Announcement • Dec 21
The Restaurant Group plc(LSE:RTN) dropped from FTSE All-Share Index (GBP) The Restaurant Group plc(LSE:RTN) dropped from FTSE All-Share Index (GBP) Announcement • Nov 08
Wheel Topco Doesn't Plan to Buy Restaurant Group, Citing Market Conditions PizzaExpress Group owner Wheel Topco Limited doesn't plan to make a formal offer for Wagamama owner The Restaurant Group plc (LSE:RTN) due to market conditions, it said November 7, 2023. On Oct. 26 Restaurant Group confirmed that it had received an approach from Wheel Topco for diligence information as it was considering a bid for the company. Earlier in October, Restaurant Group--which also houses Brunning & Price and Frankie & Benny's among its portfolio--agreed to an all-cash takeover worth around £506 million ($624.5 million) by asset manager Apollo's Rock Bidco. Under the terms, accepting shareholders will get 65 pence for each share held. Announcement • Nov 04
The Restaurant Group Shares to be Suspended from Official List and from London Stock Exchange's Main Market for Listed Securities on 21 December 2023 On 12 October 2023, the boards of directors of The Restaurant Group plc (‘TRG’ or the ‘Company’) and Rock Bidco Limited (a special purpose vehicle indirectly owned by certain of the affiliated funds of Apollo Global Management Inc. and its subsidiaries, managed by affiliates of Apollo Global Management Inc.) (‘Bidco’) announced that they had reached agreement on the terms and conditions of a recommended cash acquisition by Bidco of the entire issued, and to be issued, ordinary share capital of TRG. It is intended that the Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement (the ‘Scheme’) under Part 26 of the Companies Act 2006 (the ‘Act’). Cancellation of listing of TRG Shares expected by 7:30 a.m. on 22 December 2023. If the Scheme is sanctioned as outlined, it is expected that the last day of dealings in, and registration of transfers of, TRG Shares on the London Stock Exchange will be 20 December 2023 and no transfers shall be registered after 6:00 p.m. on that date. Following this, it is expected that TRG Shares will be suspended from the Official List and from the London Stock Exchange's Main Market for listed securities from 7:30 a.m. on 21 December 2023. It is intended that, prior to the Effective Date, applications will be made to the London Stock Exchange for TRG Shares to cease to be admitted to trading on its Main Market for listed securities, and to the FCA for the listing of TRG Shares on the Official List to be cancelled, in each case to take effect on or shortly following the Effective Date. Announcement • Oct 31
The Big Table Group Limited acquired of 75 Frankie & Benny's and Chiquito Restaurants from The Restaurant Group plc (LSE:RTN). The Big Table Group Limited agreed to acquire 75 Frankie & Benny's and Chiquito Restaurants from The Restaurant Group plc (LSE:RTN) for £1 on September 11, 2023. Big Table Group Ltd, will pay a nominal £1 for Restaurant Group’s loss-making Leisure business and will receive a ‘contribution’ from Restaurant Group of £7.5 million. The transaction is expected to close in the early fourth quarter of this year, Lazard & Co., Limited acted as financial advisor to The Restaurant Group plc. Sally Wokes, Chris McGaffin, Sarah Osprey, Jane Edwarde, Duncan Blaikie, Philippa O'Malley and Matthew Tobin of Slaughter and May acted as legal advisor to The Restaurant Group plc.
