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6-K 1 form6-kq22023.htm 6-K Document

 
 
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.



EX-99.1 2 pressreleaseq22023.htm EX-99.1 Document


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 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;
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◦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 East 110,029 298 110,327
Asia-Pacific 41,142 27,973 69,115
Europe 36,519 20,608 57,127
North America 37,590 99,514 137,104
South/Latin America 3,657 3,459 7,116
Total revenue 228,937 151,852 380,789
  % % %
Africa and Middle East 48  % —  % 29  %
Asia-Pacific 18  % 18  % 18  %
Europe 16  % 14  % 15  %
North America 16  % 66  % 36  %
South/Latin America % % %

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

Spin

Total
Africa and Middle East 62,914 660 63,574
Asia-Pacific 50,756 26,632 77,388
Europe 28,516 1,993 30,509
North America 32,616 109,513 142,129
South/Latin America 3,893 3,323 7,216
Total revenue 178,695 142,121 320,816
  % % %
Africa and Middle East 35  % —  % 20  %
Asia-Pacific 28  % 19  % 24  %
Europe 16  % % 10  %
North America 19  % 78  % 44  %
South/Latin America % % %

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

Spin

Total
Africa and Middle East 197,453 752 198,205
Asia-Pacific 76,190 50,922 127,112
Europe 71,008 41,946 112,954
North America 75,245 192,065 267,310
South/Latin America 7,333 6,396 13,729
Total revenue 427,229 292,081 719,310
  % % %
Africa and Middle East 46  % —  % 28  %
Asia-Pacific 17  % 18  % 17  %
Europe 17  % 14  % 16  %
North America 18  % 66  % 37  %
South/Latin America % % %

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

Spin

Total
Africa and Middle East 126,700 1,996 128,696
Asia-Pacific 105,410 50,620 156,030
Europe 58,708 4,520 63,228
North America 67,679 225,498 293,177
South/Latin America 7,178 6,986 14,164
Total revenue 365,675 289,620 655,295
  % % %
Africa and Middle East 35  % % 20  %
Asia-Pacific 29  % 17  % 24  %
Europe 16  % % 10  %
North America 18  % 78  % 44  %
South/Latin America % % %

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Revenue by product line for the Three Months Ended June 30, 2023 in € ‘000s:
  Betway Spin Total
Online casino1
72,028  151,620  223,648 
Sports betting1
143,012  143,013 
Brand licensing2
8,316  —  8,316 
Other3
5,581  231  5,812 
Total revenue 228,937  151,852  380,789 

Revenue by product line for the Three Months Ended June 30, 2022 in € ‘000s:
  Betway Spin Total
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 revenue 178,695  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:
  Betway Spin Total
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 revenue 427,229  292,081  719,310 

Revenue by product line for the Six Months Ended June 30, 2022 in € ‘000s:
  Betway Spin Total
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 revenue 365,675  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.


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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.

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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,
2023 2022
2023
2022
Profit for the period 27,559  298,561  25,636  135,337 
Income tax expense 14,203  5,623  20,640  14,582 
Finance income (2,070) (352) (3,266) (665)
Finance expense 537  314  1,084  663 
Depreciation and amortization expense 20,311  15,175  41,755  31,169 
EBITDA 60,540  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 option 6,087  —  8,278  — 
Adjusted RSU expense 2,671  3,376  5,778  3,376 
Unrealized foreign exchange1
725  (10,827) 4,074  (10,677)
Adjusted EBITDA 70,023  52,797  103,979  114,415 
Non recurring and non operational adjustments 818  722  2,377 
Operational EBITDA 70,029  53,615  104,701  116,792 
Operational EBITDA, ex-US 82,674  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.


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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


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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.


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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
2023 2022
Revenue 380,789  320,816  719,310  655,295 
Direct and marketing expenses (277,329) (225,700) (553,039) (466,417)
Other operating income 1,028  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 operations 46,316  44,866  52,372  68,936 
Finance income 2,070  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 taxation 41,762  304,184  46,276  149,919 
Income tax expense (14,203) (5,623) (20,640) (14,582)
Profit for the period 27,559  298,561  25,636  135,337 
Profit for the period attributable to:
Owners of the parent 26,578  298,561  24,173  135,337 
Non-controlling interest 981  —  1,463  — 
27,559  298,561  25,636  135,337 
Other comprehensive income items that may be reclassified subsequently to profit
Foreign currency translation 1,190  (3,492) (792) (2,375)
Other comprehensive income for the period 1,190  (3,492) (792) (2,375)
Total comprehensive income for the period 28,749  295,069  24,844  132,962 
Total comprehensive profit for the period attributable to:
Owners of the parent 27,768  295,069  23,381  132,962 
Non-controlling interest 981  —  1,463  — 
28,749  295,069  24,844  132,962 
Weighted average shares outstanding, basic 498,517,588  490,197,468  498,337,223  489,266,292 
Weighted average shares outstanding, diluted 499,544,535  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 
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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 assets 202,788  164,676 
Goodwill 122,050  61,553 
Property, plant and equipment 13,921  14,031 
Right-of-use assets 13,194  14,165 
Deferred tax assets 24,915  23,294 
Regulatory deposits 12,029  11,809 
Loans receivable 64,711  25,524 
Investments in non-listed equity 1,781  1,781 
  455,389  316,833 
Current assets    
Trade and other receivables 125,959  116,800 
Income tax receivables 12,104  40,349 
Restricted cash 40,253  148,240 
Cash and cash equivalents 228,689  254,778 
Assets held for sale 31,724  — 
  438,729  560,167 
TOTAL ASSETS 894,118  877,000 
   
Non-Current liabilities    
Lease liabilities 8,548  10,308 
Deferred tax liability 6,736  8,707 
Derivative financial instruments —  15,129 
  15,284  34,144 
Current liabilities    
Lease liabilities 6,933  6,951 
Interest-bearing loans and borrowings 98  1,203 
Trade and other payables 160,425  155,304 
Customer liabilities 46,721  50,246 
Provisions 42,783  43,745 
Income tax payables 23,609  50,761 
Derivative liability associated with assets held for sale 23,226  — 
Liabilities associated with assets held for sale 7,196  — 
  310,991  308,210 
TOTAL LIABILITIES 326,275  342,354 
EQUITY    
Issued capital 289,753  289,753 
Treasury stock (377) — 
Foreign exchange reserve (6,801) (6,009)
Retained profit 267,249  234,333 
Equity attributable to owners of the parent 549,824  518,077 
Non-controlling Interest 18,019  16,569 
SHAREHOLDERS' EQUITY 567,843  534,646 
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 894,118  877,000 

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