indv-20250630

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 001-37835

Indivior PLC

(Exact name of registrant as specified in its charter)


England and Wales		98-1204773
State or other jurisdiction of incorporation or organization		(I.R.S. Employer Identification No.)
	10710 Midlothian Turnpike Suite 125 North Chesterfield, VA 23235
	(address of principal executive offices)(zip code)
	Registrant's telephone number, including area code: (804) 379-1040

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Ordinary shares, $0.50 nominal value per share

INDV

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

☑

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

As of July 1, 2025, the number of outstanding ordinary shares was 124,769,820.

Table of Contents


Table of Contents			1
PART I - FINANCIAL INFORMATION			2
Item 1. Unaudited Financial Statements.			2
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.			24
Item 3. Quantitative and Qualitative Disclosures About Market Risk.			30
Item 4. Controls and Procedures			30
PART II - OTHER INFORMATION			31
Item 1. Legal Proceedings.			31
Item 1A. Risk Factors.			31
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.			31
Item 3. Defaults Upon Senior Securities.			31
Item 4. Mine Safety Disclosures.			31
Item 5. Other Information.			31
Item 6. Exhibits.			33
SIGNATURES			34

Important cautionary note regarding forward-looking statements

Certain statements contained herein, as well as in other filings we make with the SEC and other written and oral information we release, regarding our performance or other events or developments in the future constitute “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, among other things, express and implied statements pertaining to the Company’s financial guidance including revenue, gross margin and operating margin for 2025 and its medium- and long-term growth outlook; expected growth from new products in the Rest of the World; expected levels of future rebate payments, research and development expenses, and capital expenditures; potential future investment opportunities; and statements containing the words "believe," "anticipate," "plan," "expect," "intend," "estimate," "forecast," "strategy," "target," "goal," "guidance," "outlook," "potential," "project," "priority," "may," "will," "should," "would," "could," "can," the negatives thereof, and variations thereon and similar expressions. By their nature, forward-looking statements involve risks and uncertainties as they relate to events or circumstances that may or may not occur in the future.

Actual results may differ materially from those expressed or implied in such statements because they relate to future events. For information about some of the risks and important factors that could affect our future results and financial condition, see the discussion of “Risk Factors” in our Annual Report on Form 10-K filed March 3, 2025, our Quarterly Report on Form 10-Q filed May 1, 2025, Part II Item 1A herein, and our other filings with the U.S. Securities and Exchange Commission.

We have based the forward-looking statements in this report on our current expectations and beliefs concerning future events. Forward-looking statements contained in this report speak only as of the day they are made and, except as required by law, we undertake no obligation to update or revise any forward-looking statement, whether due to new information, future developments or otherwise.

PART I - FINANCIAL INFORMATION

Item 1. Unaudited Financial Statements.

Index to Unaudited Condensed Consolidated Financial Statements


Condensed Consolidated Statements of Operations			3
Condensed Consolidated Statements of Comprehensive Income (Loss)			4
Condensed Consolidated Balance Sheets			5
Condensed Consolidated Statements of Stockholders' Deficit			6
Condensed Consolidated Statements of Cash Flow			8
Notes to Condensed Consolidated Financial Statements			9

Indivior PLC

Condensed Consolidated Statements of Operations

(Amounts in millions, except per share data)

(Unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Net revenue	$	302	$	299	$	568	$	583
Cost of sales	52		79		96		117
Gross profit	250		220		472		466

Operating expenses:
Selling, general and administrative	158		152		290		295
Research and development	21		26		43		54

Litigation settlement	—		160		1		160




Operating income (loss)	72		(118)		138		(43)

Other (income) and expenses:
Interest (income)1	(6)		(6)		(10)		(13)
Interest expense1	15		9		27		18
Income (loss) before income taxes	62		(121)		121		(48)

Income tax expense (benefit)1	44		(23)		56		(12)

Net income (loss)	$	18	$	(97)	$	65	$	(36)
1 Sign convention modified beginning in Q2 2025 (for all periods presented)

Earnings (loss) per share
Basic	$	0.15	$	(0.72)	$	0.53	$	(0.27)
Diluted	$	0.14	$	(0.72)	$	0.52	$	(0.27)

Shares used in computing earnings (loss) per share
Basic	125		135		125		135
Diluted	126		135		125		135

See Notes to Condensed Consolidated Financial Statements.

Indivior PLC

Condensed Consolidated Statements of Comprehensive Income (Loss)

(Amounts in millions)

(Unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Net income (loss)	$	18	$	(97)	$	65	$	(36)
Other comprehensive income (loss), net of tax
Foreign currency translation	2		—		3		(2)
Other comprehensive income (loss)	2		—		3		(2)
Total comprehensive income (loss)	$	20	$	(97)	$	69	$	(38)

See Notes to Condensed Consolidated Financial Statements.