The Big Table Group Limited completed the acquisition of 75 Frankie & Benny's and Chiquito Restaurants from The Restaurant Group plc (LSE:RTN) on October 30, 2023 Announcement • Oct 27
Restaurant Group Attracts New Takeover Interest, No Proposal Yet The Restaurant Group plc (LSE:RTN) or TRG, has been approached by Wheel Topco Limited, the owner of PizzaExpress, but no takeover proposal has been made, the company said on Thursday in response to media reports. Wheel Topco has requested diligence information and TRG will provide it. If the interested party makes a proposal, it will be considered by TRG's board of directors, but there is no certainty that this will happen. Earlier in October, TRG agreed to a takeover offer from funds managed by affiliates of US Apollo Global Management (NYSE:APO) that values TRG at about GBP 506 million (USD 613m/EUR 580m). The company's board of directors still plans to recommend the offer to its shareholders, according to the statement. Announcement • Oct 14
Apollo Investment Fund X, L.P., managed by Apollo Global Management, Inc. agreed to acquire The Restaurant Group plc (LSE:RTN) from TRG Directors, Oasis Management Company Ltd., Irenic Capital Evergreen Master Fund LP and others for approximately £500 million. Apollo Investment Fund X, L.P., managed by Apollo Global Management, Inc. agreed to acquire The Restaurant Group plc (LSE:RTN) from TRG Directors, Oasis Management Company Ltd., Irenic Capital Evergreen Master Fund LP and others for approximately £500 million on October 12, 2023. It is intended that the acquisition will be implemented by way of a Court-sanctioned scheme of arrangement. Under the terms of the acquisition, each TRG shareholder will be entitled to receive for each scheme share held 65 pence in cash. The cash consideration will be financed by (i) equity to be invested by the Apollo and (ii) third party financing provided by certain third party providers, including RBC, of a £260,000,000 interim senior term facility under the interim facilities agreement. The offeror intends to work with the existing management and employees of TRG to support the business.The TRG Directors unanimously recommended the scheme. The scheme is subject to TRG shareholders approval at the Court Meeting and at the General Meeting, sanctioning of scheme by the court, third part approval, applicable requirements of the Takeover Code, the Panel, the London Stock Exchange, the FCA. The acquisition is currently expected to complete in early 2024.Mark Preston, Ed Boyce, Andrew Diggles and Samuel Jackson of RBCCapital Markets acted as sole financial adviser to Apollo. William Rucker, Louise Campbell and Adam Blin of Lazard & Co., Limited provided independent financial advice to the TRG Directors. Nick Reid, Hadleigh Beals and James Tookman of Centerview Partners UK LLP and Christopher Wren, James Ibbotson, Martin Weltman and Peter Catterall of Citigroup Global Markets Limited acted as financial advisor to TRG. Kirkland & Ellis International LLP is acting as legal adviser to Apollo and Slaughter and May is acting as legal adviser to TRG. Announcement • Oct 13
The Restaurant Group plc to Request London Stock Exchange and the FCA to Cancel Trading in Shares on the London Stock Exchange's Main Market and the Listing of the Shares from the Official List The boards of directors of Rock BidCo Limited ("Bidco") and The Restaurant Group plc ("TRG") announced that they have reached agreement on the terms and conditions of a recommended all cash acquisition by Bidco of the entire issued, and to be issued, ordinary share capital of TRG. It is intended that the Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the 2006 Act. It is intended that the London Stock Exchange and the FCA will be requested respectively to cancel trading in TRG Shares on the London Stock Exchange's Main Market and the listing of the TRG Shares from the Official List on or shortly after the Effective Date. It is expected that the last day of dealings in TRG Shares on the Main Market of the London Stock Exchange is expected to be the Business Day immediately prior to the Effective Date and no transfers will be registered after 6.00 p.m. (London time) on that date. It is intended that TRG will be re-registered as a private limited company and for this to take effect as soon as practicable on or following the Effective Date. New Risk • Oct 12
New major risk - Share price stability The company's share price has been highly volatile over the past 3 months. It is more volatile than 90% of British stocks, typically moving 11% a week. This is considered a major risk. Share price volatility increases the risk of potential losses in the short-term as the stock tends to have larger drops in price more frequently than other stocks. It may also indicate the stock is highly sensitive to market conditions or economic conditions rather than being sensitive to its own business performance, which may also be inconsistent. This is currently the only risk that has been identified for the company. Announcement • Sep 12
