	—			3,039			3,843			9,378
Corporate general and administrative expenses	—			513			946			1,170
Restructuring charges	(96		)	477			717			2,179
Special charges	60			146			321			417
Total expenses	(36		)	44,471			56,571			129,868
Operating loss	36			(743		)	(5,760		)	(5,465		)
Interest expense	—			3,727			5,000			11,848
Loss from discontinued operations before income tax	36			(4,470		)	(10,760		)	(17,313		)
Income tax benefit from discontinued operations	(1,642		)	(1,699		)	(5,881		)	(6,569		)
Net loss from discontinued operations	$	1,678		$	(2,771	)	$	(4,879	)	$	(10,744	)



		As of September 30, 2011							As of December 31, 2010
	Estimated Life	Gross Carrying Value		Accumulated Amortization			Net Carrying Value		Gross Carrying Value		Accumulated Amortization			Net Carrying Value
Trademarks	Indefinite	$	11,200	$	—		$	11,200	$	11,200	$	—		$	11,200
Affiliate relationships	10 years	10,200		(2,486		)	7,714		10,200		(1,721		)	8,479
Software and technology	5 years	1,600		(844		)	756		1,600		(604		)	996
Client contracts	5 years	8,930		(4,831		)	4,099		8,930		(3,343		)	5,587
		$	31,930	$	(8,161	)	$	23,769	$	31,930	$	(5,668	)	$	26,262



		As of March 31, 2012							As of December 31, 2011
	Estimated Life	Gross Carrying Value		Accumulated Amortization			Net Carrying Value		Gross Carrying Value		Accumulated Amortization			Net Carrying Value
Advertiser and producer relationships	15 years	103,901		(28,385		)	75,516		103,901		(26,653		)	77,248
Affiliate service agreements	10 years	69,091		(3,063		)	66,028		65,745		(1,271		)	64,474
Trade names	4 to 5 years	1,780		(1,505		)	275		1,780		(1,415		)	365
Customer relationships	4 years	400		(175		)	225		400		(150		)	250
Technology	8 years	410		(90		)	320		410		(77		)	333
Beneficial lease interests	7 years	1,200		(768		)	432		1,200		(724		)	476
Insertion orders	9 months	1,917		(1,609		)	308		3,432		(663		)	2,769
		$	178,699	$	(35,595	)	$	143,104	$	176,868	$	(30,953	)	$	145,915


~~(1)~~	The three and nine month periods ended September 30, 2011 include the results of the Metro Traffic business up through April 29, 2011, the date of the Metro Sale Transaction, and restructuring and special charges related to the Metro Traffic business through September 30, 2011.



	March 31, 2012			December 31, 2011
Radio and communications equipment	$	17,808		$	17,575
Office computers, equipment and software	14,138			13,842
Leasehold improvements, building and land	16,020			13,580
Property and equipment	47,966			44,997
Accumulated depreciation	(18,347		)	(16,519		)
Property and equipment, net	$	29,619		$	28,478


~~(1)~~	~~As of September 30, 2011, total current assets discontinued operations consisted of deferred tax assets which were not assumed by Clear Channel.~~


~~(2)~~	As of September 30, 2011, total current liabilities discontinued operations consisted of estimated net working capital adjustment (as noted above), accrued transaction costs related to the Metro Sale Transaction and accrued liabilities related to closed facilities and certain other current liabilities related to the Metro Traffic segment, which were not assumed by Clear Channel.


~~(3)~~	As of September 30, 2011, total non-current liabilities discontinued operations consisted of unrecognized tax benefits and accrued non-current liabilities related to closed facilities related to the Metro Traffic segment, which were not assumed by Clear Channel.


~~(1)~~	These fees consist of payments for professional services rendered by various members of Gores and Glendon to us in the areas of operational improvement, tax, finance, transactions, accounting, legal and insurance/risk management.


~~(2)~~	Reimbursement of a standby letter-of-credit fee incurred and paid by Gores in connection with its guarantee of the $20,000 revolving credit facility with Wells Fargo Capital Finance, LLC (previously Wells Fargo Foothill, LLC, “Wells Fargo”).