Indivior PLC

Condensed Consolidated Balance Sheets

(Amounts in millions, except per share data)

(Unaudited)


	June 30, 2025		December 31, 2024
Assets
Current assets
Cash and cash equivalents	$	510	$	319
Short-term investments	—		1
Accounts receivable, net of allowances of $2 (2025) and $3 (2024)	240		254
Inventories	149		167
Prepaid expenses	28		31

Current tax receivable	3		33
Other current assets	20		21
Total current assets	951		827
Long-term investments	27		27
Property, plant and equipment, net	117		100
Operating lease right of use assets, net	35		39
Goodwill and other intangible assets, net	7		6
Deferred tax assets	270		277

Other non-current assets	44		39
Total assets	$	1,452	$	1,316
Liabilities and shareholders' deficit
Current liabilities
Accrued rebates and product returns	$	709	$	562


Accounts payable and accrued expenses	196		216
Accrued litigation settlement expenses, current	105		99
Current portion of long-term debt	18		18
Operating lease liabilities, current	11		10
Income taxes payable	17		7
Other current liabilities	—		11
Total current liabilities	1,056		924

Long-term debt, less current portion	308		315
Accrued litigation settlement expenses, non-current	299		365
Operating lease liabilities, non-current	29		32
Other non-current liabilities	18		18
Total liabilities	$	1,709	$	1,652
Commitments and contingencies (Note 12)

Shareholders' deficit
Common stock, par value $0.50 per share Issued shares: 125 (2025) and 125 (2024)	62		62
Additional paid-in capital	101		90
Share repurchase commitment	—		(10)
Accumulated other comprehensive loss	(33)		(36)
Accumulated deficit	(388)		(443)
Total shareholders' deficit	(257)		(337)
Total liabilities and shareholders' deficit	$	1,452	$	1,316

See Notes to Condensed Consolidated Financial Statements.

Indivior PLC

Condensed Consolidated Statements of Stockholders’ Deficit

(Amounts in millions, except per share data)

(Unaudited)


	Common Stock
	Shares	Amount		Additional paid-in capital		Share repurchase commitment		Accumulated other comprehensive loss		Accumulated deficit		Total shareholders’ equity (deficit)
Balance, January 1, 2025	125	$	62	$	90	$	(10)	$	(36)	$	(443)	$	(337)
Net income	—	—		—		—		—		47		47
Other comprehensive income	—	—		—		—		1		—		1
Common stock issued	1	—		—		—		—		—		1
Common stock repurchased and canceled	(1)	—		—		—		—		(10)		(11)
Share-based compensation	—	—		6		—		—		—		6
Share repurchase liability movement, net	—	—		—		10		—		—		10
Settlement of tax on equity awards	—	—		(3)		—		—		—		(3)

Balance, March 31, 2025	125	62		93		—		(35)		(406)		(285)
Net income	—	—		—		—		—		18		18
Other comprehensive loss	—	—		—		—		2		—		2


Share-based compensation	—	—		8		—		—		—		8



Balance, June 30, 2025	125	$	62	$	101	$	—	$	(33)	$	(388)	$	(257)

See Notes to Condensed Consolidated Financial Statements.

Indivior PLC

Condensed Consolidated Statements of Stockholders’ Deficit

(Amounts in millions, except per share data)

(Unaudited)


	Common Stock
	Shares	Amount		Additional paid-in capital		Share repurchase commitment		Accumulated other comprehensive loss		Accumulated deficit		Total shareholders’ equity (deficit)
Balance, January 1, 2024	137	$	68	$	88	$	(23)	$	(30)	$	(288)	$	(184)
Net income	—	—		—		—		—		61		61
Other comprehensive loss	—	—		—		—		(3)		—		(3)
Common stock issued	1	1		1		—		—		—		2
Common stock repurchased and canceled	(2)	(1)		—		—		—		(35)		(36)
Share-based compensation	—	—		6		—		—		—		6
Share repurchase liability movement, net	—	—		—		14		—		—		14
Settlement of tax on equity awards	—	—		(20)		—		—		—		(20)
Other	—	—		(1)		—		—		—		(1)
Balance, March 31, 2024	136	68		74		(9)		(32)		(262)		(161)
Net loss	—	—		—		—		—		(97)		(97)


Common stock repurchased and canceled	(2)	(1)		—		—		—		(33)		(34)
Share-based compensation	—	—		6		—		—		—		6
Share repurchase liability movement, net	—	—		—		5		—		—		5


Balance, June 30, 2024	134	$	67	$	80	$	(4)	$	(32)	$	(393)	$	(281)

See Notes to Condensed Consolidated Financial Statements.

Indivior PLC

Condensed Consolidated Statements of Cash Flows

(Amounts in millions)

(Unaudited)


	Six Months Ended June 30,
		2025		2024
Cash flows from operating activities:
Net income (loss)		$	65	$	(36)
Adjustments to reconcile net income (loss) to net cash from operating activities:
Depreciation and amortization		5

SEC Form 10-Q filed by Indivior PLC