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 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 August 7, 2024, Super Group (SGHC) Limited issued a press release announcing its financial results for the second quarter of 2024. A copy of the press release, which includes an unaudited consolidated statement of financial position as at June 30, 2024 and unaudited condensed statements of profit or loss and other comprehensive income for the three and six months ended June 30, 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: August 7, 2024
By:
/s/ Robert James Dutnall
Name:
Robert James Dutnall
Title:
Authorized Signatory




EXHIBIT INDEX
 
Exhibit No.
  
Description
99.1
  
Press Release, dated August 7, 2024.





image_0.jpg
Super Group Reports Financial Results for Second Quarter 2024

•
 
Revenue of €414.7 million for the second quarter of 2024 - an all-time quarterly record
•
 
Loss for the three months ended June 30, 2024 of €0.8 million includes non-cash charges of €36.8 million relating to the impairment of DGC related assets
•
 
Non-GAAP Adjusted EBITDA ex-US of €98.3 million for the three months ended June 30, 2024 is the highest quarterly ex-US adjusted EBITDA to date, offset by a non-GAAP Adjusted EBITDA loss of €16.4 million from the US, resulting in total non-GAAP Adjusted EBITDA of €81.9 million
•
 
Unrestricted cash of €306.8 million at June 30, 2024
New York, NY – August 7, 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 second quarter 2024 unaudited consolidated financial results.
Neal Menashe, Chief Executive Officer of Super Group, commented: “The second quarter of 2024 was our strongest quarter ever and demonstrates the exceptional progress we continue to make as a business. I'm glad we have reached a conclusion in shutting the US sports betting market and we continue more generally to optimize our global footprint both in terms of geography and product. I'm really excited to welcome English Premier League champions, Manchester City, and South Africa’s Premier Soccer League, now known as the Betway Premiership, to our brand sponsorship portfolio. Our outlook for the remainder of the year is strong, and we look forward to making 2024 a super year for Super Group.”
Alinda van Wyk, Chief Financial Officer of Super Group, stated: "We achieved new quarterly records for the ex-US business for both total revenue of €408 million and Adjusted EBITDA of €98 million. The continued focus of growth in key markets, along with the significant progress made on realizing cost efficiencies, contributed to a strong second quarter ex-US EBITDA margin of 24%. Given the strength we have seen in the first half of the year, we are confident in raising our ex-US Adjusted EBITDA guidance for the full year 2024 to greater than €300m. Finally, our debt-free balance sheet continues to show strength, and we were pleased to return capital to shareholders through the announcement of our first ever dividend."

Financial Highlights:
•Revenue increased by 9% to €414.7 million for the second quarter of 2024 (constant currency: 11% to €422.5 million from €380.8 million in the same period of the prior year, driven by growth from the Africa and North America (predominantly Canada) markets partially offset by declines from the Middle East and Asia-Pacific markets.
•Loss for the period was €0.8 million for the second quarter of 2024 and includes non-cash charges of €36.8 million relating to the impairment of DGC related assets. Profit for the period of €27.6 million for the second quarter of 2023 included a non-cash charge of €6.1 million related to the change in fair value of option liability.
•Adjusted EBITDA, a non-GAAP measure, increased by 8% to €81.9 million for the second quarter 2024 compared to €75.9 million in the second quarter of 2023.
•Monthly Active Customers increased by 21% to 4.5 million during the second quarter of 2024 from 3.7 million in the second quarter of 2023.
•Cash and cash equivalents was €306.8 million at June 30, 2024, up from €241.9 million at December 31, 2023. This net increase during the six months ended June 30, 2024 was the result of:
◦Inflows from operating activities amounting to €104.5 million;
◦Outflows from investing activities of €42.9 million. This was mainly as a result of further investment in tangible and intangible assets of €44.8 million, predominantly due to the capitalization of expenditure on software, issuance of a loan to Apricot Investments Limited of €10.0 million, deferred consideration paid of €2.1 million relating to the 15 Marketing Limited acquisition and cash paid of €2.0 million for an investment in associate. These outflows were offset in part by €9.2 million of consideration received from the sale of the B2B division of DGC, as well as €6.3 million resulting from receipts of interest and repayment of loans receivable;
◦Outflows from financing activities of €3.7 million, mainly due to lease payments; and
◦A gain of €7.0 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 June 30, 2024 in € ‘000s:
 
