UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 6-K
 
 
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of June 2023
Commission File Number: 001-41253
 
 
Super Group (SGHC) Limited
(Translation of registrant’s name into English)
 
 
Super Group (SGHC) Limited
Bordeaux Court, Les Echelons
St. Peter Port, Guernsey, GY1 1AR
Telephone: +44 (0) 14 8182-2939
(Address of Principal Executive Offices)
 
 
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F  ☒            Form 40-F  ☐
 
 


CONTENTS
On August 17, 2023, Super Group (SGHC) Limited issued a press release announcing its financial results for the second quarter of 2023. A copy of the press release, which includes an unaudited condensed consolidated statement of financial position as at June 30, 2023 and unaudited condensed consolidated statements of profit or loss and other comprehensive income for the three and six months ended June 30, 2023 and 2022, is attached hereto as Exhibit 99.1.



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
SUPER GROUP (SGHC) LIMITED
Date: August 17, 2023
By:
/s/ Robert James Dutnall
Name:
Robert James Dutnall
Title:
Authorized Signatory




EXHIBIT INDEX
 
Exhibit No.
  
Description
99.1
  
Press Release, dated August 17, 2023.





image_0.jpg
Super Group Reports Second Quarter 2023 Financial Results

Second Quarter Highlights:
•
 
Revenue of €380.8 million
•
 
Profit for the period of €27.6 million includes a non-cash charge of €6.1 million arising from the change in fair value of option liability
•
 
Operational EBITDA ex-US of €82.6 million and a loss of €12.6 million from the US amounted to Operational EBITDA of €70.0 million

New York, NY – August 17, 2023 – Super Group (SGHC) Limited (NYSE: SGHC) (“SGHC” or “Super Group”), the parent company of Betway, a leading online sports betting and gaming business, and Spin, the multi-brand online casino, today announced second quarter 2023 consolidated financial results.
Neal Menashe, Chief Executive Officer of Super Group, commented: “Super Group has delivered financial results that reflect our ongoing focus on both an optimized global footprint and investment in long-term growth. This quarter's strong revenue performance has delivered enhanced economies of scale in multiple markets, resulting in significant year-over-year growth in Operational EBITDA, ex-US. We remain confident in our business model and focused in our search for future growth opportunities in the global online casino and sports betting industry.”
Alinda van Wyk, Chief Financial Officer of Super Group, stated: “Our second quarter results, ex-US included record revenue and solid Operational EBITDA of €82.6 million. Our monthly active customer numbers continue to show momentum reaching 3.7 million which we believe is a key driver for future growth. Achieving scale in each of our markets, combined with driving cost efficiencies throughout the business remain our focus for long-term growth and bringing us back to consistent ex-US EBITDA margin from operations of greater than 20%. With regards to the US, the business is tracking in-line with expectations and we are confident in our strategy."

Financial Highlights
•Revenue increased by 19% to €380.8 million for the second quarter 2023 from €320.8 million in the same period from the prior year driven by growth from Africa and Middle East and European markets partially offset by declines from North America (predominantly in Canada due to regulatory changes in Ontario) and Asia-Pacific markets.
•Profit for the period for the second quarter 2023 was €27.6 million, which included a non-cash charge of €6.1 million related to the increase in fair value of a liability for a call option granted to a third-party to purchase the B2B division of Digital Gaming Corporation Limited ("DGC"), which Super Group acquired in January 2023. Profit for the period of €298.6 million for the second quarter of 2022 included the positive impact of non-cash adjustments of €283.3 million related to the business combination and SGHC's public listing on January 27, 2022.
•Operational EBITDA was €70.0 million for the second quarter 2023 compared to €53.6 million in the second quarter of 2022. The measure for the second quarter 2023 was comprised of €82.6 million ex-US and a loss of €12.6 million in the US.
•Monthly Active Customers increased 40% to 3.7 million during the second quarter 2023 from 2.7 million in the second quarter of 2022.
•Cash and cash equivalents was €228.7 million at June 30, 2023, down from €254.8 million at December 31, 2022. This net reduction during the second quarter 2023 was the result of:
◦Inflows from operating activities amounting to €53.2 million;
◦Inflows from investing activities of €54.1 million. This was mainly attributable to a transfer of €138.5 million of restricted cash for the DGC bank lending facility into the available cash balance, reduced by a preceding injection into the facility of €18.6 million. There was an additional increase of €3.9 million resulting from interest and receipts from loans receivable. These increases were offset by the further investment in tangible and intangible assets of €25.7 million, predominantly due to the capitalization expenditure on software; issuance of
2



