6-K
Super Group (SGHC) Ltd (SGHC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OFFOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR15D-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
May 25, 2022
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 ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Super Group (SGHC) Limited
On May 25, 2022, Super Group (SGHC) Limited issued a press release announcing its first quarter 2022 financial results. A copy of the press release 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 25, 2022 | By: | /s/ Jon Jehan |
| Name: | Jon Jehan | |
| Title: | Company Secretary |
EXHIBIT INDEX
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release, dated May 25, 2022. |
EX-99.1
Exhibit 99.1
Super Group Reports First Quarter 2022 Financial Results
| • | Revenue of € 334.5 million up 7% period over period<br> |
|---|---|
| • | Adjusted EBITDA of € 61.5 million up 14% period over period<br> |
| --- | --- |
| • | Loss after tax of € 163.2 million includes € 201.5 million of costs and changes in fair values associated with the business combination and listing as a public company |
| --- | --- |
| • | Cash and cash equivalents increased 39% to € 272.7 million atMarch 31, 2022 from March 31, 2021 |
| --- | --- |
| • | Management to host conference call today at 8:30 a.m. ET |
| --- | --- |
New York, NY – May 25, 2022 – 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 2022 financial results for its operating subsidiary, SGHC Limited.
Super Group completed a business combination on January 27, 2022, with Sports Entertainment Acquisition Corp. (“SEAC”) as a result of which all of the shareholders of SGHC Limited also exchanged their shares for shares of Super Group in a pre-closing reorganization. Prior to January 27, 2022, SGHC did not conduct any operations other than incurring costs to effect the reorganization and business combination.
Neal Menashe, CEO of Super Group, commented: “During the first quarter of 2022, Super Group began operating as a U.S publicly listed company and continued to expand in both existing and new markets in line with our growth strategy.” Mr. Menashe continued, “Our team has become accustomed to navigating the business through changing and challenging environments, and we believe the strategies that we are executing on will enable us to continue doing so as we take Super Group from strength to strength.”
Alinda van Wyk, CFO of Super Group commented, “The results for the first quarter of 2022 reflected revenue growth and strong cash generation but were challenged on a period over period comparative basis due to industry and economic headwinds and costs related to our business combination and listing as a public company in January. Ms van Wyk stated, “Despite tough period over period comparisons, Super Group experienced revenue growth and a year over year 39% increase in cash and cash equivalents.”
Financial Highlights
| • | Revenue increased 7% to €334.5 million for first quarter 2022 from €311.8 million in<br>the same period from the prior year driven by growth in African and Asia-Pacific markets partially offset by adverse impacts from tightening regulation, and in some cases, ceasing in some European markets. Revenue for the first quarter of 2021 was<br>also impacted by continued shutdowns from the COVID pandemic in many markets which resulted in increased gaming activity. |
|---|---|
| • | Loss after tax for the first quarter of 2022 was €163.2 million compared to a profit of<br>€38.6 million in the same period of the prior year. Loss for the first quarter of 2022 included €201.5 million of costs and adjustments related to the business combination and the listing on January 27, 2022. including<br>€21.4 million of transaction costs incurred as well as €180.1 million of non-cash costs and adjustments as follows: |
| --- | --- |
| • | €126.3 million for share listing expense; |
| --- | --- |
| • | €29.4 million for a fair value adjustment of warrant liabilities; and |
| --- | --- |
| • | €24.4 million for a fair value adjustment of earn out liabilities. |
| --- | --- |
The transaction fees and share listing expense are one-time costs.