The Big Table Group Limited agreed to acquire 75 Frankie & Benny's and Chiquito Restaurants from The Restaurant Group plc (LSE:RTN) for £1. The Big Table Group Limited agreed to acquire 75 Frankie & Benny's and Chiquito Restaurants from The Restaurant Group plc (LSE:RTN) for £1 on September 11, 2023. Big Table Group Ltd, will pay a nominal £1 for Restaurant Group’s loss-making Leisure business and will receive a ‘contribution’ from Restaurant Group of £7.5 million. The transaction is expected to close in the early fourth quarter of this year. Announcement • Sep 08
The Restaurant Group plc Announces Chairman, Ken Hanna Informs His Intention Not to Seek Re-Election At the Group's Next AGM During 2024 The Restaurant Group plc announced that the Company's Chairman, Ken Hanna has informed the Company of his intention not to seek re-election at the Group's next AGM during 2024 due to personal reasons. The Board will now initiate a comprehensive search process to identify a new Chairman and will update the market as and when appropriate. Ken will remain with TRG as Chairman until his successor is appointed in order to allow for an orderly handover. Reported Earnings • Sep 07
First half 2023 earnings released: UK£0.002 loss per share (vs UK£0.034 loss in 1H 2022) First half 2023 results: UK£0.002 loss per share (improved from UK£0.034 loss in 1H 2022). Revenue: UK£467.4m (up 10% from 1H 2022). Net loss: UK£1.50m (loss narrowed 94% from 1H 2022). Revenue is forecast to grow 4.1% p.a. on average during the next 3 years, compared to a 7.8% growth forecast for the Hospitality industry in the United Kingdom. Over the last 3 years on average, earnings per share has increased by 66% per year but the company’s share price has fallen by 7% per year, which means it is significantly lagging earnings. Buying Opportunity • Jun 26
Now 20% undervalued after recent price drop Over the last 90 days, the stock is down 8.6%. The fair value is estimated to be UK£0.46, however this is not to be taken as a buy recommendation but rather should be used as a guide only. Revenue has been flat over the last 3 years. Earnings per share has grown by 60%. Announcement • Jun 21
The Restaurant Group plc to Report First Half, 2023 Results on Sep 06, 2023 The Restaurant Group plc announced that they will report first half, 2023 results on Sep 06, 2023 Announcement • Jun 08
The Restaurant Group plc Announces Board Changes, Effective 1 July 2023 The Restaurant Group plc announces that Alex Gersh, an Independent Non-Executive Director of the Company and the Chair of the Audit Committee, has informed the Board of his decision to step down as a Director with effect from 1 July 2023 due to other work commitments. Alex joined the Board on 23 February 2021 and is currently also a member of the Nomination and Remuneration Committees. Loraine Woodhouse, who has been a member of the Board since 4 July 2022, will take over the role of Audit Committee Chair following Alex's departure, with effect from 1 July 2023. Price Target Changed • Mar 09
Price target decreased by 7.4% to UK£0.53 Down from UK£0.57, the current price target is an average from 13 analysts. New target price is 34% above last closing price of UK£0.39. Stock is down 41% over the past year. The company is forecast to post earnings per share of UK£0.012 next year compared to a net loss per share of UK£0.09 last year. Announcement • Feb 17
Oasis Management Company Ltd. Recommends The Restaurant Group plc to Restore Market Confidence On February 16, 2023, Oasis Management Company Ltd. announced that it believed in the underlying value potential of The Restaurant Group’s core brands and emphasized its long-term commitment to the Company. Further, it stated that the Company has raised equity capital three times in the last five years whilst markedly underperforming sector peers and it considered this failure to deliver value to shareholders to have propagated low market confidence and unattractiveness to new investor capital. In addition, Oasis recommended The Restaurant Group to communicate to the market the strategic direction of the Company and means of value creation and it should engage with shareholders on all options for meaningful governance change in the near-term to promote this value creation and alignment with shareholders. Announcement • Jan 22
Oasis Management (Hong Kong) LLC acquired a 5% stake in The Restaurant Group plc. Oasis Management (Hong Kong) LLC acquired a 5% stake in The Restaurant Group plc on January 20, 2023.Oasis Management (Hong Kong) LLC completed the acquisition of a 5% stake in The Restaurant Group plc on January 20, 2023. Price Target Changed • Dec 16