loans of €39.8 million to Apricot Investments Limited; as well as the cash paid on the acquisition of DGC of €11.7 million net of €7.7 million acquired from DGC;
◦Outflows from financing activities of €125.2 million was primarily due to DGC settling its bank lending facility of €139.5 million, offset by proceeds from interest-bearing borrowings of €18.5 million; and
◦A loss of €8.1 million was a result of foreign currency fluctuations on foreign cash balances held over this period.
Revenue by Geographical Region for the Three Months Ended June 30, 2023 in € ‘000s:
 
Betway

Spin

Total
Africa and Middle East110,029298110,327
Asia-Pacific41,14227,97369,115
Europe36,51920,60857,127
North America37,59099,514137,104
South/Latin America3,6573,4597,116
Total revenue228,937151,852380,789
 %%%
Africa and Middle East48 %— %29 %
Asia-Pacific18 %18 %18 %
Europe16 %14 %15 %
North America16 %66 %36 %
South/Latin America2 %2 %2 %

Revenue by Geographical Region for the Three Months Ended June 30, 2022 in € ‘000s:
 
Betway

Spin

Total
Africa and Middle East62,91466063,574
Asia-Pacific50,75626,63277,388
Europe28,5161,99330,509
North America32,616109,513142,129
South/Latin America3,8933,3237,216
Total revenue178,695142,121320,816
 %%%
Africa and Middle East35 %— %20 %
Asia-Pacific28 %19 %24 %
Europe16 %1 %10 %
North America19 %78 %44 %
South/Latin America2 %2 %2 %

3



Revenue by Geographical Region for the Six Months Ended June 30, 2023 in € ‘000s:
 
Betway

Spin

Total
Africa and Middle East197,453752198,205
Asia-Pacific76,19050,922127,112
Europe71,00841,946112,954
North America75,245192,065267,310
South/Latin America7,3336,39613,729
Total revenue427,229292,081719,310
 %%%
Africa and Middle East46 %— %28 %
Asia-Pacific17 %18 %17 %
Europe17 %14 %16 %
North America18 %66 %37 %
South/Latin America2 %2 %2 %

Revenue by Geographical Region for the Six Months Ended June 30, 2022 in € ‘000s:
 
Betway

Spin

Total
Africa and Middle East126,7001,996128,696
Asia-Pacific105,41050,620156,030
Europe58,7084,52063,228
North America67,679225,498293,177
South/Latin America7,1786,98614,164
Total revenue365,675289,620655,295
 %%%
Africa and Middle East35 %1 %20 %
Asia-Pacific29 %17 %24 %
Europe16 %2 %10 %
North America18 %78 %44 %
South/Latin America2 %2 %2 %

4



Revenue by product line for the Three Months Ended June 30, 2023 in € ‘000s:
 BetwaySpinTotal
Online casino1
72,028 151,620 223,648 
Sports betting1
143,012 1 143,013 
Brand licensing2
8,316 — 8,316 
Other3
5,581 231 5,812 
Total revenue228,937 151,852 380,789 

Revenue by product line for the Three Months Ended June 30, 2022 in € ‘000s:
 BetwaySpinTotal
Online casino1
62,139 142,174 204,313 
Sports betting1
110,740 (53)110,687 
Brand licensing2
5,766 — 5,766 
Other3
50 — 50 
Total revenue178,695 142,121 320,816 

1 Sports betting and online casino revenues are not within the scope of IFRS 15 ‘Revenue from Contracts with Customers’ and are treated as derivatives under IFRS 9 ‘Financial Instruments’.
2 Brand licensing revenues are within the scope of IFRS 15 ‘Revenue from Contracts with Customers’.
3 Other relates to profit share, royalties and outsource fees from external customers.