Betway

Spin

Total
Africa and Middle East152,767876153,643
Asia-Pacific6,74030,27837,018
Europe44,91420,62965,543
North America38,314111,775150,089
South/Latin America3,5154,9388,453
Total revenue246,250168,496414,746
 %%%
Africa and Middle East62 %1 %37 %
Asia-Pacific3 %18 %9 %
Europe18 %12 %16 %
North America16 %66 %36 %
South/Latin America1 %3 %2 %

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 %0 %29 %
Asia-Pacific18 %18 %18 %
Europe16 %14 %15 %
North America16 %66 %36 %
South/Latin America2 %2 %2 %













2



Revenue by Geographical Region for the Six Months Ended June 30, 2024 in € ‘000s:
 
Betway

Spin

Total
Africa and Middle East292,0301,283293,313
Asia-Pacific14,66657,39372,059
Europe83,91939,249123,168
North America70,612220,372290,984
South/Latin America6,9887,48514,473
Total revenue468,215325,782793,997
 %%%
Africa and Middle East63 %0 %36 %
Asia-Pacific3 %18 %9 %
Europe18 %12 %16 %
North America15 %68 %37 %
South/Latin America1 %2 %2 %

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 %0 %28 %
Asia-Pacific17 %18 %17 %
Europe17 %14 %16 %
North America18 %66 %37 %
South/Latin America2 %2 %2 %

3



Revenue by product line for the Three Months Ended June 30, 2024 in € ‘000s:
 BetwaySpinTotal
Online casino1
154,903 168,252 323,155 
Sports betting1
84,319 — 84,319 
Brand licensing2
5,263 — 5,263 
Other3
1,765 244 2,009 
Total revenue246,250 168,496 414,746 
Revenue by product line for the Three Months Ended June 30, 2023 in € ‘000s:
 BetwaySpinTotal
Online casino1
120,819 151,620 272,439 
Sports betting1
94,221 1 94,222 
Brand licensing2
8,316 — 8,316 
Other3
5,581 231 5,812 
Total revenue228,937 151,852 380,789 
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 betting 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.

Revenue by product line for the Six Months Ended June 30, 2024 in € ‘000s:
 BetwaySpinTotal
Online casino1
294,031 325,103 619,134 
Sports betting1
157,349 60 157,409 
Brand licensing2
11,128 — 11,128 
Other3
5,707 619 6,326 
Total revenue468,215 325,782 793,997 
Revenue by product line for the Six Months Ended June 30, 2023 in € ‘000s:
 BetwaySpinTotal
Online casino1
223,813 291,595 515,408 
Sports betting1
175,653 46 175,699 
Brand licensing2
17,148 — 17,148 
Other3
10,615 440 11,055 
Total revenue427,229 292,081 719,310 
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 betting 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 to profit share, royalties and outsource fees from external customers.



4



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. Adjusted EBITDA is EBITDA adjusted for RSU expense, change in fair value of options, unrealized foreign exchange, gain on disposal business, impairment of assets 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, other than revenue on a constant currency basis, 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 (Loss) / Profit after taxation to EBITDA and Adjusted EBITDA
for the Three and Six Months Ended June 30, in € ‘000s:
Three Months Ended June 30Six Months Ended June 30
2024202320242023
(Loss) / Profit for the period(805)27,559 40,067 25,636 
Income tax expense21,355 14,203 29,099 20,640 
Finance income(2,534)(2,070)(5,672)(3,266)
Finance expense1,364 537 2,671 1,084 
Depreciation and amortization expense21,823 20,311 41,725 41,755 
EBITDA41,203 60,540 107,890 85,849 
Change in fair value of options(268)6,087 12,838 8,278 
RSU expense1
3,432 3,262 7,150 7,402 
Unrealized foreign exchange1
1,619 783 4,745 3,894 
Gain on disposal of business— — (40,135)— 
Impairment of assets36,775 — — — 
Other adjustments1,2
(848)5,195 (983)6,495 
Adjusted EBITDA81,913 75,867 91,505 111,918 
Adjusted EBITDA, ex-US98,286 88,365 166,942 140,891 
Adjusted EBITDA, US(16,373)(12,498)(38,662)(28,973)
1 Adjusted EBITDA has been restated for the prior period presented to include unrealized foreign exchange movements, additional RSU expenses and other adjustments.
2 Other adjustments in 2023 includes non-recurring bad debt and SOX implementation fees relating to new acquisitions.


5



Webcast Details
The Company will host a webcast at 8:30 a.m. ET today to discuss the second 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


6



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 projections of market opportunity, growth and profitability, expansion into new markets and expectations for the remainder of 2024, including ex-US Adjusted EBITDA guidance for 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.