Price target decreased to UK£0.57 Down from UK£0.66, the current price target is an average from 14 analysts. New target price is 114% above last closing price of UK£0.27. Stock is down 67% over the past year. The company is forecast to post earnings per share of UK£0.017 next year compared to a net loss per share of UK£0.053 last year. Price Target Changed • Nov 29
Price target decreased to UK£0.66 Down from UK£0.73, the current price target is an average from 14 analysts. New target price is 106% above last closing price of UK£0.32. Stock is down 60% over the past year. The company is forecast to post earnings per share of UK£0.018 next year compared to a net loss per share of UK£0.053 last year. Board Change • Nov 16
High number of new directors There are 5 new directors who have joined the board in the last 3 years. Independent Non-Executive Director Loraine Woodhouse was the last director to join the board, commencing their role in 2022. The company’s lack of board continuity is considered a risk according to the Simply Wall St Risk Model. Price Target Changed • Oct 11
Price target decreased to UK£0.77 Down from UK£0.84, the current price target is an average from 13 analysts. New target price is 138% above last closing price of UK£0.32. Stock is down 64% over the past year. The company is forecast to post earnings per share of UK£0.025 next year compared to a net loss per share of UK£0.053 last year. Price Target Changed • Oct 07
Price target decreased to UK£0.77 Down from UK£0.87, the current price target is an average from 13 analysts. New target price is 139% above last closing price of UK£0.32. Stock is down 66% over the past year. The company is forecast to post earnings per share of UK£0.025 next year compared to a net loss per share of UK£0.053 last year. Price Target Changed • Sep 12
Price target decreased to UK£0.87 Down from UK£0.95, the current price target is an average from 12 analysts. New target price is 88% above last closing price of UK£0.46. Stock is down 63% over the past year. The company is forecast to post earnings per share of UK£0.02 next year compared to a net loss per share of UK£0.053 last year. Reported Earnings • Sep 09
First half 2022 earnings released: UK£0.034 loss per share (vs UK£0.08 loss in 1H 2021) First half 2022 results: UK£0.034 loss per share (improved from UK£0.08 loss in 1H 2021). Revenue: UK£423.4m (up 95% from 1H 2021). Net loss: UK£26.1m (loss narrowed 53% from 1H 2021). Revenue is forecast to grow 7.0% p.a. on average during the next 3 years, compared to a 11% growth forecast for the Hospitality industry in the United Kingdom. Over the last 3 years on average, earnings per share has increased by 57% per year but the company’s share price has fallen by 30% per year, which means it is significantly lagging earnings. Price Target Changed • Aug 27
Price target decreased to UK£0.95 Down from UK£1.02, the current price target is an average from 13 analysts. New target price is 137% above last closing price of UK£0.40. Stock is down 68% over the past year. The company is forecast to post earnings per share of UK£0.02 next year compared to a net loss per share of UK£0.053 last year. Price Target Changed • Aug 01
Price target decreased to UK£0.95 Down from UK£1.02, the current price target is an average from 13 analysts. New target price is 87% above last closing price of UK£0.51. Stock is down 56% over the past year. The company is forecast to post earnings per share of UK£0.02 next year compared to a net loss per share of UK£0.053 last year. Recent Insider Transactions • Jul 20
CEO & Director recently bought UK£159k worth of stock On the 15th of July, Andy Hornby bought around 376k shares on-market at roughly UK£0.42 per share. This was the largest purchase by an insider in the last 3 months. This was Andy's only on-market trade for the last 12 months. Price Target Changed • Jul 11
Price target decreased to UK£1.05 Down from UK£1.13, the current price target is an average from 12 analysts. New target price is 137% above last closing price of UK£0.44. Stock is down 63% over the past year. The company is forecast to post earnings per share of UK£0.025 next year compared to a net loss per share of UK£0.053 last year. Board Change • Apr 27
High number of new directors There are 5 new directors who have joined the board in the last 3 years. Independent Non-Executive Chairman Ken Hanna was the last director to join the board, commencing their role in 2021. The company’s lack of board continuity is considered a risk according to the Simply Wall St Risk Model. Buying Opportunity • Mar 23
Now 20% undervalued after recent price drop Over the last 90 days, the stock is down 25%. The fair value is estimated to be UK£0.86, however this is not to be taken as a buy recommendation but rather should be used as a guide only. Revenue has declined by 19% per annum over the last 3 years. The company became loss making over the last 3 years. Reported Earnings • Mar 18
