INDIVIOR PLC
For the period ended Dec 31, 2024. Filed Mar 3, 2025.
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FY2024 · Filed Mar 3, 2025
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Item 15. Exhibits and Financial Statement Schedules
a)
- Financial Statements: The following financial statements for Indivior are included in Item 8, Financial Statements and Supplementary Data:
Consolidated Statements of Operations for the Years Ended December 31, 2024, 2023 and 2022
Consolidated Statements of Comprehensive Loss for the Years Ended December 31, 2024, 2023 and 2022
Consolidated Balance Sheets as of December 31, 2024 and 2023
Consolidated Statements of Shareholders' Deficit for the Years Ended December 31, 2024, 2023 and 2022
Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023 and 2022
Notes to Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm (PCAOB Firm 238)
- Financial Statement Schedules: The following financial statement schedule is attached to this report.
Schedule I – Condensed Financial Information of the Registrant
All other schedules are omitted because they are not applicable, not required, or the information is included in the financial statements or the notes thereto.
- Exhibits: Certain of the following Exhibits have been previously filed with the Securities and Exchange Commission pursuant to the requirements of the Securities Act of 1933 and the Securities Exchange Act of 1934. Such exhibits are identified by the parenthetical references following the listing of each such exhibit and are incorporated herein by reference.
| Exhibit No. | Description |
| 2.1† | Contingent Value Rights Agreement dated as of March 2, 2023 between Indivior, Inc., Computershare Inc. and Computershare Trust Company, N.A. (incorporated by reference to Exhibit 4.21 to registration statement on Form 20-F filed May 23, 2023). |
| 3.1 | Memorandum and Articles of Association of Indivior PLC (adopted by a special resolution on 30 October 2014, as amended by a special resolution on 23 December 2014 and on 30 September 2022) (incorporated by reference to Exhibit 1.1 to registration statement on Form 20-F filed May 23, 2023). |
| 4.1 | Form of Share Certificate (incorporated by reference to Exhibit 2.1 to registration statement on Form 20-F filed May 23, 2023). |
| 4.2 | Description of Securities Registered under Section 12 of the Exchange Act (incorporated by reference to Exhibit 2.2 to Annual Report on Form 20-F filed March 6, 2024). |
| 10.1† | Note Purchase Agreement dated as of November 4, 2024 among RBP Global Holdings Limited, Indivior Global Holdings Limited, the persons from time to time party thereto as Notes Parties, Piper Sandler Finance LLC as Administrative Agent, and the Purchasers identified on Schedule 1.01(a) (incorporated by reference to Exhibit 10.1 to Report on Form 6-K filed November 8, 2024). |
| 10.2 | Resolution Agreement by and among Indivior PLC, Indivior Inc., the United States Attorney’s Office for the Western District of Virginia, and the United States Department of Justice’s Consumer Protection Branch made as of July 24, 2020 (incorporated by reference to Exhibit 4.3 to registration statement on Form 20-F filed May 23, 2023). |
| Exhibit No. | Description |
| 10.3 | Corporate Integrity Agreement between the Office of Inspector General of the Department of Health and Human Services and Indivior Inc. made as of July 24, 2020 (incorporated by reference to Exhibit 4.4 to registration statement on Form 20-F filed May 23, 2023). |
| 10.4 | Stipulated Order for Permanent Injunction and Equitable Monetary Relief in the United States District Court for the Western District of Virginia, Abingdon, between the Federal Trade Commission and Indivior Inc. entered November 20, 2020 (incorporated by reference to Exhibit 4.5 to Annual Report on Form 20-F filed March 6, 2024). |
| 10.5 | Final Judgment and Dismissal with Prejudice with Attorneys General of 41 states and the District of Columbia in Antitrust MDL made June 2, 2023 (incorporated by reference to Exhibit 4.25 to Annual Report on Form 20-F filed March 6, 2024). |
| 10.6 | Settlement Agreement among Indivior Inc. and a class of direct purchasers made October 22, 2023 (incorporated by reference to Exhibit 4.26 to Annual Report on Form 20-F filed March 6, 2024). |
| 10.7 | Lease of Land and Buildings at Dansom Lane, Hull HU8 7DS, by and between Reckitt Benckiser Healthcare (U.K.) Limited and RB Pharmaceuticals Limited, dated December 1, 2014 (incorporated by reference to Exhibit 4.7 to registration statement on Form 20-F filed May 23, 2023). |
| 10.8.1† | Copacker Supply Agreement by and between Reckitt Benckiser Healthcare (U.K.) Limited and RB Pharmaceuticals Limited, dated December 23, 2014 (incorporated by reference to Exhibit 4.14.1 to registration statement on Form 20-F filed May 23, 2023). |
| 10.8.2† | First Amendment to Copacker Supply Agreement Reckitt Benckiser Healthcare (U.K.) Limited and Indivior U.K. Limited, formerly known as RB Pharmaceuticals Limited, as amended and restated on March 29, 2019 (incorporated by reference to Exhibit 4.14.2 to registration statement on Form 20-F filed May 23, 2023). |
| 10.9.1† | Commercial Exploitation Agreement by and between Aquestive Therapeutics (f/k/a MonoSol Rx), LLC and Reckitt Benckiser Pharmaceuticals Inc., dated August 15, 2008 (as amended on August 19, 2009, November 13, 2009, March 30, 2010, October 13, 2010, December 15, 2010, December 9, 2011, December 1, 2012, October 14, 2013 (by Addendum A), July 30, 2014 (by Addendum B), January 12, 2017, November 25, 2019, December 29, 2020, and March 2, 2023)(incorporated by reference to Exhibit 4.15.1 to registration statement on Form 20-F filed May 23, 2023). |