Revenue by product line for the Six Months Ended June 30, 2023 in € ‘000s:
 BetwaySpinTotal
Online casino1
138,172 291,595 429,767 
Sports betting1
261,294 46 261,340 
Brand licensing2
17,148 — 17,148 
Other3
10,615 440 11,055 
Total revenue427,229 292,081 719,310 

Revenue by product line for the Six Months Ended June 30, 2022 in € ‘000s:
 BetwaySpinTotal
Online casino1
119,595 289,220 408,815 
Sports betting1
219,777 400 220,177 
Brand licensing2
25,656 — 25,656 
Other3
647 — 647 
Total revenue365,675 289,620 655,295 

1 Sports betting and online casino revenues are not within the scope of IFRS 15 ‘Revenue from Contracts with Customers’ and are treated as derivatives under IFRS 9 ‘Financial Instruments’.
2 Brand licensing revenues are within the scope of IFRS 15 ‘Revenue from Contracts with Customers’.
3 Other relates to profit share, royalties and outsource fees from external customers.


5



Non-GAAP Financial Information
This press release includes non-GAAP financial information not presented in accordance with the International Financial Reporting Standards (“IFRS”).
EBITDA, Adjusted EBITDA and Operational EBITDA are non-GAAP company-specific performance measures that Super Group uses to supplement the Company’s results presented in accordance with IFRS. EBITDA is defined as profit before depreciation, amortization, financial income, financial expense and income tax expense/credit. Adjusted EBITDA is defined as EBITDA less gain on derivative contracts and gain on bargain purchase plus transaction costs, share listing expense, change in fair value of option, adjusted RSU expense and change in fair value of warrant liabilities and earnout liabilities, associated foreign exchange movements and unrealized foreign currency gains and losses. Operational EBITDA is Adjusted EBITDA further adjusted to exclude other non-recurring adjustments outside of the current year’s operations as may be deemed appropriate by the company’s audit committee.
Super Group believes that these non-GAAP measures are useful in evaluating the Company’s operating performance as they are similar to measures reported by the Company’s public competitors and are regularly used by securities analysts, institutional investors and other interested parties in analyzing operating performance and prospects.
Management does not consider these non-GAAP measures in isolation or as an alternative to financial measures determined in accordance with IFRS. The principal limitation of these non-GAAP financial measures is that they exclude significant expenses that are required by IFRS to be recorded in Super Group’s financial statements. In order to compensate for these limitations, management presents non-GAAP financial measures together with IFRS results. Non-GAAP measures should be considered in addition to results and guidance prepared in accordance with IFRS, but should not be considered a substitute for, or superior to, IFRS results.
Reconciliation tables of the most comparable IFRS financial measure to the non-GAAP financial measures used in this press release and supplemental materials are included below. Super Group urges investors to review the reconciliation and not to rely on any single financial measure to evaluate its business. In addition, other companies, including companies in our industry, may calculate similarly named non-GAAP measures differently than we do, which limits their usefulness in comparing our financial results with theirs.

6



Reconciliation of Profit after tax to EBITDA and Adjusted EBITDA and Operational EBITDA
in € ‘000s:
Three Months ended June 30,
Six Months ended June 30,
20232022
2023
2022
Profit for the period27,559 298,561 25,636 135,337 
Income tax expense14,203 5,623 20,640 14,582 
Finance income(2,070)(352)(3,266)(665)
Finance expense537 314 1,084 663 
Depreciation and amortization expense20,311 15,175 41,755 31,169 
EBITDA60,540 319,321 85,849 181,086 
Transaction fees— 207 — 21,611 
Gain on derivative contracts— — — (1,712)
Share listing expense— — — 126,252 
Foreign exchange on revaluation of warrants and earnouts— 24,029 — 24,029 
Change in fair value of warrant liability— (63,988)— (34,614)
Change in fair value of earnout liability— (219,321)— (194,936)
Change in fair value of option6,087 — 8,278 — 
Adjusted RSU expense2,671 3,376 5,778 3,376 
Unrealized foreign exchange1
725 (10,827)4,074 (10,677)
Adjusted EBITDA70,023 52,797 103,979 114,415 
Non recurring and non operational adjustments6 818 722 2,377 
Operational EBITDA70,029 53,615 104,701 116,792 
Operational EBITDA, ex-US82,674 53,615 133,929 116,792 
Operational EBITDA, US(12,645)— (29,228)— 
1 Unrealized foreign exchange movements has been reclassified in the Adjusted EBITDA calculation. This has resulted in a restatement of Adjusted EBITDA for all prior periods.


7



Webcast Details
The Company will host a webcast at 8:30 a.m. ET today to discuss the second quarter 2023 financial results. Participants may access the live webcast and supplemental earnings presentation on the events & presentations page of the Super Group Investor Relations website at: https://investors.sghc.com/events-and-presentations/default.aspx.