Full year 2021 earnings: Revenues exceed analysts expectations while EPS lags behind Full year 2021 results: UK£0.053 loss per share (up from UK£0.22 loss in FY 2020). Revenue: UK£636.6m (up 39% from FY 2020). Net loss: UK£38.4m (loss narrowed 69% from FY 2020). Same store sales growth: 15.0% vs FY 2020 Revenue exceeded analyst estimates by 1.9%. Earnings per share (EPS) missed analyst estimates by 100%. Over the next year, revenue is forecast to grow 26%, compared to a 39% growth forecast for the restaurants industry in the United Kingdom. Over the last 3 years on average, earnings per share has increased by 15% per year but the company’s share price has fallen by 14% per year, which means it is significantly lagging earnings. Recent Insider Transactions • Mar 18
Independent Non-Executive Chairman recently bought UK£77k worth of stock On the 16th of March, Kenneth Hanna bought around 100k shares on-market at roughly UK£0.77 per share. This was the largest purchase by an insider in the last 3 months. This was Kenneth's only on-market trade for the last 12 months. Price Target Changed • Feb 09
Price target decreased to UK£1.28 Down from UK£1.40, the current price target is an average from 13 analysts. New target price is 20% above last closing price of UK£1.06. Stock is up 15% over the past year. The company is forecast to post a net loss per share of UK£0.041 next year compared to a net loss per share of UK£0.21 last year. Major Estimate Revision • Jan 22
Consensus forecasts updated The consensus outlook for 2021 has been updated. 2021 expected loss increased from -UK£0.03 to -UK£0.04 per share. Revenue forecast unchanged at UK£616.5m. Hospitality industry in the United Kingdom expected to see average net income growth of 128% next year. Consensus price target of UK£1.41 unchanged from last update. Share price was steady at UK£1.01 over the past week. Board Change • Jan 02
High number of new directors There are 5 new directors who have joined the board in the last 3 years. Non-Executive Director Ken Hanna was the last director to join the board, commencing their role in 2021. The company’s lack of board continuity is considered a risk according to the Simply Wall St Risk Model. Reported Earnings • Sep 17
First half 2021 earnings released: UK£0.08 loss per share (vs UK£0.39 loss in 1H 2020) The company reported a decent first half result with reduced losses and improved control over expenses, although revenues were weaker. First half 2021 results: Revenue: UK£216.8m (down 4.6% from 1H 2020). Net loss: UK£56.0m (loss narrowed 73% from 1H 2020). Over the last 3 years on average, earnings per share has fallen by 39% per year but the company’s share price has only fallen by 27% per year, which means it has not declined as severely as earnings. Price Target Changed • Jun 10
Price target decreased to UK£1.37 Down from UK£1.47, the current price target is an average from 13 analysts. New target price is approximately in line with last closing price of UK£1.40. Stock is up 116% over the past year. Price Target Changed • Apr 14
Price target increased to UK£1.38 Up from UK£1.26, the current price target is an average from 13 analysts. New target price is 12% above last closing price of UK£1.23. Stock is up 152% over the past year. Major Estimate Revision • Apr 14
Consensus forecasts updated The consensus outlook for 2021 has been updated. 2021 expected loss increased from -UK£0.051 to -UK£0.06 per share. Revenue forecast unchanged at UK£528.9m. Hospitality industry in the United Kingdom expected to see average net income growth of 57% next year. Consensus price target up from UK£1.24 to UK£1.36. Share price fell 5.1% to UK£1.23 over the past week. Major Estimate Revision • Mar 31
Consensus forecasts updated The consensus outlook for 2021 has been updated. 2021 expected loss increased from -UK£0.033 to -UK£0.051 per share. Revenue forecast unchanged at UK£529.7m. Hospitality industry in the United Kingdom expected to see average net income growth of 57% next year. Consensus price target up from UK£1.23 to UK£1.26. Share price rose 2.9% to UK£1.23 over the past week. Recent Insider Transactions • Mar 31
CEO & Director recently bought UK£86k worth of stock On the 30th of March, Andy Hornby bought around 86k shares on-market at roughly UK£1.00 per share. This was the largest purchase by an insider in the last 3 months. Andy has been a buyer over the last 12 months, purchasing a net total of UK£92k worth in shares. Price Target Changed • Mar 30
Price target increased to UK£1.26 Up from UK£1.16, the current price target is an average from 11 analysts. New target price is approximately in line with last closing price of UK£1.23. Stock is up 193% over the past year. Major Estimate Revision • Mar 19