| 10.9.2† | Supplemental Agreement by and between MonoSol Rx, LLC, Indivior Inc., and Indivior U.K. Limited, dated September 24, 2017 (incorporated by reference to Exhibit 4.15.2 to registration statement on Form 20-F filed May 23, 2023). |
| 10.10†# | Master Packaging and Supply Agreement effective as of October 1, 2023 by and between Sharp Packaging Services, LLC, Indivior Inc., and Indivior U.K. Limited. |
| 10.11.1† | Master Development and Supply Agreement made January 1, 2022 by and between Curia Massachusetts, Inc. and Indivior U.K. Limited (incorporated by reference to Exhibit 4.17 to registration statement on Form 20-F filed May 23, 2023). |
| 10.11.2† | Master Development and Supply Agreement effective the August 1, 2023 by and between Curia New Mexico, LLC and Indivior U.K. Limited (incorporated by reference to Exhibit 4.17.2 to Annual Report on Form 20-F filed March 6, 2024). |
| 10.12.1† | License Agreement between Opiant Pharmaceuticals, Inc. and Aegis Therapeutics, LLC effective January 1, 2017 (incorporated by reference to Exhibit 4.24 to registration statement on Form 20-F filed May 23, 2023). |
| 10.12.2†# | Amendment to the License Agreement between Indivior Inc., Indivior U.K. Limited, and Aegis Therapeutics, LLC made November 2020, 2024. |
| 10.13†# | Relationship Agreement made as of December 16, 2024 by and among Indivior PLC, Oaktree Value Opportunities Fund, L.P., Oaktree London Liquid Value Opportunities Fund (VOF), L.P., Oaktree Phoenix Investment Fund, L.P. and Boston Patriot Arlington ST LLC. |
| 10.14#* | The Indivior Inc. Incentive Compensation Policy. |
| 10.15* | Trust Deed in respect of the Indivior PLC Employee Benefit Trust (incorporated by reference to Exhibit 4.10 to registration statement on Form 20-F filed May 23, 2023). |
| 10.16* | Rules of the Indivior PLC Long-Term Incentive Plan (incorporated by reference to Exhibit 4.9 to registration statement on Form 20-F filed June 5, 2023). |
| 10.17#* | Rules of the Indivior 2024 Long-Term Incentive Plan. |
| Exhibit No. | Description |
| 10.18* | The Indivior PLC Savings-Related Share Option Plan (incorporated by reference to Exhibit 4.11 to registration statement on Form 20-F filed June 5, 2023). |
| 10.19* | Rules of the Indivior 2024 U.K. Savings Related Share Option Plan, incorporated by reference to Exhibit 99.3 to Registration Statement on Form S-8 Filed October 24, 2024. |
| 10.20#* | The Indivior PLC U.S. Employee Stock Purchase Plan. |
| 10.21* | Rules of the Indivior Group Deferred Bonus Plan (incorporated by reference to Exhibit 99.4 to registration statement on Form S-8 filed October 24, 2024). |
| 10.22#* | Form of Director Employment Agreement |
| 10.23.1#* | Employment Agreement with Mark Crossley made as of June 29, 2020. |
| 10.23.2#* | Amendment to Employment Agreement with Mark Crossley made as of April 25, 2024. |
| 10.23.3#* | Separation Agreement by and between Indivior, Inc. and Mark Crossley as of February 26, 2025. |
| 10.24.1#* | Employment Agreement with Ryan Preblick made as of November 19, 2020. |
| 10.24.2#* | Amendment to Employment Agreement with Ryan Preblick made as of April 25, 2024. |
| 10.25#* | Form of Executive Confidentiality, Proprietary Rights and Non-Competition Agreement |
| 19.1# | Group-Wide Dealing Policy |
| 19.2# | Dealing Code |
| 21.1# | Subsidiaries of the Registrant |
| 23.1# | Consent of PricewaterhouseCoopers LLP (US) |
| 31.1# | Certification of Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31.2# | Certification of Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32.1# | Certification of Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act of 2002. |
| 32.2# | Certification of Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002. |
| 97.1#* | Indivior PLC Malus & Clawback Policy. |
| 101.1# | Inline Interactive Data File |
| 101.INS# | Inline XBRL Instance Document—this instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document |
| 101.SCH# | Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL# | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF# | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB# | Inline XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE# | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104# | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
†Confidential treatment requested as to certain portions, which portions have been omitted
*Management Contract
#Filed herewith
Parent Company Information
Cash dividends and/or share repurchase programs, if any, are made by Indivior PLC (the “Parent Company”). The Parent Company’s primary source of income and cash flow is dividends and loans from its subsidiaries, which are restricted by our note purchase agreement (see Item 8. Financial Statements—Audited Consolidated Financial Statements - Note 12. Debt). The Note Purchase Agreement contains customary negative covenants limiting these subsidiaries' ability to dividends, loans and other restricted payments, subject to certain exceptions and baskets. The stand-alone condensed financial statements of the Parent Company are presented below in accordance with SEC regulations when such restrictions exist. We currently anticipate that we will retain future earnings for the development, operation and expansion of our business and do not anticipate declaring or paying any cash dividends for the foreseeable future.
