UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 


FORM 8-K
 


CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): August 13, 2021



VENUS CONCEPT INC.
(Exact name of registrant as specified in its charter)



Delaware
001-38238
06-1681204
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification Number)
 
235 Yorkland Blvd, Suite 900
Toronto, Ontario M2J 4Y8
(Address of principal executive offices, including Zip Code)
 
Registrant’s telephone number, including area code: (877) 848-8430
 
Not Applicable
(Former name or former address, if changed since last report)
 


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
 
Trading
Symbol(s)
 
Name of each exchange
on which registered
Common Stock, $0.0001 par value per share
 
VERO
 
The Nasdaq Global Market
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 



Item 2.02.
Results of Operations and Financial Condition.
 
On August 13, 2021, Venus Concept Inc. (the “Company”) issued a press release relating to its financial results for the three and six months ended June 30, 2021. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
 
The information in this Item 2.02 of this Form 8-K and the Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01.
Financial Statements and Exhibits.

Exhibit
No.
 
Description
     
 
Press release dated August 13, 2021.


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

 
VENUS CONCEPT INC.
     
Date: August 13, 2021
By:
 /s/ Domenic Della Penna
   
Domenic Della Penna
   
Chief Financial Officer




Exhibit 99.1


 
Venus Concept Announces Second Quarter 2021 Financial Results; Increases Fiscal Year 2021 Revenue Guidance
 
TORONTO, August 13, 2021 (PR Newswire) – Venus Concept Inc. (“Venus Concept” or the “Company”) (NASDAQ: VERO), a global medical aesthetic technology leader, announced financial results for the three and six months ended June 30, 2021.
 
Second Quarter 2021 Summary & Recent Highlights:
 

Total revenue of $25.8 million, up $8.8 million, or 52%, year-over-year.

Gross margin of 72.5%, up approximately 250 basis points year-over-year.

GAAP operating income of $1.5 million, up $10.3 million, or 117%, year-over-year.

GAAP net income attributable to stockholders of $0.4 million, up $13.5 million, or 103%, year-over-year.

Adjusted EBITDA of $0.5 million, up $3.2 million, or 117%, year-over-year.

On July 20, 2021, the Company announced that it received a medical device license issued by Health Canada to market the Venus Fiore Feminine Health System in Canada.

Collaboration with Venus Williams for Venus Bliss has generated a significant increase in visits to B2B and B2C websites, accelerating sales process and driving consumer adoption.

Venus Concept is pleased to announce AImeTM, the new commercial brand name for Robocor, the development project for our next generation robotic technology for medical aesthetic applications.

New product development progress - Venus Bliss Max, next-generation platform for full body contouring; continue to target submission for FDA 510k submission by end-Q3’21.

Management Commentary:
 
“We delivered second quarter revenue results that exceeded our expectations, and reflect strong execution of our focused commercial strategy and continued improvements in the operating environment,” said Domenic Serafino, Chief Executive Officer of Venus Concept. “Total revenue increased 14% quarter-over-quarter, driven primarily by a 17% sequential increase in total subscription and systems revenue, and a 21% sequential increase in sales to customers in the U.S. We are very encouraged by the strong execution from our global sales team in the second quarter.  We believe our performance in the second quarter represents continued evidence that our targeted commercial strategy has us well positioned to return to above-market growth as the global aesthetics and hair restoration markets continue to recover as we progress through 2021.”
 
Mr. Serafino continued: “Our second quarter subscription and systems revenue results, combined with the substantial increase in our pipeline, led to the increase in our full year 2021 guidance which now calls for total revenue in the range of $102.0 million to $107.0 million, representing an increase of approximately 31% to 37%, year-over-year. We continue to expect to drive strong operating leverage in 2021, as well. Importantly, the longer-term outlook for the Company is compelling as we continue to make progress in the area of product development including our efforts to develop the next generation robotic technology for medical aesthetic applications.”
 

Second Quarter and First Six Months of 2021 Revenue by Region and by Product Type:
 
   
Three Months
Ended June 30
   
Six Months
Ended June 30
 
   
2021
   
2020
   
2021
   
2020
 
   
(dollars in thousands)
   
(dollars in thousands)
 
Revenues by region:
                       
United States
 
$
13,186
   
$
8,915
   
$
24,063
   
$
14,555
 
International
   
12,642
     
8,081
     
24,362
     
16,949
 
Total revenue
 
$
25,828
   
$
16,996
   
$
48,425
   
$
31,504
 
                                 

   
Three Months
Ended June 30
   
Six Months
Ended June 30
 
   
2021
   
2020
   
2021
   
2020
 
   
(dollars in thousands)
   
