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 March 2024
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 May 8, 2024, Super Group (SGHC) Limited issued a press release announcing its financial results for the first quarter of 2024. A copy of the press release, which includes an unaudited consolidated statement of financial position as at March 31, 2024 and unaudited condensed statements of profit or loss and other comprehensive income for the three months ended March 31, 2024 and 2023, 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: May 8, 2024
By:
/s/ Robert James Dutnall
Name:
Robert James Dutnall
Title:
Authorized Signatory




EXHIBIT INDEX
 
Exhibit No.
  
Description
99.1
  
Press Release, dated May 8, 2024.





image_0a.jpg
Super Group Reports Financial Results for First Quarter 2024

•
 
Revenue of €379.3 million for the first quarter of 2024, representing the highest revenue recorded in a first quarter
•
 
Profit for the three months ended March 31, 2024 of €41.0 million, including a pre-tax gain of €40.1 million relating to the sale of the B2B division of DGC and a non-cash charge of €13.1 million for change in fair value of option liability
•
 
Non-GAAP Adjusted EBITDA ex-US of €68.7 million and a loss of €22.3 million from the US amounted to Adjusted EBITDA of €46.5 million
•
 
Unrestricted cash was €289.2 million as at March 31, 2024

New York, NY – May 8, 2024 – 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 first quarter 2024 unaudited consolidated financial results.
Neal Menashe, Chief Executive Officer of Super Group, commented: “We've had a phenomenal start to the year, continuing our momentum from a strong end to 2023. This robust performance has been delivered by our global team’s ongoing focus and investment into core markets that are yielding strong returns, providing us with a solid foundation for the remainder of the year.”
Alinda van Wyk, Chief Financial Officer of Super Group, stated: "We achieved record results for a first quarter of €374 million of revenue and €69 million of Adjusted EBITDA, for the ex-US business. Our laser focus on creating a leaner, more efficient operating model has delivered results, with Q1 operating expenses as a percentage of net revenue falling to below 19%. Investment into high-growth areas of the business continues at pace and we remain confident that we are in a strong position to realize our goals set for 2024."

Financial Highlights:
•Revenue increased by 12% to €379.3 million for the first quarter 2024 (constant currency: 17% to €389.3 million) from €338.5 million in the same period from the prior year driven by growth from Africa and North America (predominantly Canada) markets partially offset by declines from the Middle East and Asia-Pacific market.
•Profit for the period was €41.0 million for the first quarter 2024, which included a gain on disposal of the B2B division of Digital Gaming Corporation Limited ("DGC") of €40.1 million as well as a non-cash charge of €13.1 million related to the increase in fair value of option liability. Loss for the period of €1.9 million for the first quarter of 2023 included the non-cash charge of €2.2 million related to the change in fair value of option liability.
•Adjusted EBITDA, a non-GAAP measure, increased 29% to €46.5 million for the first quarter 2024 compared to €36.1 million in the first quarter of 2023.
•Monthly Active Customers increased 33% to 4.7 million during the first quarter of 2024 from 3.5 million in the first quarter of 2023.
•Cash and cash equivalents was €289.2 million at March 31, 2024, up from €241.9 million at December 31, 2023. This net increase during the first quarter 2024 was the result of:
◦Inflows from operating activities amounting to €69.8 million;
◦Outflows from investing activities of €20.4 million. This was mainly as a result of further investment in tangible and intangible assets of €20.6 million, predominantly due to the capitalization expenditure on software, issuance of loan to Apricot Investments Limited of €10.0 million and deferred consideration paid of €2.1 million relating to the 15 Marketing Limited acquisition. These were offset in part by €9.2 million consideration received from the sale of the B2B division of DGC, as well as €3.7 million resulting from receipts of interest and repayment of loans receivable;
◦Outflows from financing activities of €1.7 million due to lease payments; and
◦A loss of €0.5 million as a result of foreign currency fluctuations on foreign cash balances held over this period.
1