Parent Company Condensed Statements of Net Income (Loss) and Comprehensive Loss
| Year Ended December 31, | |||
|---|---|---|---|
| 2024 | 2023 | 2022 | |
| Revenues | $— | $— | $— |
| Operating expenses | (34) | (32) | (34) |
| Operating loss | (34) | (32) | (34) |
| Equity earnings (losses) in subsidiaries | 30 | (104) | (18) |
| Loss before income taxes | (4) | (136) | (52) |
| Income tax benefit | 6 | 7 | 8 |
| Net income (loss) | 2 | (129) | (44) |
| Comprehensive loss | $(4) | $(127) | $(50) |
Parent Company Condensed Balance Sheets
| Year Ended December 31, | ||
|---|---|---|
| 2024 | 2023 | |
| Assets | ||
| Current assets | ||
| Cash and cash equivalents | $7 | $34 |
| Amounts due from subsidiaries | 2 | 1 |
| Other current assets | 16 | 6 |
| Total current assets | 25 | 41 |
| Deferred tax assets | 13 | 19 |
| Total assets | $38 | $60 |
| Liabilities and shareholders' deficit | ||
| Current liabilities | ||
| Accounts payable | $19 | $34 |
| Amounts due to subsidiaries | 9 | 17 |
| Total current liabilities | 28 | 51 |
| Equity in net deficit of subsidiaries | 350 | 185 |
| Other non-current liabilities | 8 | 15 |
| Total liabilities | 386 | 251 |
| Shareholders' deficit | ||
| Common stock | 62 | 68 |
| Additional paid-in capital | 91 | 88 |
| Share repurchase commitment | (10) | (23) |
| Accumulated other comprehensive income | (36) | (30) |
| Accumulated deficit | (456) | (296) |
| Total shareholders' deficit | (348) | (191) |
| Total liabilities and shareholders' deficit | $38 | $60 |
Parent Company Condensed Statements of Cash Flow
| Year Ended December 31, | |||
|---|---|---|---|
| 2024 | 2023 | 2022 | |
| Net cash used in operating activities | $(25) | $(58) | $(15) |
| Cash flows from investing activities: | |||
| Dividends from subsidiaries | 190 | 83 | 152 |
| Net cash provided by investing activities | 190 | 83 | 152 |
| Cash flows from financing activities: | |||
| Proceeds from the issuance of common stock | 3 | 4 | 2 |
| Shares repurchased and canceled | (173) | (33) | (90) |
| Other | (22) | (22) | (10) |
| Net cash used in financing activities | (192) | (51) | (98) |
| Net (decrease) increase in cash and cash equivalents | (27) | (26) | 39 |
| Cash and cash equivalents at beginning of period | 34 | 60 | 21 |
| Cash and cash equivalents at end of period | $7 | $34 | $60 |
(1) Introduction and basis of presentation
The Parent Company financial statements have been prepared using the same accounting principles and policies as described in the notes to our Consolidated Financial Statements except for the investment in the subsidiaries are accounted for using the equity method of accounting. Any material contingencies, long-term obligations and guarantees have been separately disclosed in the accompanying Consolidated Financial Statements. These condensed parent company financial statements are not the general-purpose financial statements of the reporting entity. These condensed financial statements of the Parent Company should be read in conjunction with the consolidated financial statements of Indivior PLC and its consolidated subsidiaries (the “Company”) and the notes thereto included in Item 8. Financial Statements—Audited Consolidated Financial Statements. These financial statements have been provided to comply with Rule 4-08(e) of Regulation S-X.
Use of Estimates
The use of estimates is inherent in the preparation of financial statements in accordance with generally accepted accounting principles. Actual results could differ from those estimates.
(2) Supplemental Disclosures of Cash Flow Information
The Parent Company receives dividends from its subsidiaries primarily to repurchase common stock and fund its operating costs. During the periods presented, the dividends received were in excess of current year equity in subsidiary earnings, and thus was considered to be a return of investment and is classified as a cash inflow from investing activities.
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