Super Group (SGHC) Ltd
For the period ended Dec 31, 2024. Filed Apr 3, 2025.
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The yearly report of a company based outside the US. It covers much of what a 10-K does, and may follow accounting rules other than US ones.
FY2024 · Filed Apr 3, 2025
Contents
Spin:
Premier multi-brand online casino focused business with established market leadership in high-growth markets. This reportable segment aggregates Spin, Jumpman, which was acquired in the business combination with Verno, and the portion of DGC operating under the Jackpot City brand. Jumpman expands the Group multi-brand casino footprint in the UK, with a similar product offering when compared to Spin.
Amounts recorded in the ‘other’ column represents head office costs and other costs that cannot practically be allocated to an operating segment.
Information related to each reportable segment is set out below. Adjusted EBITDA is an alternative performance measure used by management as they believe that this information is the most relevant indicator in evaluating the results of the respective segments relative to other entities that operate in the same industry. Adjusted EBITDA is not a GAAP measure, is not intended as substitute for GAAP measures and may not be comparable to performance measures used by other companies.
| 2024Betway € ‘000s | 2024Spin € ‘000s | 2024Other€ ‘000s | 2024Total € ‘000s | |
|---|---|---|---|---|
| Revenue | 1,022,617 | 674,237 | — | 1,696,854 |
| Direct and Marketing Expenses2 | (783,333) | (458,287) | (28,297) | (1,269,917) |
| General and Administrative Expenses3 | (84,511) | (48,881) | (28,865) | (162,257) |
| Depreciation and Amortization Expense | (37,845) | (38,241) | (1,623) | (77,709) |
| Impairment of Assets | (36,775) | — | — | (36,775) |
| Other Operating Income | 4,640 | 2,042 | 42 | 6,724 |
| Finance income | 8,634 | 1,438 | 153 | 10,225 |
| Finance expense | (1,957) | (3,345) | (780) | (6,082) |
| Change in fair value of option | — | — | (12,976) | (12,976) |
| Gain on disposal of business4 | — | — | 40,135 | 40,135 |
| Share of post-tax profit of equity accounted associate | — | — | 576 | 576 |
| Profit / (loss) before taxation | 91,470 | 128,963 | (31,635) | 188,798 |
| Adjusted EBITDA1 | 205,074 | 170,385 | (45,195) | 330,264 |
Super Group (SGHC) Limited
Notes to Consolidated Financial Statements (continued)
| 5 | Segment reporting (continued) |
| 2023Betway € ‘000s | 2023Spin € ‘000s | 2023Other€ ‘000s | 2023Total € ‘000s | |
|---|---|---|---|---|
| Revenue | 837,995 | 598,122 | — | 1,436,117 |
| Direct and Marketing Expenses2 | (723,879) | (390,895) | (22,096) | (1,136,870) |
| General and Administrative Expenses3 | (77,213) | (40,666) | (30,274) | (148,153) |
| Depreciation and Amortization Expense | (38,504) | (41,141) | (2,544) | (82,189) |
| Other Operating Income | 3,530 | 712 | 1,829 | 6,071 |
| Finance income | 7,850 | 483 | 579 | 8,912 |
| Finance expense | (1,288) | (11) | (1,427) | (2,726) |
| Change in fair value of option | — | — | (28,642) | (28,642) |
| Impairment of Goodwill | (35,949) | — | — | (35,949) |
| Gain on bargain purchase | — | 209 | — | 209 |
| (Loss) / profit before taxation | (27,458) | 126,813 | (82,575) | 16,780 |
| Adjusted EBITDA1 | 61,343 | 168,757 | (31,922) | 198,178 |
| 2022Betway € ‘000s | 2022Spin € ‘000s | 2022Other€ ‘000s | 2022Total € ‘000s | |
|---|---|---|---|---|
| Revenue | 714,165 | 578,045 | — | 1,292,210 |
| Direct and Marketing Expenses2 | (609,924) | (365,110) | (4,266) | (979,300) |
| General and Administrative Expenses3 | (61,657) | (57,538) | (24,889) | (144,084) |
| Depreciation and Amortization Expense | (27,809) | (35,963) | (2,957) | (66,729) |
| Other Operating Income | 3,669 | 1,609 | 213 | 5,491 |
| Finance income | 1,398 | 382 | 442 | 2,222 |
| Finance expense | (147) | (178) | (1,020) | (1,345) |
| Gain on derivative contracts | 2,435 | 1,713 | — | 4,148 |
| Transaction fees | — | — | (22,969) | (22,969) |
| Share listing expense | — | — | (126,252) | (126,252) |
| Change in fair value of warrant liability | — | — | 34,518 | 34,518 |
| Change in fair value of earnout liability | — | — | 237,354 | 237,354 |
| Foreign exchange on revaluation of warrants and earnouts | — | — | (25,047) | (25,047) |
| Change in fair value of option | — | 21,421 | (15,129) | 6,292 |
| Profit before taxation | 22,130 | 144,381 | 49,998 | 216,509 |
| Adjusted EBITDA1 | 57,922 | 162,941 | (9,997) | 210,866 |
1 Adjusted EBITDA is a non‐GAAP measure and is defined as profit / (loss) before taxation, depreciation, amortization, finance income, finance expense, gain on bargain purchase, transaction fees, gain on derivative contracts, unrealized foreign exchange, impairment of assets, share listing expense, foreign exchange on revaluation of warrants and earnouts, change in fair value of warrant and earnout liabilities, change in fair values of options, market closure, gain in the disposal of business, expenses in connection with RSU awards (and related payroll costs for the one off RSU award in connection with the Transaction described in note 24), and other non-recurring adjustments. Refer to the Group Adjusted EBITDA reconciliation below for further details.
