5. OTHER EXPENSE

Other expense in the consolidated statements of operations during the three and nine months ended September 30, 2015 and 2014 are as follows (in thousands):



	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2015		2014		2015		2014
Accrued interest and penalties (a)		1,186		-		1,186		-
Acquisition transaction and other expenses		129		169		497		171
(Gain) on cancellation of Titan notes payable		(45)		-		(150)		-
Other expense	$	1,270	$	169	$	1,533	$	171

(a) As of September 30, 2015, consists of approximately $80,000 in estimated accrued interest and $1.1 million in estimated penalties.

During the third quarter of 2015, the Company recognized a charge of approximately $1.2 million representing estimated accrued interest and potential penalties for failure to timely file employer’s federal payroll tax returns and make required payments thereon for all payroll periods beginning on and after January 1, 2014. Immediately upon discovery of the delinquency in October 2015, the Company contacted the Internal Revenue Service (“IRS”) which confirmed that no delinquency notices had been sent, nor were there any collection proceedings underway. In November 2015, the Company filed all past due payroll tax returns with the IRS and became timely in the remittance of its current period payroll tax obligations.

The Company intends to pay the interest portion of the assessment when a definitive statement is received from the IRS. Due to the circumstances that led to the failure to file and make payments, the Company has submitted a request to the IRS for the penalties to be abated. To the extent its request may be accepted, then any penalties that have been recognized and subsequently overturned will be reflected in the Company’s other expense (income) in its consolidated statements of operations.

The Company analyzed the amount of penalties and interest that would have been accrued in each reporting period had the compliance failure been known, and determined that the amounts were not material to any one reporting period’s results.