(dollars in thousands)
 
Revenues by product:
                       
Subscription—Systems
 
$
12,787
   
$
7,465
   
$
21,324
   
$
14,278
 
Products—Systems
   
8,694
     
6,757
     
18,504
     
10,255
 
Products—Other(1)
   
3,314
     
1,787
     
6,369
     
4,504
 
Services(2)
   
1,033
     
987
     
2,228
     
2,467
 
Total revenue
 
$
25,828
   
$
16,996
   
$
48,425
   
$
31,504
 

Second Quarter 2021 Financial Results:

   
Three Months Ended June 30,
       
   
2021
   
2020
   
Change
 
(in thousands, except percentages)
 

$
   
% of Total
   

$
   
% of Total
    $    

%
 
Revenues:
                                         
Subscription—Systems
 
$
12,787
     
49.5
   
$
7,465
     
43.9
   
$
5,322
     
71.3
 
Products—Systems
   
8,694
     
33.7
     
6,757
     
39.8
     
1,937
     
28.7
 
Products—Other(1)
   
3,314
     
12.8
     
1,787
     
10.5
     
1,527
     
85.5
 
Services(2)
   
1,033
     
4.0
     
987
     
5.8
     
46
     
4.7
 
Total
 
$
25,828
     
100.0
   
$
16,996
     
100.0
   
$
8,832
     
52.0
 

(1)
Products other include ARTAS procedure kits and other consumables.
(2)
Services include VeroGrafters technician services and extended warranty sales.

Total revenue for the second quarter of 2021 increased $8.8 million, or 52%, to $25.8 million. The increase in total revenue, by region, was driven by a 56% increase in international revenue and a 48% increase in United States revenue. The increase in total revenue, by product category, was driven by a 71% increase in lease revenue, a 29% increase in systems revenue, an 86% increase in products revenue and a 5% increase in services revenue. The percentage of total systems revenue derived from our subscription model was approximately 60%, compared to approximately 52% for the second quarter of 2020.
 
Gross profit for the second quarter of 2021 increased $6.8 million, or 57%, to $18.7 million. Gross margin was 72.5%, compared to 70.0% of revenue for the second quarter of 2020. The increase in gross margin was primarily driven by higher sales of Venus consumables and improved revenue mix of system sales sold under our subscription program, primarily tracing to Venus Bliss™.
 
Operating expenses for the second quarter of 2021 decreased $3.5 million, or 17%, to $17.2 million. The decrease in total operating expenses was driven by a decrease of $6.8 million, or 46%, in general & administrative expenses, which reflects a positive $3.2 million bad debt recovery, and a $2.8 million gain on forgiveness of government assistance loans, partially offset by an increase of $5.6 million, or 123%, in sales and marketing expenses and an increase of $0.5 million, or 29%, in R&D expenses, compared to the second quarter of 2020.
 

Operating income for the second quarter of 2021 increased $10.3 million, or 117%, year-over-year to $1.5 million. Net income attributable to stockholders for the second quarter of 2021 increased $13.5 million, or 103% year-over-year, to $0.4 million, or $0.01 per share. Adjusted EBITDA for the second quarter of 2021 increased $3.2 million, or 117% year-over-year, to $0.5 million.
 
First Six Months of 2021 Financial Results:
 
   
Six Months Ended June 30,
       
   
2021
   
2020
   
Change
 
(in thousands, except percentages)
 

$
   
% of Total
   

$
   
% of Total
    $    

%
 
Revenues:
                                         
Subscription—Systems
 
$
21,324
     
44.0
   
$
14,278
     
45.3
   
$
7,046
     
49.3
 
Products—Systems
   
18,504
     
38.2
     
10,255
     
32.6
     
8,249
     
80.4
 
Products—Other
   
6,369
     
13.2
     
4,504
     
14.3
     
1,865
     
41.4
 
Services
   
2,228
     
4.6
     
2,467
     
7.8
     
(239
)
   
(9.7
)
Total
 
$
48,425
     
100.0
   
$
31,504
     
100.0
   
$
16,921
     
53.7
 

Total revenue for the six months ended June 30, 2021, increased $16.9 million, or 54%, to $48.4 million. The increase in total revenue, by region, was driven by a 65% increase in United States revenue and a 44% increase in international revenue. The increase in total revenue, by product category, was driven by an 80% increase in systems revenue, a 49% increase in lease revenue and a 41% increase in products revenue, offset partially by a 10% decrease in services revenue. The percentage of total systems revenue derived from our subscription model was approximately 54%, compared to approximately 58% for the six months ended June 30, 2020.
 
