NOTE
8.
ADOPTION OF TOPIC
606,
"REVENUE FROM CONTRACTS WITH CUSTOMERS"
 
On
January 1, 2018,
the Company adopted Topic
606
using the modified retrospective method applied to those contracts that were
not
completed as of
January 1, 2018.
In addition, the Company has accounted for all contract modifications retrospectively for contracts in transition at the date of adoption by electing the contract modification practical expedient. Contract consideration has
not
been adjusted for the effects of a significant financing component if the time between the transfer of the good or service and payment timing is
one
year or less. Results for reporting periods beginning after
January 1, 2018
are presented under Topic
606,
while prior period amounts are
not
adjusted and continue to be reported in accordance with the Company's historical accounting under Topic
605.
 
Transactions under the Company's major distribution agreements, which under prior guidance, were recognized upon shipment from its distributors to the final customers, are now recognized upon transfer of control to its major distribution partners at the amount of consideration that the Company expects to be entitled to. As a result, the Company now records contract liabilities for the invoiced amounts that are estimated to be subject to significant reversal, including product revenue allowances for cash consideration paid to customers for services, discounts, rebate programs, chargebacks, and product returns. The constraint on variable consideration for product returns is a new estimation resulting from the earlier recognition under the new guidance. Based on this change, the entire deferred revenue and deferred cost of goods sold balances related to its distribution agreements were allocated to either contract liabilities and other liabilities associated with invoicing in periods prior to adoption or included in the cumulative adjustment to retained earnings upon adoption. 
 
Milestone payments, which under the prior milestone recognition methodology were
not
recognized until they were substantively achieved, are included in the estimated transaction price when they are considered probable of being achieved. This
may
result in earlier recognition of revenue for the portion of milestone payments deemed probable which are allocated to performance obligations that are satisfied before the milestones are achieved. For license and collaboration revenue for which contract deliverables were previously accounted for as a combined unit of accounting because products or services were
not
separable, the Company has identified that under the new guidance the separate performance obligations are capable of being distinct. As a result, the transaction price under these arrangements, including upfront fees and milestone payments, are allocated differently to each performance obligation and
may
be recognized at earlier points in time or with a different pattern of performance over time.
 
The following table shows the reconciliation of assets and liabilities disclosed in the Form
10
-K for the year ended
December 31, 2017,
as adjusted, due to the modified retrospective adoption of Topic
606
on
January 1, 2018 (
in thousands):
 
   
As Reported
   
Effect of
   
As Adjusted
 
   
Under
    Change      
Under
 
   
Topic 605
           
Topic 606
 
                         
Accounts receivable
  $
3,629
    $
530
    $
4,159
 
Inventory
  $
504
    $
(25
)   $
479
 
Accrued liabilities
  $
1,672
    $
1,166
    $
2,838
 
Deferred revenue
  $
2,841
    $
(2,766
)   $
75
 
Deferred revenue, non-current
  $
534
    $
(534
)   $
-
 
Accumulated deficit
  $
(111,074
)   $
2,638
    $
(108,436
)
 
As a result of adopting Topic
606
using the modified retrospective approach, the following table shows the financial statement line items for the year ended
December 31, 2018,
as if revenue from contracts with customers had been accounted for under Topic
605
(in thousands, except per share data):
 
   
As Reported
   
Effect of
   
As Revised
 
   
Under Topic
   
Change
   
Under
 
    606            
Topic 605
 
                         
Consolidated Balance Sheet:
                       
Accounts receivable
  $
3,385
    $
(358
)   $
3,027
 
Inventory
  $
280
    $
36
    $
316
 
Accrued liabilities
  $
3,255
    $
(1,979
)   $
1,276
 
Deferred revenue
  $
41
    $
3,853
    $
3,894
 
Accumulated deficit
  $
(114,981
)   $
(2,196
)   $
(117,177
)
                         
                         
Total net sales
  $
12,508
    $
431
    $
12,939
 
Cost of product sales
  $
1,503
    $
(11
)   $
1,492
 
Loss from operations
  $
(7,871
)   $
442
    $
(7,429
)
Net loss
  $
(6,545
)   $
442
    $
(6,103
)
Basic net loss per share
  $
(0.39
)   $
0.03
    $
(0.36
)
Diluted net loss per share
  $
(0.46
)   $
0.03
    $
(0.43
)
                         
                         
Consolidated Statement of Cash Flows:
                       
Net loss
  $
(6,545
)   $
442
    $
(6,103
)
Adjustments to reconcile net loss to net cash used in operating activities:
                       
Accounts receivable
  $
774
    $
(172
)   $
602
 
Inventory
  $
198
    $
(11
)   $
187
 
Accounts payable and accrued liabilities
  $
516
    $
(844
)   $
(328
)
Deferred revenue
  $
(34
)   $
584
    $
550
 
 
 
At
December 31, 2018,
approximately
$41
thousand of transaction prices were allocated to unsatisfied performance obligations that the Company expects to be recognized during
2019.
 