| • | EBITDA, a non-GAAP measure, decreased to a loss of<br>€138.2 million in the first quarter of 2022 compared to earnings of €64.1 million in the same period from the prior year. |
|---|---|
| • | Adjusted EBITDA, which excludes transaction costs, share listing expense, changes in valuations of warrants and earn-out liabilities, gains on derivative contracts and bargain purchases, increased 14% to €61.5 million compared to €54.0 million in the same period from the prior year. |
| --- | --- |
| • | Monthly Average Customers for the quarter increased 10% to 2.6 million during the first quarter of 2022 from<br>2.4 million in the first quarter of 2021 despite closure and restrictions in certain European countries and the first quarter of 2021 benefiting from a resurgence of the COVID pandemic. |
| --- | --- |
| • | Cash and cash equivalents was €272.7 million at March 31, 2022 and €293.8 million at<br>December 31, 2021. The decrease was primarily the result of cash used to redeem shares in connection with closing the business combination, offset in part by cash released from SEAC’s trust account to Super Group upon the closing. Cash and<br>cash equivalents increased 40% to €272.7 million at March 31, 2022 from €196.2 million at March 31, 2021. |
| --- | --- |
Business Highlights
| • | During the first quarter of 2022, Super Group increased its regulated market presence through the launch of both<br>a sports betting and casino offering in Bulgaria. |
|---|---|
| • | Nine new partnerships were signed during the first quarter of 2022, including the Milwaukee Bucks, the Stock Car<br>Pro Series Brazil and the Ghana Women’s Football League. |
| --- | --- |
| • | As of March 31, 2022, Super Group had over 70 brand partnerships in over 20 jurisdictions.<br> |
| --- | --- |
| • | In Ontario, registration has been awarded for the Betway brand, and SGHC anticipates imminent registration for<br>the Spin brands. Currently, Betway and Spin continue to operate in Ontario with the knowledge of the regulator. |
| --- | --- |
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Geographical Information for the Three Months Ended March 31
| 2022<br>Betway <br>‘000s | 2022<br>Spin <br>‘000s | 2022<br>Total <br>‘000s | ||||
|---|---|---|---|---|---|---|
| Africa and Middle East | ||||||
| Asia and Pacific | ||||||
| Europe | ||||||
| North America | ||||||
| South/Latin America | ||||||
| % | % | % | ||||
| Africa and Middle East | % | % | % | |||
| Asia and Pacific | % | % | % | |||
| Europe | % | % | % | |||
| North America | % | % | % | |||
| South/Latin America | % | % | % | |||
| 2021 | 2021 | 2021 | ||||
| Betway | Spin | Total | ||||
| ‘000s | ‘000s | ‘000s | ||||
| Africa and Middle East | ||||||
| Asia and Pacific | ||||||
| Europe | ||||||
| North America | ||||||
| South/Latin America | ||||||
| % | % | % | ||||
| Africa and Middle East | % | % | % | |||
| Asia and Pacific | % | % | % | |||
| Europe | % | % | % | |||
| North America | % | % | % | |||
| South/Latin America | % | % | % |
All values are in Euros.
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Disaggregation of Revenue by Product Line
For the Three Months ended March 31, 2022:
| Betway | Spin | Total | |
|---|---|---|---|
| ‘000s | ‘000s | ‘000s | |
| Online casino | |||
| Sports betting | |||
| Brand licensing | |||
| Other | |||
| Total Group revenue |
All values are in Euros.
For the Three Months ended March 31, 2021:
| Betway | Spin | Total | |
|---|---|---|---|
| ‘000s | ‘000s | ‘000s | |
| Online casino | |||
| Sports betting | |||
| Brand licensing | |||
| Total Group revenue |
All values are in Euros.
Reorganization Timeline
Over the last three years, the business conducted a restructuring by combining existing, stand-alone companies into the newly formed Super Group. The only acquisition affecting the periods presented in this press release is Raging River, acquired on January 11, 2021.
SGHC Limited was formed on July 6, 2020.