Net loss attributable to stockholders for the six months ended June 30, 2021 decreased $54.5 million, or 86%, to $8.9 million, or $0.16 per share. Adjusted EBITDA loss for the six months ended June 30, 2021 decreased $11.9 million, or 72%, to $4.6 million.
 
Updated Fiscal Year 2021 Revenue Guidance:
 
Assuming no significant and persistent resurgence of COVID-19 and related lockdown measures in key markets that would negatively impact the Company’s customer base, and based on strong pipeline activity, the Company now expects total revenue for the twelve months ending December 31, 2021 in the range of $102.0 million to $107.0 million, representing an increase of approximately 31% to 37%, year-over-year, compared to total revenue of $78.0 million for the twelve months ended December 31, 2020.

Conference Call Details:
 
Management will host a conference call at 8:00 a.m. Eastern Time on August 13, 2021 to discuss the results of the quarter with a question and answer session. Those who would like to participate may dial 877-407-2991 (201-389-0925 for international callers) and provide access code 13721406. A live webcast of the call will also be provided on the investor relations section of the Company's website at ir.venusconcept.com.

For those unable to participate, a replay of the call will be available for two weeks at 877-660-6853 (201-612-7415 for international callers); access code 13721406. The webcast will be archived at ir.venusconcept.com.

About Venus Concept
 
Venus Concept is an innovative global medical aesthetic technology leader with a broad product portfolio of minimally invasive and non-invasive medical aesthetic and hair restoration technologies and reach in over 60 countries and 20 direct markets. Venus Concept focuses its product sales strategy on a subscription-based business model in North America and in its well-established direct global markets. Venus Concept’s product portfolio consists of aesthetic device platforms, including Venus Versa, Venus Legacy, Venus Velocity, Venus Fiore, Venus Viva, Venus Freeze Plus, Venus Glow, Venus Bliss, Venus Epileve and Venus Viva MD. Venus Concept’s hair restoration systems includes NeoGraft®, an automated hair restoration system that facilitates the harvesting of follicles during a FUE process and the ARTAS® and ARTAS iX® Robotic Hair Restoration systems, which harvest follicular units directly from the scalp and create recipient implant sites using proprietary algorithms. Venus Concept has been backed by leading healthcare industry growth equity investors including EW Healthcare Partners (formerly Essex Woodlands), HealthQuest Capital, Longitude Capital Management, and Aperture Venture Partners.
 

Cautionary Statement Regarding Forward-Looking Statements
 
This communication contains contains “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended  and Section 21E of the Securities Exchange Act of 1934, as amended. Any statements contained herein that are not of historical facts may be deemed to be forward-looking statements. In some cases, you can identify these statements by words such as such as “anticipates,” “believes,” “plans,” “expects,” “projects,” “future,” “intends,” “may,” “should,” “could,” “estimates,” “predicts,” “potential,” “continue,” “guidance,” and other similar expressions that are predictions of or indicate future events and future trends. These forward-looking statements include, but are not limited to, statements about our financial performance; the growth in demand for our systems and other products; and general economic conditions, including the global economic impact of COVID-19, and involve risks and uncertainties that may cause results to differ materially from those set forth in the statements. These forward-looking statements are based on current expectations, estimates, forecasts, and projections about our business and the industry in which the Company operates and management's beliefs and assumptions and are not guarantees of future performance or developments and involve known and unknown risks, uncertainties, and other factors that are in some cases beyond our control. As a result, any or all of our forward-looking statements in this communication may turn out to be inaccurate. Factors that could materially affect our business operations and financial performance and condition include, but are not limited to, those risks and uncertainties described under Part II Item 1A—“Risk Factors” in our Quarterly Reports on Form 10-Q and Part I Item 1A—“Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020. You are urged to consider these factors carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on the forward-looking statements. The forward-looking statements are based on information available to us as of the date of this communication. Unless required by law, the Company does not intend to publicly update or revise any forward-looking statements to reflect new information or future events or otherwise.
 
Investor Relations Contact:
 
Westwicke Partners on behalf of Venus Concept:
Mike Piccinino, CFA
VenusConceptIR@westwicke.com
 

Venus Concept Inc.
 