For additional detail on the Company's accounting policy regarding revenue recognition, refer to Note
2
above.
 
The following table presents changes in the Company's contract assets and liabilities for the year ended
December 31, 2018:
 
 
   
Balance at
         
 
   
Balance at
 
   
Beginning
     
 
   
 
 
the end of
 
   
of
   
 
 
 
 
 
 
 
 
the
 
   
the year
   
Additions 
 
 
Deductions  
 
 
year
 
   
(in thousands)
 
Contract Liabilities: Deferred Revenue
  $
75
    $
-
    $
(34
)   $
41
 
Contract Liabilities: Accrued Liabilities
   
1,458
     
13,716
     
(12,817
)    
2,357
 
Total
  $
1,533
    $
13,716
    $
(12,851
)   $
2,398
 
 
During the year ended
December 31, 2018,
the Company recognized the following revenue (in thousands):
 
 
 
Revenue recognized in the year from:
       
Amounts included in contract liabilities at the beginning of the year:
       
Performance obligations satisfied
  $
1,453
 
New activities in the year:
       
Performance obligations satisfied
   
11,055
 
Total revenue
  $
12,508
 
 
 
License Collaboration and Distribution Agreements
 
In
January 2012,
the Company entered into a distribution agreement with China Pioneer, a Shanghai-based company that markets high-end pharmaceutical products into China and an affiliate of Pioneer Pharma (Singapore) Pte. Ltd. ("Pioneer Singapore"), for the commercialization of NeutroPhase in this territory. Under the terms of the agreement, NovaBay received an upfront payment of
$312,500.
NovaBay also received
$312,500
in
January 2013
related to the submission of the
first
marketing approval for the product to the Chinese Food and Drug Administration ("CFDA"). The deferred revenue was recognized as the purchase discounts were earned, with the remaining deferred revenue recognized ratably over the product distribution period. During the year ended
December 31, 2014,
NovaBay received
$625,000
upon receipt of a marketing approval of the product from the CFDA.
 
In
September 2012,
the Company entered into
two
agreements with China Pioneer: (
1
) an international distribution agreement ("Distribution Agreement") and (
2
) a unit purchase agreement ("Purchase Agreement"). These agreements were combined and accounted for as
one
arrangement with
one
unit of accounting for revenue recognition purposes.
 
Pursuant to the terms of the Distribution Agreement, China Pioneer has the right to distribute NeutroPhase, upon a marketing approval from a Regulatory Authority (as defined in the Distribution Agreement) in certain territories in Asia (other than China). Upon execution of the Distribution Agreement, the Company received an upfront payment, which was recorded as deferred revenue. China Pioneer is also obligated to make certain additional payments to the Company upon receipt of the marketing approval. The Distribution Agreement further provides that China Pioneer is entitled to a cumulative purchase discount
not
to exceed
$500,000
upon the purchase of NeutroPhase products, payable in NovaBay unregistered restricted common stock.
 
Pursuant to the Purchase Agreement, the Company also received
$2.5
million from China Pioneer for the purchase of restricted units (with each restricted unit comprising
one
share of common stock and a warrant for the purchase of
one
share of common stock). The unit purchase was completed in
two
tranches: (
1
)
800,000
units in
September 2012;
and (
2
)
1,200,000
units in
October 2012,
with both tranches at a purchase price of
$1.25
per unit. The fair value of the total units sold was
$3.5
million, based upon the trading price of our common stock on the dates the units were purchased and the fair value of the warrants based on the Black-Scholes Merton option pricing model. Because the aggregate fair value of the units on the dates of purchase exceeded the
$2.5
million in proceeds received from the unit purchase by approximately
$1
million, we reallocated
$600,000
from deferred revenue to stockholders' equity as consideration for the purchase of the units.
 