7



Super Group (SGHC) Limited
Unaudited Consolidated Statements of Profit or Loss and Other Comprehensive Income
for the Three and Six Months Ended June 30, 2024 and 2023
(€ in '000s, except for shares and (loss) / profit per share)
Three Months Ended June 30Six Months Ended June 30
2024
2023
20242023
Revenue414,746 380,789 793,997 719,310 
Direct and marketing expenses(299,243)(277,329)(603,127)(553,039)
General and administrative expenses(38,664)(37,861)(77,965)(74,453)
Other operating income720 1,028 4,312 2,309 
Gain on disposal of business— — 40,135 — 
Depreciation and amortization expense(21,823)(20,311)(41,725)(41,755)
Impairment of assets(36,775)— (36,775)— 
Finance income2,534 2,070 5,672 3,266 
Finance expense(1,364)(537)(2,671)(1,084)
Change in fair value of options268 (6,087)(12,838)(8,278)
Share of post-tax profit of equity accounted associate151 — 151 — 
Profit before taxation20,550 41,762 69,166 46,276 
Income tax expense(21,355)(14,203)(29,099)(20,640)
(Loss) / Profit for the period(805)27,559 40,067 25,636 
(Loss) / Profit for the period attributable to:
Owners of the parent(791)26,578 40,293 24,173 
Non-controlling interest(14)981 (226)1,463 
(805)27,559 40,067 25,636 
Other comprehensive income items that may be reclassified subsequently to profit
Foreign currency translation9,543 1,190 15,655 (792)
Other comprehensive income / (expense) for the period
9,543 1,190 15,655 (792)
Total comprehensive profit for the period8,738 28,749 55,722 24,844 
Total comprehensive profit for the period attributable to:
Owners of the parent8,752 27,768 55,948 23,381 
Non-controlling interest(14)981 (226)1,463 
8,738 28,749 55,722 24,844 
Weighted average shares outstanding, basic501,447,006 498,517,588 501,006,962 498,337,223 
Weighted average shares outstanding, diluted501,447,006 499,544,535 503,615,557 499,394,699 
(Loss) / Profit per share, basic (cents)
(0.16)5.33 8.04 4.85 
(Loss) / Profit per share, diluted (cents)
(0.16)5.32 8.00 4.84 




8



Super Group (SGHC) Limited
Consolidated Statements of Financial Position
as at June 30, 2024 and December 31, 2023
(€ in '000s)
 
Unaudited
2024
2023
ASSETS
Non‐current assets
Intangible assets164,865 193,395 
Goodwill89,527 94,915 
Property, plant and equipment17,252 17,406 
Right-of-use assets22,728 24,866 
Deferred tax assets42,146 36,703 
Regulatory deposits12,448 11,951 
Loans receivable1,094 89,090 
Investment in associate2,255 — 
Financial assets, including derivative447 174 
Prepayment for sportsbook software1
102,437 — 
455,199 468,500 
Current assets  
Trade and other receivables132,772 154,615 
Loans receivable1,664 6,719 
Income tax receivables11,008 12,535 
Restricted cash37,580 38,287 
Cash and cash equivalents306,792 241,923 
Assets held for sale— 38,292 
 489,816 492,371 
TOTAL ASSETS945,015 960,871 
  
Non-current liabilities  
Lease liabilities22,270 23,919 
Deferred tax liability2,936 4,684 
Derivative financial instruments2,057 2,056 
Contingent consideration330 322 
 27,593 30,981 
Current liabilities  
Lease liabilities5,552 5,226 
Interest-bearing loans and borrowings36 87 
Deferred and contingent consideration308 2,392 
Trade and other payables227,757 195,392 
Customer liabilities56,368 67,592 
Provisions7,566 44,826 
Income tax payables18,178 25,840 
Dividends payable2
46,725 — 
Derivative liability associated with assets held for sale— 42,600 
Liabilities associated with assets held for sale— 7,140 
 362,490 391,095 
TOTAL LIABILITIES390,083 422,076 
EQUITY  
Issued capital289,753 289,753 
Treasury shares(2,632)(2,632)
Accumulated other comprehensive profit / (deficit)8,231 (7,424)
Retained profit241,339 240,618 
Equity attributable to owners of the parent536,691 520,315 
Non-controlling Interest18,241 18,480 
SHAREHOLDERS' EQUITY554,932 538,795 
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY945,015 960,871 
1 Prepayment for sportsbook software arose as a result of a reclassification of the loan receivable from Apricot Investments Limited
2 The Company expects that any distributions made during the current tax year will be treated as dividends for US federal income tax purposes
9

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