Revenue by Geographical Region for the Three Months Ended March 31, 2024 in € ‘000s:
 
Betway

Spin

Total
Africa and Middle East139,274396139,670
Asia-Pacific7,92727,11535,042
Europe39,00618,62057,626
North America32,298108,596140,894
South/Latin America3,4532,5666,019
Total revenue221,958157,293379,251
 %%%
Africa and Middle East61 %0 %37 %
Asia-Pacific4 %17 %9 %
Europe18 %12 %15 %
North America15 %69 %37 %
South/Latin America2 %2 %2 %

Revenue by Geographical Region for the Three Months Ended March 31, 2023 in € ‘000s:
 
Betway

Spin

Total
Africa and Middle East87,42445587,879
Asia-Pacific35,04822,94957,997
Europe34,48921,33855,827
North America37,65592,550130,205
South/Latin America3,6762,9376,613
Total revenue198,292140,229338,521
 %%%
Africa and Middle East44 %0 %26 %
Asia-Pacific18 %16 %17 %
Europe17 %15 %16 %
North America19 %67 %39 %
South/Latin America2 %2 %2 %













2



Revenue by product line for the Three Months Ended March 31, 2024 in € ‘000s:
 BetwaySpinTotal
Online casino1
135,304 156,858 292,162 
Sports betting1
76,842 60 76,902 
Brand licensing2
5,870 — 5,870 
Other3
3,942 375 4,317 
Total revenue221,958 157,293 379,251 
Revenue by product line for the Three Months Ended March 31, 2023 in € ‘000s:
 BetwaySpinTotal
Online casino1
102,995 139,975 242,970 
Sports betting1
81,432 45 81,477 
Brand licensing2
8,832 — 8,832 
Other3
5,033 209 5,242 
Total revenue198,292 140,229 338,521 
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’. Fixed Odds Contingencies has been reclassified from sports in the prior period to online casino in order to align to the current year classification. Fixed Odds Contingencies are casino style games in respect of which the odds are agreed at the time of the bet and accepted under the sports licenses in certain jurisdictions.
2 Brand licensing revenues are within the scope of IFRS 15 ‘Revenue from Contracts with Customers’.
3 Other relates mainly to DGC usage fee income as well as profit share and outsource fees from external customers.





















3



Non-GAAP Financial Information
This press release includes non-GAAP financial information not presented in accordance with the International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board.
EBITDA, Adjusted EBITDA and revenue on a constant currency basis 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, finance income, finance expense and income tax expense/credit. Adjusted EBITDA is EBITDA adjusted for market closure costs, adjusted RSU expense, change in fair value of option liabilities, unrealized foreign currency gains and losses, gain on disposal of business and other adjustments. Constant currency revenue growth is calculated by translating non-Euro performance for 2023 and 2024 using 2023 exchange rates.
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.

Reconciliation of Profit / (Loss) after taxation to EBITDA and Adjusted EBITDA
for the three months ended March 31, in € ‘000s:
20242023
Profit / (loss) for the period40,964 (1,924)
Income tax expense7,745 6,437 
Finance income(3,069)(1,195)
Finance expense1,238 547 
Depreciation and amortization expense19,902 21,445 
EBITDA66,780 25,310 
Market closure326 — 
Change in fair value of option13,106 2,191 
RSU expense1
3,718 4,140 
Unrealized foreign exchange1
3,126 3,111 
Gain on disposal of business(40,135)— 
Other adjustments1
(462)1,315 
Adjusted EBITDA46,459 36,067 
Adjusted EBITDA, ex-US68,749 52,543 
Adjusted EBITDA, US(22,290)(16,476)
1 Adjusted EBITDA has been restated for the prior period presented to include unrealized foreign exchange movements, additional RSU expenses and other adjustments.