Balance at January 1, 2012	$	167,120
Westwood purchase accounting adjustment	(951		)
Balance at March 31, 2012	$	166,169



	September 30, 2011		December 31, 2010
Land, buildings and improvements	$	8,621	$	7,871
Recording, broadcasting and studio equipment	14,224		16,049
Furniture, computers, equipment and other	7,659		6,248
	30,504		30,168
Less: Accumulated depreciation and amortization	7,424		6,666
Property and equipment, net	$	23,080	$	23,502



Balance at January 1, 2012	$	145,915
Amortization	(4,642		)
Westwood acquisition purchase accounting adjustment	1,831
Balance at March 31, 2012	$	143,104



	September 30, 2011		December 31, 2010
Senior Notes
Due to Gores ⁽¹⁾	$	10,610	$	10,222
Senior Secured Notes due October 15, 2012 ⁽¹⁾	—		101,407
Senior Credit Facility
Term Loan ⁽²⁾	20,000		20,000
Revolving Credit Facility ⁽²⁾	7,000		15,000
	$	37,610	$	146,629



	March 31, 2012			December 31, 2011
First Lien Term Loan Facility ⁽¹⁾	$	154,031		$	155,000
Less: original issue discount	(8,271		)	(8,793		)
Second Lien Term Loan Facility ⁽²⁾	85,000			85,000
Less: original issue discount	(2,354		)	(2,465		)
PIK Notes	32,027			30,875
Revolving Credit Facility ⁽³⁾	7,600			4,600
Total long-term debt	$	268,033		$	264,217
Less current portion	4,844			3,875
Long-term debt, non-current portion	$	263,189		$	260,342


(2)	The ~~applicable~~effective interest rate on ~~such debt was 4.0%~~the Second Lien Term Loan Facility as of ~~September 30,~~March 31, 2012 and December 31, 2011 ~~and 7.0%~~is 13.0%.



	As of March 31, 2012				As of December 31, 2011
	Carrying Value		Fair Value		Carrying Value		Fair Value
Long-term debt (less Revolving Credit Facility)	$	228,406	$	258,157	$	228,742	$	236,232
Long-term debt payable to related parties	$	32,027	$	29,698	$	30,875	$	25,740



	September 30, 2011				December 31, 2010
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Borrowings (short and long term)	$	30,610	$	31,283	$	131,629	$	146,796


~~(1)~~	Gores $10,000 equity commitment constituted an embedded derivative and expired on February 28, 2011, the date Gores satisfied the $10,000 Gores equity commitment. As of December 31, 2010, the embedded derivative was included in accrued expenses and other liabilities (See Note 7 - Debt). There were no derivatives outstanding as of September 30, 2011.



Description	March 31, 2012		December 31, 2011
Balance at the beginning of the period	$	105	$	1,000
Payments made	—		(895		)
Balance at the end of the period	$	105	$	105



	Shares			Weighted Average Exercise Price Per share
Outstanding January 1, 2011	1,631.3			$	26.25
Granted	—			$	—
Exercised	(97.2		)	$	6.00
Canceled, forfeited or expired	(463.7		)	$	40.79
Outstanding September 30, 2011	1,070.4			$	21.79
Options exercisable September 30, 2011	336.5			$	55.61
Aggregate estimated fair value of options vesting during the nine months ended September 30, 2011	$	4,497



	Shares			Weighted-Average Exercise Price
Outstanding January 1, 2012	6,515,194			$	6.17
Granted	1,595,000			$	2.47
Exercised	—			$	—
Canceled, forfeited or expired	(63,138		)	$	73.83
Outstanding March 31, 2012	8,047,056			$	4.91
Options exercisable at end of period	1,506,604			$	12.73
Aggregate estimated fair value of options vesting during the period	$	1,400



	Shares		Weighted Average Grant Date Fair Value
Outstanding January 1, 2011	115.1		$	9.90
Granted	22.1		$	6.33
Converted to common stock	(7.5	)	$	7.00
Forfeited	—		$	—
Outstanding September 30, 2011	129.7		$	9.46