The following transactions took place during 2019, 2020, 2021 and 2022 as part of the reorganization:
| • | Pindus is the predecessor entity, and its results are reflected in the financial statements prior to<br>July 31, 2019. |
|---|---|
| • | July 26, 2019 - Fengari was deemed to have been acquired. |
| --- | --- |
| • | April 1, 2020 - Pelion was deemed to have been acquired. |
| --- | --- |
| • | May 4, 2020 - Pelion acquired Lanester. |
| --- | --- |
| • | September 30, 2020 - Yakira and Gazelle were both acquired. |
| --- | --- |
| • | January 11, 2021 - Raging River was deemed to have been acquired. |
| --- | --- |
| • | April 9, 2021 - Webhost, Partner Media and Buffalo were acquired. |
| --- | --- |
| • | April 14, 2021 - DigiProc Consolidated was acquired. |
| --- | --- |
| • | April 19, 2021 - Raichu Investments was acquired. |
| --- | --- |
| • | September 2, 2021 - SGHC purchased 100% of the outstanding shares of Smart Business Solutions S.A.<br> |
| --- | --- |
| • | December 1, 2021 - SGHC purchased 100% of the outstanding shares in Haber Investments, and Red Interactive.<br> |
| --- | --- |
| • | January 27, 2022 - Business combination with SEAC. |
| --- | --- |
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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 and Adjusted 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 and fair value adjustments on warrant liabilities and earnout liabilities.
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 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 to Adjusted EBITDA for the Three Months Ended March 31:
| 2022 | 2021 | |||
|---|---|---|---|---|
| ‘000s | ‘000s | |||
| Profit (Loss) for the period | ) | **** | ||
| Income tax expense | ||||
| Finance income | ) | ) | ||
| Finance expense | ||||
| Depreciation and amortization expense | ||||
| EBITDA | ) | **** | ||
| Transaction costs | ||||
| Gain on derivative contracts | ) | |||
| Share listing expense | ||||
| Fair value - warrant liability | ||||
| Fair value - earnout liability | ||||
| Gain on bargain purchase | ) | |||
| Adjusted EBITDA | **** | **** |
All values are in Euros.
Webcast Details
The Company will host a webcast at 8:30 a.m. ET today to discuss the first quarter 2022 financial results. For ease of year-over-year comparison and analysis the Company may discuss pro-forma consolidated results, including Adjusted EBITDA, which pro-forma results are included in the 2022 Earnings Review presentation posted on Investor Relations section of SGHC.com.
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.
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Contacts:
Investors:
investors@sghc.com
Media:
media@sghc.com
Source: Super Group
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 and growth, expected growth of Super Group’s customer base, expansion into new markets and receipt of regulatory approvals.
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, including as a result of the COVID-19 pandemic; (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
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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 Super Group’s acquisition of DGC; (xxviii) the integration of the DGC business; and (xxix) 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 20, 2022, 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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SGHC Limited
Unaudited Interim Condensed Consolidated Statements of Profit
or Loss
and OtherComprehensive Income for the three
months ended March 31, 2022 and 2021
| 2022<br> ‘000s | 2021<br> ‘000s | |||
|---|---|---|---|---|
| Revenue | ||||
| Direct and marketing expenses | ) | ) | ||
| Other operating income | ||||
| General and administration expenses | ) | ) | ||
| Depreciation and amortization expense | ) | ) | ||
| Transaction fees | ) | |||
| Profit from operations | **** | **** | ||
| Finance income | ||||
| Finance expense | ) | ) | ||
| Gain on derivative contracts | ||||
| Share listing expense | ) | |||
| Change in fair value of warrant liability | ) | |||
| Change in fair value of earnout liability | ) | |||
| Gain on bargain purchase | ||||
| (Loss)/profit before taxation | ) | **** | ||
| Income tax expense | ) | ) | ||
| (Loss)/profit for the period attributable to owners of the parent | ) | **** | ||
| Other comprehensive income | ||||
| Items that may be reclassified subsequently to profit or loss | ||||
| Foreign currency translation | ||||
| Other comprehensive income for the period | **** | **** | ||
| Total comprehensive (loss)/profit for the period attributable to owners of theparent | ) | **** | ||
| Weighted average shares outstanding, basic and diluted | ||||
| (Loss)/Net profit per share, basic and diluted | ) |
All values are in Euros.