Condensed Consolidated Balance Sheets
(In thousands of U.S. dollars, except share and per share data)

   
June 30, 2021
   
December 31, 2020
 
ASSETS
           
CURRENT ASSETS:
           
Cash and cash equivalents
 
$
23,059
   
$
34,297
 
Restricted cash
   
83
     
83
 
Accounts receivable, net of allowance of $12,295 and $18,490 as of June 30, 2021, and December 31, 2020
   
50,078
     
52,764
 
Inventories
   
19,767
     
17,759
 
Prepaid expenses
   
2,350
     
2,240
 
Advances to suppliers
   
3,359
     
2,587
 
Other current assets
   
4,635
     
5,674
 
Total current assets
   
103,331
     
115,404
 
LONG-TERM ASSETS:
               
Long-term receivables
   
21,950
     
21,148
 
Deferred tax assets
   
1,196
     
884
 
Severance pay funds
   
715
     
685
 
Property and equipment, net
   
2,937
     
3,539
 
Intangible assets
   
17,144
     
18,865
 
Total long-term assets
   
43,942
     
45,121
 
TOTAL ASSETS
 
$
147,273
   
$
160,525
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
CURRENT LIABILITIES:
               
Trade payables
 
$
5,684
   
$
6,322
 
Accrued expenses and other current liabilities
   
17,096
     
20,253
 
Taxes payable
   
1,851
     
1,132
 
Unearned interest income
   
2,464
     
1,950
 
Warranty accrual
   
1,314
     
1,106
 
Deferred revenues
   
901
     
1,752
 
Current portion of government assistance loans
   
1,280
     
 
Total current liabilities
   
30,590
     
32,515
 
LONG-TERM LIABILITIES:
               
Long-term debt
   
76,396
     
75,491
 
Government assistance loans
   
     
4,110
 
Taxes payable
   
478
     
478
 
Accrued severance pay
   
819
     
755
 
Deferred tax liabilities
   
308
     
811
 
Unearned interest income
   
1,176
     
1,778
 
Warranty accrual
   
467
     
533
 
Other long-term liabilities
   
192
     
293
 
Total long-term liabilities
   
79,836
     
84,249
 
TOTAL LIABILITIES
   
110,426
     
116,764
 
Commitments and Contingencies (Note 8)
               
STOCKHOLDERS’ EQUITY (Note 1):
               
Common Stock, $0.0001 par value: 300,000,000 shares authorized as of June 30, 2021 and December 31, 2020; 54,141,822 and 53,551,126 issued and outstanding as of June 30, 2021 and December 31, 2020, respectively
   
26
     
26
 
Additional paid-in capital (Note 1)
   
203,877
     
201,598
 
Accumulated deficit
   
(166,274
)
   
(157,392
)
TOTAL STOCKHOLDERS’ EQUITY
   
37,629
     
44,232
 
Non-controlling interests
   
(782
)
   
(471
)
     
36,847
     
43,761
 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
 
$
147,273
   
$
160,525
 


Venus Concept Inc.
Condensed Consolidated Statements of Operations
(In thousands of U.S. dollars, except per share data)

   
Three Months
Ended June 30
   
Six Months
Ended June 30
 
   
2021
   
2020
   
2021
   
2020
 
Revenue
                       
Leases
 
$
12,787
   
$
7,465
   
$
21,324
   
$
14,278
 
Products and services
   
13,041
     
9,531
     
27,101
     
17,226
 
     
25,828
     
16,996
     
48,425
     
31,504
 
Cost of goods sold
                               
Leases
   
2,736
     
1,541
     
4,506
     
2,993
 
Products and services
   
4,375
     
3,558
     
9,968
     
7,334
 
     
7,111
     
5,099
     
14,474
     
10,327
 
Gross profit
   
18,717
     
11,897
     
33,951
     
21,177
 
Operating expenses:
                               
Selling and marketing
   
10,114
     
4,545
     
17,968
     
13,156
 
General and administrative
   
7,828
     
14,590
     
19,993
     
28,766
 
Research and development
   
2,024
     
1,570
     
4,075
     
4,194
 
Goodwill impairment
   
     
     
     
27,450
 
Gain on forgiveness of government assistance loans
   
(2,775
)
   
     
(2,775
)
   
 
Total operating expenses
   
17,191
     
20,705
     
39,261
     
73,566
 
Loss from operations
   
1,526
     
(8,808
)
   
(5,310
)
   
(52,389
)
Other expenses:
                               
Foreign exchange loss (gain)
   
130
     
(1,166
)
   
844
     
3,113
 
Finance expenses
   
1,161
     
2,371
     
3,046
     
4,625
 
Loss on disposal of subsidiaries
   
-
     
385
     
-
     
385
 
Income (loss) before income taxes
   
235
     
(10,398
)
   
(9,200
)
   
(60,512
)
Income tax benefit
   
(7
)
   
(633
)
   
(7
)
   
(44
)
Net income (loss)
   
242
     
(9,765
)
   
(9,193
)
   
(60,468
)
Deemed dividend
   
-
     
(3,564
)
   