Consensus forecasts updated The consensus outlook for 2021 has been updated. 2021 revenue forecast fell from UK£602.1m to UK£538.7m. EPS estimate unchanged from -UK£0.033 per share at last update. Hospitality industry in the United Kingdom expected to see average net income growth of 49% next year. Consensus price target up from UK£1.09 to UK£1.18. Share price was steady at UK£1.11 over the past week. Price Target Changed • Mar 19
Price target increased to UK£1.23 Up from UK£1.13, the current price target is an average from 11 analysts. New target price is 10% above last closing price of UK£1.11. Stock is up 366% over the past year. Analyst Estimate Surprise Post Earnings • Mar 11
Earnings beat expectations, revenue disappoints Revenue missed analyst estimates by 8.5%. Earnings per share (EPS) exceeded analyst estimates by 147%. Over the next year, revenue is forecast to grow 20% while theHospitality industry in the United Kingdom is not expected to grow. Reported Earnings • Mar 11
Full year 2020 earnings released: UK£0.21 loss per share (vs UK£0.082 loss in FY 2019) The company reported a poor full year result with increased losses, weaker revenues and weaker control over costs. Full year 2020 results: Revenue: UK£459.8m (down 57% from FY 2019). Net loss: UK£119.9m (loss widened 197% from FY 2019). Same store sales growth: Down 8.3% vs FY 2019 Over the last 3 years on average, earnings per share has fallen by 95% per year but the company’s share price has only fallen by 25% per year, which means it has not declined as severely as earnings. Price Target Changed • Mar 02
Price target raised to UK£1.13 Up from UK£1.04, the current price target is an average from 13 analysts. The new target price is close to the current share price of UK£1.13. As of last close, the stock is up 12% over the past year. Is New 90 Day High Low • Feb 20
New 90-day high: UK£0.97 The company is up 51% from its price of UK£0.64 on 20 November 2020. The British market is up 6.0% over the last 90 days, indicating the company outperformed over that time. It also outperformed the Hospitality industry, which is up 14% over the same period. According to the Simply Wall St valuation model, the estimated intrinsic value of the company is UK£0.99 per share. Is New 90 Day High Low • Feb 03
New 90-day high: UK£0.81 The company is up 78% from its price of UK£0.46 on 05 November 2020. The British market is up 12% over the last 90 days, indicating the company outperformed over that time. It also outperformed the Hospitality industry, which is up 26% over the same period. According to the Simply Wall St valuation model, the estimated intrinsic value of the company is UK£0.99 per share. Major Estimate Revision • Dec 19
Analysts lower EPS estimates to -UK£0.092 The 2020 consensus revenue estimate was lowered from UK£531.1m to UK£521.0m. The company's losses are expected to worsen with analysts lowering their EPS forecasts from -UK£0.071 to -UK£0.092 for the same period. The Hospitality industry in the United Kingdom is expected to see an average net income growth of 55% next year. The consensus price target was lowered from UK£1.06 to UK£1.05. Share price is up 2.0% to UK£0.63 over the past week. Major Estimate Revision • Oct 31
Analysts update estimates The company's losses in 2020 are expected to worsen with analysts lowering their consensus EPS forecasts from -UK£0.065 to -UK£0.071. Revenue estimate was approximately flat at UK£531.1m. The Hospitality industry in the United Kingdom is expected to see a 61% decline in net income next year. The consensus price target was lowered from UK£1.05 to UK£1.04. Share price is down by 7.5% to UK£0.41 over the past week. Is New 90 Day High Low • Oct 30
New 90-day low: UK£0.41 The company is down 8.0% from its price of UK£0.44 on 31 July 2020. The British market is down 4.0% over the last 90 days, indicating the company underperformed over that time. It also underperformed the Hospitality industry, which is up 11% over the same period. According to the Simply Wall St valuation model, the estimated intrinsic value of the company is UK£1.24 per share. Major Estimate Revision • Oct 13
Analysts update estimates The 2020 consensus revenue estimate increased from UK£517.3m to UK£533.5m. The company's losses in 2020 are expected to worsen with analysts lowering their EPS forecasts from -UK£0.045 to -UK£0.065. The Hospitality industry in the United Kingdom is expected to see a 73% decline in net income next year. The consensus price target was lowered from UK£1.06 to UK£1.05. Share price is down by 18% to UK£0.47 over the past week. Reported Earnings • Oct 06
First half earnings released Over the last 12 months the company has reported total losses of UK£169.1m, with losses widening by 110% from the prior year. Total revenue was UK£784.4m over the last 12 months, down 10% from the prior year.