In
December 2013,
the Company announced it had expanded its NeutroPhase commercial partnership agreement with China Pioneer. The expanded agreement includes licensing rights to Avenova and CelleRx, which were developed internally by NovaBay. The expanded partnership agreement covers the commercialization and distribution of these products in China and
11
countries in Southeast Asia.
 
On
February 7, 2012,
the Company entered into a distribution agreement with Integrated Healing Technologies, LLC ("IHT") to distribute NeutroPhase. NovaBay received an upfront payment of
$750,000.
 
In
April 2013,
the Company entered into a collaboration and license agreement with Virbac. Under this agreement, Virbac acquired exclusive worldwide rights to develop the Company's proprietary compound, auriclosene (NVC-
422
), for global veterinary markets for companion animals. The Company received an upfront payment of
$250,000.
 
On
June 1, 2013,
the Company entered into a distribution agreement with Principal Business Enterprise Inc. ("PBE") to distribute NeutroPhase. NovaBay received an upfront payment of
$200,000.
  
Revenue has been recognized under these agreements as follows:
 
   
Year Ended
 
   
December 31,
 
(in thousands)
 
2018
   
2017
 
Amortization of upfront technology and access fees
  $
34
    $
103
 
Product revenue
   
169
     
1,956
 
Total revenue recognized
  $
203
    $
2,059
 
 
The Company had a deferred revenue balance of
$2.0
million at
December 31, 2017
related to these agreements, which consisted of the unamortized balances from upfront technology and access fees. Upon the adoption of Topic
606,
deferred revenue decreased by
$1.96
million and was recorded as part of the cumulative adjustment to the accumulated deficit. The decrease in deferred revenue related primarily to the identification of the licenses as "right of use" licenses under the current guidance for which control transferred to the customer at the onset of each contract. At
December 31, 2018,
the Company had deferred revenue of
$41
thousand that relates to unsatisfied performance obligations of sample supply due to Pioneer China and PBE and an incremental discount on future product sales due to Pioneer China.
 
Avenova Distribution Agreements
 
In
November 2014,
the Company signed a nationwide distribution agreement for its Avenova product with McKesson Corporation ("McKesson") as part of the Company's commercialization strategy. McKesson makes Avenova widely available in local pharmacies and major retail chains across the U.S., such as Wal-Mart, Costco, CVS and Target. In
January 2015,
the Company signed a nationwide distribution agreement with Cardinal Health. In
April 2015,
the Company also signed a distribution agreement with AmerisourceBergen to distribute Avenova nationwide. 
 
During the years ended
December 31, 2018
and
2017,
the Company earned
$11.0
million and
$13.6
million,
 
respectively, in sales revenue for its Avenova product from its distribution agreements.
 
The Company had a deferred revenue balance of
$1.3
million at
December 31, 2017
related to these agreements, which consisted of product sales that our customers had
not
resold to end users (sell-through approach). Upon the adoption of Topic
606,
deferred revenue decreased by
$1.3
million, with a portion associated with the constraint on variable consideration related to service fees/chargebacks, prompt payment discounts, rebates and returns in the amount of
$0.6
million being reclassified as a contract liability. The remaining
$0.7
million, including the net effect of deferred cost of goods sold, was recorded as part of the cumulative adjustment to the accumulated deficit. With the adoption of Topic
606,
we recognize product sales as revenue when our products are sold to our customers.
 
At
December 31, 2018,
under the Avenova product distribution arrangements, the Company had a contract liability balance of
$2.4
million. The contract liability is included in accounts payable and accrued liabilities in the balance sheet (see Note
7
).
 

About Revenue Disclosures

Revenue disclosures under ASC 606 explain how a company identifies performance obligations, allocates transaction prices, and determines when revenue is recognized. This section is essential for understanding whether reported revenue reflects genuine economic activity or aggressive accounting choices. Analysts examine the mix of point-in-time versus over-time recognition, which directly affects revenue timing and comparability.

Key signals: rising contract liabilities (deferred revenue) suggest strong future revenue visibility, while declining contract assets may indicate slowing project milestones. Watch for variable consideration estimates — rebates, returns, and performance bonuses that require management judgment. Significant changes in disaggregated revenue by geography or product line can reveal shifting business mix before it appears in headline numbers. Compare revenue growth against contract liability growth to assess sustainability, and scrutinize any changes in the timing of recognition that coincide with earnings pressure.