-
     
(3,564
)
Income (loss) attributable to stockholders of the Company
   
377
     
(13,152
)
   
(8,882
)
   
(63,342
)
Loss attributable to non-controlling interest
   
(135
)
   
(177
)
   
(311
)
   
(690
)
                                 
Net income (loss) per share:
                               
Basic
 
$
0.01
   
$
(0.39
)
 
$
(0.16
)
 
$
(2.01
)
Diluted
 
$
0.01
   
$
(0.39
)
 
$
(0.16
)
 
$
(2.01
)
Weighted-average number of shares used in per share calculation:
                               
Basic
   
54,088
     
33,315
     
53,917
     
31,564
 
Diluted
   
54,237
     
33,315
     
53,917
     
31,564
 
Net income (loss)
 
$
242
   
$
(9,765
)
 
$
(9,193
)
 
$
(60,468
)
Deemed dividend
   
-
     
(3,564
)
   
-
     
(3,564
)
Income (loss) attributable to stockholders of the Company
   
377
     
(13,152
)
   
(8,882
)
   
(63,342
)
Loss attributable to non-controlling interest
   
(135
)
   
(177
)
   
(311
)
   
(690
)
Comprehensive income (loss)
 
$
242
   
$
(9,765
)
 
$
(9,193
)
 
$
(60,468
)


Use of Non-GAAP Financial Measures
 
Adjusted EBITDA is a non-GAAP measure defined as net loss income before foreign exchange loss, financial expenses, income tax expense, depreciation and amortization, stock-based compensation and non-recurring items for a given period. Adjusted EBITDA is not a measure of our financial performance under U.S. GAAP and should not be considered an alternative to net income or any other performance measures derived in accordance with U.S. GAAP. Accordingly, you should consider Adjusted EBITDA along with other financial performance measures, including net income, and our financial results presented in accordance with U.S. GAAP. Other companies, including companies in our industry, may calculate Adjusted EBITDA differently or not at all, which reduces its usefulness as a comparative measure. We understand that although Adjusted EBITDA is frequently used by securities analysts, lenders and others in their evaluation of companies, Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our results as reported under U.S. GAAP. Some of these limitations are: Adjusted EBITDA does not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments; Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs; and although depreciation and amortization are a non-cash charges, the assets being depreciated will often have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements.
 
We believe that Adjusted EBITDA is a useful measure for analyzing the performance of our core business because it facilitates operating performance comparisons from period to period and company to company by backing out potential differences caused by changes in foreign exchange rates that impact financial assets and liabilities denominated in currencies other than the U.S. dollar, tax positions (such as the impact on periods or companies of changes in effective tax rates), the age and book depreciation of fixed assets (affecting relative depreciation expense), amortization of intangible assets, stock-based compensation expense (because it is a non-cash expense) and non-recurring items as explained below.
 
The following reconciliation of net loss to Adjusted EBITDA for the periods presented:

Venus Concept Inc.

Reconciliation of Net loss to Non-GAAP Adjusted EBITDA

   
Three Months
Ended June 30
   
Six Months
Ended June 30
 
   
2021
   
2020
   
2021
   
2020
 
Reconciliation of net income (loss) to Adjusted EBITDA
 
(in thousands)
   
(in thousands)
 
Net income (loss)
 
$
242
   
$
(9,765
)
 
$
(9,193
)
 
$
(60,468
)
Foreign exchange loss (gain)
   
130
     
(1,166
)
   
844
     
3,113
 
Interest expense
   
930
     
2,220
     
2,068
     
4,328
 
Accretion on long-term debt and amortization of fees
   
231
     
151
     
978
     
297
 
Income tax benefit
   
(7
)
   
(633
)
   
(7
)
   
(44
)
Depreciation and amortization
   
1,147
     
1,269
     
2,451
     
2,514
 
Stock-based compensation expense
   
558
     
539
     
1,066
     
1,056
 
Goodwill impairment charge
   
     
     
     
27,450
 
Gain on forgiveness of government assistance loans
   
(2,775
)
   
     
(2,775
)
   
 
Other adjustments (1)
   
     
4,664
     
     
5,302
 
Adjusted EBITDA
 
$
456
   
$
(2,721
)
 
$
(4,568
)
 
$
(16,452
)

(1) For the three and six months ended June 30, 2020, the other adjustments are mainly represented by severance and retention payments ($0.8 million and $1.5 million, respectively), additional bad debt provision due to COVID-19 ($3.0 million and $3.5 million, respectively) as well as a loss on sale of a subsidiary in Bulgaria ($0.4 million and $0.4 million, respectively).