4



Webcast Details
The Company will host a webcast at 8:30 a.m. ET today to discuss the first quarter 2024 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. Super Group has been ranked no.6 in the EGR Power 50 for the last two years. For more information, visit www.sghc.com.
Contacts:
Investors:
investors@sghc.com
Media:
media@sghc.com
Source: Super Group


5



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 of expected growth of Super Group’s customer base, expansion into new markets and expectations for the remainder of 2024.
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 25, 2024, 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.


6



Super Group (SGHC) Limited
Unaudited Consolidated Statements of Profit or Loss and Other Comprehensive Income
for the three months ended March 31, 2024 and 2023
(€ in '000s, except for shares and profit (loss) per share)
 
2024
2023
Revenue379,251 338,521 
Direct and marketing expenses(303,890)(275,710)
General and administrative expenses(39,202)(36,591)
Other operating income3,592 1,281 
Gain on disposal of business40,135 — 
Depreciation and amortization expense(19,902)(21,445)
Finance income3,069 1,195 
Finance expense(1,238)(547)
Change in fair value of option(13,106)(2,191)
Profit before taxation48,709 4,513 
Income tax expense(7,746)(6,437)
Profit / (loss) for the period
40,964 (1,924)
Profit / (loss) for the period attributable to:
Owners of the parent41,176 (2,406)
Non-controlling interest(212)482 
40,964 (1,924)
Other comprehensive income items that may be reclassified subsequently to profit
Foreign currency translation6,112 (1,982)
Other comprehensive income / (expense) for the period
6,112 (1,982)
Total comprehensive profit / (loss) for the period
47,076 (3,906)
Total comprehensive profit / (loss) for the period attributable to:
Owners of the parent47,288 (4,388)
Non-controlling interest(212)482 
47,076 (3,906)
Weighted average shares outstanding, basic500,566,918 498,154,854 
Weighted average shares outstanding, diluted501,937,886 498,154,854 
Profit / (loss) per share, basic (cents)
8.23 (0.48)
Profit / (loss) per share, diluted (cents)
8.20 (0.48)











7



Super Group (SGHC) Limited
Consolidated Statements of Financial Position
as at March 31, 2024 and December 31, 2023
(€ in '000s)
 
Unaudited
2024
2023
ASSETS
Non‐current assets
Intangible assets193,091 193,395 
Goodwill96,035 94,915 
Property, plant and equipment17,327 17,406 
Right-of-use assets23,224 24,866 
Deferred tax assets35,368 36,703 
Regulatory deposits12,501 11,951 
Loans receivable99,092 89,090 
Investments in non-listed equity174 174 
 476,812 468,500 
Current assets  
Trade and other receivables133,681 154,615 
Loans receivable6,087 6,719 
Income tax receivables17,230 12,535 
Restricted cash37,745 38,287 
Cash and cash equivalents289,185 241,923 
Assets held for sale— 38,292 
 483,928 492,371 
TOTAL ASSETS960,740 960,871 
  
Non-Current liabilities  
Lease liabilities22,451 23,919 
Deferred tax liability3,582 4,684 
Derivative financial instruments2,056 2,056 
Deferred and contingent consideration327 322 
 28,416 30,981 
Current liabilities  
Lease liabilities5,425 5,226 
Interest-bearing loans and borrowings68 87 
Deferred and contingent consideration305 2,392 
Trade and other payables232,776 195,392 
Customer liabilities57,585 67,592 
Provisions8,432 44,826 
Income tax payables38,145 25,840 
Derivative liability associated with assets held for sale— 42,600 
Liabilities associated with assets held for sale— 7,140 
 342,736 391,095 
TOTAL LIABILITIES371,152 422,076 
EQUITY  
Issued capital289,753 289,753 
Treasury stock(2,632)(2,632)
Foreign exchange reserve(1,312)(7,424)
Retained profit285,511 240,618 
Equity attributable to owners of the parent571,320 520,315 
Non-controlling Interest18,268 18,480 
SHAREHOLDERS' EQUITY589,588 538,795 
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY960,740 960,871 
8

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