About Super Group (SGHC) Limited
Super Group (SGHC) Limited is the holding company for leading global online sports betting and gaming businesses: Betway, a premier online sports betting brand, and Spin, a multi-brand online casino offering. The group is licensed in multiple jurisdictions, with leading positions in key markets throughout Europe, the Americas and Africa. The group’s sports betting and online gaming offerings are underpinned by its scale and leading technology, enabling fast and effective entry into new markets. Its proprietary marketing and data analytics engine empowers it to responsibly provide a unique and personalized customer experience. For more information, visit www.sghc.com.
Contacts:
Investors:
investors@sghc.com
Media:
media@sghc.com
Source: Super Group


8



Forward-Looking Statements
Certain statements made in this press release are “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995.
These forward-looking statements include, but are not limited to, expectations and timing related to market entries and expansion, projections of market opportunity, growth and profitability expected growth of Super Group’s customer base, expansion into new markets.
These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “pipeline,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited to: (i) the ability to implement business plans, forecasts and other expectations, and identify and realize additional opportunities; (ii) the ability to maintain the listing of Super Group’s securities on a national securities exchange; (iii) changes in the competitive and regulated industries in which Super Group operates; (iv) variations in operating performance across competitors; (v) changes in laws and regulations affecting Super Group’s business; (vi) Super Group’s inability to meet or exceed its financial projections; (vii) changes in general economic conditions; (viii) changes in domestic and foreign business, market, financial, political and legal conditions; (ix) future global, regional or local economic and market conditions affecting the sports betting and gaming industry; (x) changes in existing laws and regulations, or their interpretation or enforcement, or the regulatory climate with respect to the sports betting and gaming industry; (xi) the ability of Super Group’s customers to deposit funds in order to participate in Super Group’s gaming products; (xii) compliance with regulatory requirements in a particular regulated jurisdiction, or Super Group’s ability to successfully obtain a license or permit applied for in a particular regulated jurisdiction, or maintain, renew or expand existing licenses; (xiii) the technological solutions Super Group has in place to block customers in certain jurisdictions, including jurisdictions where Super Group’s business is illegal, or which are sanctioned by countries in which Super Group operates from accessing its offerings; (xiv) Super Group’s ability to restrict and manage betting limits at the individual customer level based on individual customer profiles and risk level to the enterprise; (xv) the ability by Super Group’s key executives, certain employees or other individuals related to the business, including significant shareholders, to obtain the necessary licenses or comply with individual regulatory obligations in certain jurisdictions; (xvi) protection or enforcement of Super Group’s intellectual property rights, the confidentiality of its trade secrets and confidential information, or the costs involved in protecting or enforcing Super Group’s intellectual property rights and confidential information; (xvii) compliance with applicable data protection and privacy laws in Super Group’s collection, storage and use, including sharing and international transfers, of personal data; (xviii) failures, errors, defects or disruptions in Super Group’s information technology and other systems and platforms; (xix) Super Group’s ability to develop new products, services, and solutions, bring them to market in a timely manner, and make enhancements to its platform; (xx) Super Group’s ability to maintain and grow its market share, including its ability to enter new markets and acquire and retain paying customers; (xxi) the success, including win or hold rates, of existing and future online betting and gaming products; (xxii) competition within the broader entertainment industry; (xxiii) Super Group’s reliance on strategic relationships with land based casinos, sports teams, event planners, local licensing partners and advertisers; (xxiv) events or media coverage relating to, or the popularity of, online betting and gaming industry; (xxv) trading, liability management and pricing risk related to Super Group’s participation in the sports betting and gaming industry; (xxvi) accessibility to the services of banks, credit card issuers and payment processing services providers due to the nature of Super Group’s business; (xxvii) the regulatory approvals related to proposed acquisitions and the integration of the acquired businesses; and (xxviii) other risks and uncertainties indicated from time to time for Super Group including those under the heading “Risk Factors” in our Annual Report on Form 20-F filed with the SEC on April 27, 2023, and in Super Group’s other filings with the SEC. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in other documents filed or that may be filed by Super Group from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Super Group assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Super Group does not give any assurance that it will achieve its expectations.