Super Group (SGHC) Limited
Notes to Consolidated Financial Statements (continued)
| 5 | Segment reporting (continued) |
2 Direct and marketing expenses €28.3 million (2023: €22.1 million) (2022: €4.3 million) disclosed as “Other” comprises direct employment costs, which mainly comprises of head office personnel.
3 General and Administrative expenses €28.9 million (2023: €30.3 million) (2022: €24.9 million) disclosed as “Other” comprises employment, legal, accounting, audit and other central administrative costs incurred at a Super Group (SGHC) Limited level.
4 Gain on disposal of business is disclosed as "Other" in line with the change in fair value of the option held by the Group.
A reconciliation of profit / (loss) reported in the financial statements to non-GAAP measures (EBITDA and Adjusted EBITDA) is as follows:
| Note | 2024€ '000s | 2023€ '000s | 2022€ '000s | |
|---|---|---|---|---|
| Profit / (loss) for the year | 113,545 | (8,606) | 182,269 | |
| Income tax expense | 8 | 75,253 | 25,386 | 34,240 |
| Finance income | (10,225) | (8,912) | (2,222) | |
| Finance expense | 6,082 | 2,726 | 1,345 | |
| Depreciation and amortization expense | 6 | 77,709 | 82,189 | 66,729 |
| EBITDA | 262,364 | 92,783 | 282,361 | |
| Unrealized foreign exchange | 5,185 | 3,526 | 2,611 | |
| Adjusted RSU expense1 | 10,337 | 16,836 | 25,386 | |
| Gain on disposal of business | 19 | (40,135) | — | — |
| Impairment of assets | 11 | 36,775 | 35,949 | — |
| U.S. Sportsbook closure | 11 | 32,749 | — | — |
| Change in fair value of options | 20 | 12,976 | 28,642 | (6,292) |
| Market closure2 | 5,834 | 10,397 | — | |
| Transaction fees | — | — | 22,969 | |
| Gain on derivative contracts | 20 | — | — | (4,148) |
| Gain on bargain purchase | 4 | — | (209) | — |
| Share listing expense | 24 | — | — | 126,252 |
| Change in fair value of warrant liability | 24 | — | — | (34,518) |
| Change in fair value of earnout liability | 24 | — | — | (237,354) |
| Foreign exchange on revaluation of warrants and earnouts | 24.2, 24.3 | — | — | 25,047 |
| Other non-recurring adjustments3 | 4,179 | 10,254 | 8,552 | |
| Adjusted EBITDA | 330,264 | 198,178 | 210,866 |
1 Associated payroll expenses relating to the one off RSUs issued related to awards following the Transaction described in note 24 ofnil (2023: nil, 2022: €1.1 million) are included in this line.
2 Market closure costs relates to the Group's exit from the Indian market on October 1, 2023. In 2023, this includes contract termination costs, bad debt and contract write offs. In 2024, this includes additional bad debt in connection with the closure along with other costs relating to additional market closure. These costs are recognized in direct and marketing expenses.
3 Other non-recurring adjustments in 2024 include mainly Sportsbook acquisition related costs and certain legal costs. In 2023, this included bad debt and SOX implementation fees relating to new acquisitions. In 2022, this included audit and other fees relating to the listing.
Super Group (SGHC) Limited
Notes to Consolidated Financial Statements (continued)
| 5 | Segment reporting (continued) |
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