COMMITMENTS AND CONTINGENCIES

We are subject to various legal actions, administrative proceedings and claims arising out of the ordinary course of business. We do not believe that any such unresolved legal actions and claims will materially adversely affect our consolidated results of operations, financial condition or cash flows.

Members of our board of directors (the “Board”), and the parties to the Merger Agreement, including us and Gannett, are defendants in two class action lawsuits filed in the Circuit Court of Milwaukee County, Wisconsin that have been consolidated into a single lawsuit. The first lawsuit, captioned Seifert v. Aitken, et al., No. 2015-CV-009686, was filed by a purported Company shareholder on November 24, 2015, and the second lawsuit, captioned Sabattini v. Aitken, et al., No. 2015-CV-010003, was filed by a purported Company shareholder on December 4, 2015. The lawsuits have been consolidated into a single action captioned In re Journal Media Group, Inc. Shareholder Litigation, No. 15-CV-009686 (the “Consolidated Action”). The plaintiffs in the Consolidated Action allege that our directors breached their fiduciary duties to the Company’s shareholders in connection with the merger contemplated by the Merger Agreement and that Gannett and its affiliate aided and abetted such alleged breaches of fiduciary duty. The plaintiffs seek, among other relief, declaratory and injunctive relief enjoining the merger, and rescissory damages in an unspecified amount.

As discussed in our Current Report on Form 8-K filed with the Securities and Exchange Commission on February 16, 2016, the parties to the Consolidated Action entered into a memorandum of understanding (the “MOU”), dated February 16, 2016, providing for the settlement of all claims, including those in the Consolidated Action, that were or could have been brought in connection with the merger. Pursuant to the terms of the MOU, the Consolidated Action is currently stayed pending finalization of proposed settlement documentation, confirmatory discovery and a decision by the relevant court regarding approval of the proposed settlement. If the settlement is finally approved by the court, it will resolve and release all claims in all actions that were or could have been brought challenging any aspect of the proposed merger, the Merger Agreement, and any disclosure made in connection therewith, pursuant to terms that will be disclosed to shareholders prior to final approval of the settlement. In addition, in connection with the settlement, the parties contemplate that plaintiffs’ counsel will file a petition in the Circuit Court of Milwaukee County, Wisconsin for an award of attorneys’ fees and expenses to be paid by us or our successor. The settlement, including the payment by us or any successor of ours of any such attorneys’ fees, is also contingent upon, among other things, the merger becoming effective under Wisconsin law.

There can be no assurance that the parties to the MOU will ultimately enter into a settlement agreement or that the Circuit Court of Milwaukee County, Wisconsin will approve the settlement even if the parties were to enter into a settlement agreement. If for any reason the Consolidated Action is not settled or the settlement is not approved, the Company and its board will continue to vigorously defend against the allegations in the Consolidated Action, which the Company and its board believe are without merit.

As of December 31, 2015, our future minimum rental payments under noncancellable operating lease agreements for buildings, office and warehouse space, and office equipment consist of the following:



	Due in Fiscal Year
2016	$	1,697
2017	686
2018	371
2019	11
2020	—
Thereafter	—
Total	$	2,765

We lease delivery trucks accounted for as capital leases. As of December 31, 2015, our future minimum rental payments due under capital lease agreements consist of the following:



	Due in Fiscal Year
2016	$	57
2017	37
2018	38
2019	30
2020	—
Thereafter	—
Total	$	162

Rent expense for cancellable and noncancellable leases charged to operations for 2015, 2014 and 2013 was $1,919, $1,901 and $1,863, respectively. We amortize rent expense on a straight-line basis for leases with rent escalation clauses. Rental income from subleases included in operating income for 2015, 2014 and 2013 was $27, $0 and $0, respectively.