9



Super Group (SGHC) Limited
Unaudited Consolidated Statements of Profit or Loss and Other Comprehensive Income
for the Three Months and Six Months Ended June 30, 2023 and 2022
(€ in '000s, except for share and profit per share)
 
 
Three months ended June 30,
Six Months Ended June 30
2023
2022
20232022
Revenue380,789 320,816 719,310 655,295 
Direct and marketing expenses(277,329)(225,700)(553,039)(466,417)
Other operating income1,028 2,886 2,309 5,293 
General and administrative expenses(37,861)(37,754)(74,453)(72,455)
Transaction fees— (207)— (21,611)
Depreciation and amortization expense(20,311)(15,175)(41,755)(31,169)
Profit from operations46,316 44,866 52,372 68,936 
Finance income2,070 352 3,266 665 
Finance expense(537)(314)(1,084)(663)
Gain on derivative contracts— — — 1,712 
Foreign exchange on revaluation of warrants and earnout liabilities— (24,029)— (24,029)
Share listing expense— — — (126,252)
Change in fair value of warrant liability— 63,988 — 34,614 
Change in fair value of earnout liability— 219,321 — 194,936 
Change in fair value of option(6,087)— (8,278)— 
Profit before taxation41,762 304,184 46,276 149,919 
Income tax expense(14,203)(5,623)(20,640)(14,582)
Profit for the period27,559 298,561 25,636 135,337 
Profit for the period attributable to:
Owners of the parent26,578 298,561 24,173 135,337 
Non-controlling interest981 — 1,463 — 
27,559 298,561 25,636 135,337 
Other comprehensive income items that may be reclassified subsequently to profit
Foreign currency translation1,190 (3,492)(792)(2,375)
Other comprehensive income for the period1,190 (3,492)(792)(2,375)
Total comprehensive income for the period28,749 295,069 24,844 132,962 
Total comprehensive profit for the period attributable to:
Owners of the parent27,768 295,069 23,381 132,962 
Non-controlling interest981 — 1,463 — 
28,749 295,069 24,844 132,962 
Weighted average shares outstanding, basic498,517,588 490,197,468 498,337,223 489,266,292 
Weighted average shares outstanding, diluted499,544,535 490,197,468 499,394,699 489,266,292 
Profit per share, basic (cents)
5.33 60.91 4.85 27.66 
Profit per share, diluted (cents)
5.32 60.91 4.84 27.66 
10



Super Group (SGHC) Limited
Consolidated Statements of Financial Position
as at June 30, 2023 and December 31, 2022
(€ in '000s)
 
Unaudited
2023
2022
ASSETS
Non‐current assets
Intangible assets202,788 164,676 
Goodwill122,050 61,553 
Property, plant and equipment13,921 14,031 
Right-of-use assets13,194 14,165 
Deferred tax assets24,915 23,294 
Regulatory deposits12,029 11,809 
Loans receivable64,711 25,524 
Investments in non-listed equity1,781 1,781 
 455,389 316,833 
Current assets  
Trade and other receivables125,959 116,800 
Income tax receivables12,104 40,349 
Restricted cash40,253 148,240 
Cash and cash equivalents228,689 254,778 
Assets held for sale31,724 — 
 438,729 560,167 
TOTAL ASSETS894,118 877,000 
  
Non-Current liabilities  
Lease liabilities8,548 10,308 
Deferred tax liability6,736 8,707 
Derivative financial instruments— 15,129 
 15,284 34,144 
Current liabilities  
Lease liabilities6,933 6,951 
Interest-bearing loans and borrowings98 1,203 
Trade and other payables160,425 155,304 
Customer liabilities46,721 50,246 
Provisions42,783 43,745 
Income tax payables23,609 50,761 
Derivative liability associated with assets held for sale23,226 — 
Liabilities associated with assets held for sale7,196 — 
 310,991 308,210 
TOTAL LIABILITIES326,275 342,354 
EQUITY  
Issued capital289,753 289,753 
Treasury stock(377)— 
Foreign exchange reserve(6,801)(6,009)
Retained profit267,249 234,333 
Equity attributable to owners of the parent549,824 518,077 
Non-controlling Interest18,019 16,569 
SHAREHOLDERS' EQUITY567,843 534,646 
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY894,118 877,000 

11

Super Group SGHC (NYSE:SGHC)
Historical Stock Chart
From Apr 2024 to May 2024 Click Here for more Super Group SGHC Charts.
Super Group SGHC (NYSE:SGHC)
Historical Stock Chart
From May 2023 to May 2024 Click Here for more Super Group SGHC Charts.