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SGHC Limited
Unaudited Interim Condensed Consolidated Statements of Financial Position
as at March 31, 2022 and December 31, 2021
| 2022<br> ‘000s | 2021<br> ‘000s | |||
|---|---|---|---|---|
| ASSETS | ||||
| Non-current assets | ||||
| Intangible assets | ||||
| Goodwill | ||||
| Property, plant and equipment | ||||
| Right-of-use<br>assets | ||||
| Deferred tax assets | ||||
| Regulatory deposits | ||||
| Loans receivable | ||||
| Financial assets | ||||
| **** | **** | |||
| Current assets | ||||
| Trade and other receivables | ||||
| Income tax receivables | ||||
| Restricted cash | ||||
| Cash and cash equivalents | ||||
| **** | **** | |||
| TOTAL ASSETS | **** | **** | ||
| Non-current liabilities | ||||
| Lease liabilities | ||||
| Deferred tax liability | ||||
| Interest-bearing loans and borrowings | ||||
| **** | **** | |||
| Current liabilities | ||||
| Earnout liability | ||||
| Warrant liability | ||||
| Lease liabilities | ||||
| Deferred consideration | ||||
| Shareholders’ repurchase payable | ||||
| Interest-bearing loans and borrowings | ||||
| Trade and other payables | ||||
| Customer liabilities | ||||
| Provisions | ||||
| Income tax payables | ||||
| **** | **** | |||
| TOTAL LIABILITIES | **** | **** | ||
| EQUITY | ||||
| Issued capital | ||||
| Earnout reserve | ) | |||
| Foreign exchange reserve | ) | ) | ||
| Retained profit | ||||
| TOTAL EQUITY | **** | **** | ||
| TOTAL LIABILITIES AND SHARHOLDERS’ EQUITY | **** | **** |
All values are in Euros.
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SGHC Limited
Unaudited Interim Condensed
Consolidated Statements of
Cash Flows for the three
months ended March 31, 2022
and 2021
| 2022<br> ‘000s | 2021<br> ‘000s | |||
|---|---|---|---|---|
| Cash flows from operating activities | ||||
| (Loss)/profit for the period | ) | |||
| Add back: | ||||
| Income tax expense | ||||
| Loss on disposal of assets | ) | |||
| Fair value - warrant liability | ||||
| Fair value - earnout liability | ||||
| Share listing expense | ||||
| Depreciation of property, plant and equipment | ||||
| Waiver of loans | ||||
| Gain on bargain purchase | ) | |||
| Amortization of<br>right-of-use assets | ||||
| Amortization of intangible assets | ||||
| Increase in provisions | ||||
| Finance income | ) | ) | ||
| Finance expense | ||||
| Unrealized foreign currency (loss)/gain | ) | |||
| Changes in working capital: | ||||
| Decrease in trade and other receivables | ||||
| Decrease in trade and other payables | ) | ) | ||
| Increase in customer liabilities | ||||
| Change in restricted cash | ) | ) | ||
| Cash from operating activities | **** | **** | ||
| Dividends tax paid | ) | ) | ||
| Corporation tax rebates received | ||||
| Corporation tax paid | ) | ) | ||
| Net cash flows from operating activities | **** | **** | ||
| Cash flows from investing activities | ||||
| Cash received in interest | ||||
| Acquisition of intangible assets | ) | ) | ||
| Acquisition of property, plant and equipment | ) | ) | ||
| Acquisition of businesses, net of cash acquired | ||||
| Restricted cash guarantee | ) | |||
| Receipts from loans receivable | ||||
| Issuance of loans receivable | ) | ) | ||
| Cash used in regulatory deposits | ) | ) | ||
| Net cash flows from investing activities | ) | **** | ||
| Cash flows used in financing activities | ||||
| Shares repurchased | ) | ) | ||
| Capitalized transaction fees | ) | |||
| Proceeds from shares issued | ||||
| Cash paid for deferred consideration | ) | |||
| Repayment of interest-bearing loans and<br>borrowings | ) | ) | ||
| Repayment of lease liabilities - interest | ) | ) | ||
| Repayment of lease liabilities - principal | ) | ) | ||
| Net cash flows used in financing activities | ) | ) | ||
| (Decrease)/increase in cash and cash equivalents | ) | |||
| Cash and cash equivalents at beginning of the period | ||||
| Effects of exchange rate fluctuations on cash held | ||||
| Cash and cash equivalents at end of the period | **** | **** |
All values are in Euros.
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