SUMMARY OF REFRANCHISINGS, FRANCHISEE DEVELOPMENT AND ACQUISITIONS

Refranchisings and franchisee development — The following table summarizes the number of restaurants sold to franchisees, the number of restaurants developed by franchisees, and the related fees and gains recognized in each fiscal year (dollars in thousands):



	2018			2017			2016
Restaurants sold to franchisees	135			178			1
New restaurants opened by franchisees	11			18			12

Initial franchise fees	$	5,890		$	7,752		$	553

Proceeds from the sale of company-operated restaurants:
Cash (1)	$	26,486		$	99,591		$	1,439
Notes receivable (2)	70,461			—			—
	$	96,947		$	99,591		$	1,439

Net assets sold (primarily property and equipment)	$	(21,329	)	$	(30,597	)	$	(195	)
Lease commitment charges (3)	—			(11,737		)	—
Goodwill related to the sale of company-operated restaurants	(4,663		)	(10,062		)	(15		)
Other (4)	(24,791		)	(9,161		)	1
Gains on the sale of company-operated restaurants	$	46,164		$	38,034		$	1,230

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(1)	Amounts in 2018, 2017, and 2016 include additional proceeds of $1.4 million, $0.2 million, and $1.4 million related to the extension of the underlying franchise and lease agreements from the sale of restaurants in prior years.


(2)	During 2018, we collected payments of $53.7 million related to notes due from franchisees in connection with refranchising transactions.


(3)	Charges are for operating restaurant leases with lease commitments in excess of our sublease rental income.

(4)

Amounts in 2018 primarily represent $9.2 million of costs related to franchise remodel incentives, $8.7 million reduction of gains related to the modification of certain 2017 refranchising transactions, $2.3 million of maintenance and repair expenses and $3.7 million of other miscellaneous non-capital charges. Amounts in 2017 represent impairment of $4.6 million and equipment write-offs of $1.4 million related to restaurants closed in connection with the sale of the related markets, maintenance and repair charges, and other miscellaneous non-capital charges.

Franchise acquisitions — In 2018 we did not acquire any franchise restaurants. In fiscal 2017 we acquired 50 franchise restaurants. Of the 50 restaurants acquired, we took over 31 restaurants as a result of an agreement with an underperforming franchisee who was in violation of franchise and lease agreements with the Company. Under this agreement, the franchisee voluntarily agreed to turn over the restaurants. The acquisition of the additional 19 restaurants in 2017 was the result of a legal action filed in September 2013 against a franchisee, from which legal action we obtained a judgment in January 2017 granting us possession of the restaurants. Of the 50 restaurants acquired in 2017, we closed eight and sold 42 to franchisees. Refer to Note 9, Impairment and Other Charges, Net, for additional information regarding impairment charges related to the restaurants closed subsequent to acquisition. In 2016 we acquired one franchise restaurant. The acquisition had an immaterial impact on our consolidated financial statements.

We account for the acquisition of franchised restaurants using the acquisition method of accounting for business combinations. The purchase price allocations were based on fair value estimates determined using significant unobservable inputs (Level 3). The goodwill recorded primarily relates to the sales growth potential of the markets acquired and is expected to be deductible for income tax purposes.

The following table provides detail of the combined acquisitions in 2017 (dollars in thousands):



Restaurants acquired from franchisees	50

Goodwill	$	13,059
Property and equipment	2,470
Intangible assets	1,260
Inventory	189
Liabilities assumed	(1,116		)
Total consideration	$	15,862

Of the total consideration, $13.8 million was non-cash consideration and is comprised of $9.9 million of receivables that were eliminated in acquisition accounting and $3.9 million of accounts payable that was recorded in acquisition accounting. The accounts payable recorded was primarily due to third parties to waive their liens and security interests on certain assets acquired.