The following discussion and analysis should be read in conjunction with our consolidated financial statements, included herewith. This discussion should not be construed to imply that the results discussed herein will necessarily continue into the future, or that any conclusion reached herein will necessarily be indicative of actual operating results in the future. Such discussion represents only the best present assessment of our management. This information should also be read in conjunction with our audited historical consolidated financial statements which are included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed with the Securities and Exchange Commission on March 16, 2020, as amended on April 30, 2020.





Overview


We provide SaaS-based marketing technologies to customers around the world. Our focus is on marketing automation tools that enable customers to interact with a lead from an early stage and nurture that potential customer using advanced features until it becomes a qualified sales lead or customer. We primarily offer our premium SharpSpring Marketing Automation solution, but also have customers on the SharpSpring Mail+ product, which is a subset of the full suite solution. In 2019, the Company acquired the Perfect Audience platform, which allowed us to expand into the display retargeting space.

We believe our recent growth has been driven by the strong demand for marketing automation technology solutions, particularly in the small and mid-size business market. Our products are offered at competitive prices with unlimited multi-lingual customer support. Our SharpSpring Marketing Automation platform employs a subscription-based revenue model. We also earn revenues from additional usage charges that may come into effect when a customer exceeds a transactional quota, as well as fees earned for additional products and services. The Perfect Audience platform employs a usage-based revenue model. Revenue from this platform is dependent on the number of ads placed through the platform and the effectiveness of that ad space.

Unless the context otherwise requires, in this section titled Management's Discussion and Analysis of Financial Condition and Results of Operations references to "SharpSpring Marketing Automation" relate to the SharpSpring Marketing Automation product and references to "Perfect Audience" relate to the Perfect Audience product, while all references to "Company," "we," "our" or "us" and other similar terms means SharpSpring, Inc., a Delaware corporation, and all subsidiaries.





Results of Operations



Effects of COVID-19


The COVID-19 pandemic has affected our businesses, as well as those of our customers, suppliers, and third-party sellers. We have not experienced any drop off in the services provided by our various vendors. To serve our customers while also providing for the safety of our employees and service providers, we have adapted various steps to protect our employees and customers. We have enacted a work-from-home policy to allow our employees to maintain social distancing while still maintaining our level of productivity and effectiveness prior to the work-from-home policy. In addition to our work-from-home policy, we have made several strategic business decisions to help navigate these uncertain times.






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We implemented a 10% reduction to salaries across most of the Company. The employee salary reduction is temporary but expected to continue at a minimum through the next quarter. In addition to salary reduction, the Company has suspended Company bonuses and has cut various other non-employee related costs across the board to ensure future flexibility. This includes approximately 40% reduction in marketing advertising outsourcing and putting a greater reliance on internal lead generation. The Company delayed any non-essential capital expenditures, which will allow us to continue to maintain flexibility during the COVID pandemic.

The Company has also increased its cash position by $1.9 million by drawing down on our line of credit as described in Note 5, Credit Facility. As stated in Note 7, SBA Paycheck Protection Loan, the Company received $3.4 million from the Small Business Association (SBA) loan program in April 2020. We have also received a $1.6 million tax refund in June 2020 as a result of historical net operating losses described in Note 10, Income Taxes. The SBA loan program and tax refund are both results of the CARES Act enacted by Congress in March. This cash infusion continues to allow for increased flexibility in these uncertain times.

We expect demand for our product to continue to be at or above our numbers from the same periods in 2019 and as a SaaS product we can continue to provide our product to our customers while still practicing social distancing which is more difficult in other industries. During the second quarter 2020 we signed 276 new customers compared to 290 in the same period in 2019. We continue to bring in new leads, host demos, and drive sales at promising levels despite the downturns in the overall economy. We believe our tools offer our customers a chance to thrive in these uncertain times where others are diminishing. For customers that use the various features our platform provides, we are deeply embedded in their sales and marketing processes. Additionally, our Perfect Audience business has continued to run as anticipated, and we remain optimistic about the long-term cross-selling opportunities and expanded market available to our Company through retargeting.

Despite COVID-19, the Company was able to continue to grow revenue in both the three and six months ending June 30, 2020 as compared to the same periods in 2019 and the periods immediately preceding. It is possible that we could be further impacted from COVID-19 in subsequent quarters in ways that we presently do not anticipate; however, at this time, our business continues to grow. Revenue has increased 3% for three months ended June 30, 2020 as compared to three months ended March 31, 2020 and 32% compared to the three months ended June 30, 2020. In addition, we have been able to maintain the size of our workforce while other companies are seeing layoffs in large numbers. The full extent of the impact to the Company due to the impact of the COVID-19 pandemic for our third quarter and beyond cannot be currently determined, but the Company has taken measures to best position ourselves to continue to be successful in these uncertain times. The extent to which the COVID-19 pandemic will impact the Company will depend on future developments, which are still uncertain and cannot be reasonably predicted, including the duration of the outbreak, the increase or reduction in governmental restrictions to businesses and individuals, the potential for a resurgence of the virus and other factors. The longer the COVID-19 pandemic continues, the greater the potential negative financial effect on the Company. We continue to evaluate the impact of global economic and health conditions to ensure our responses to these uncertain times are both timely and appropriate.






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Results of Operations



Three Months Ended June 30, 2020 Compared to the Three Months Ended June 30,
2019



                                                                                Percent
                                  Three Months Ended            Change           Change
                                       June 30,                  from             from
                                 2020            2019         Prior Year       Prior Year
Revenues and Cost of Sales:
Revenues                      $ 7,270,905     $ 5,517,433     $ 1,753,472               32 %
Cost of Sales                   1,873,029       1,625,818         247,211               15 %
Gross Profit                  $ 5,397,876     $ 3,891,615     $ 1,506,261               39 %



Revenues increased for the three months ended June 30, 2020, as compared to the three months ended June 30, 2019, primarily due to growth in our SharpSpring Marketing Automation customer base, a price increase put in place in 2020, and the addition of the Perfect Audience platform. Revenues for our SharpSpring Marketing Automation increased to $6.6 million in the three months ended June 30, 2020, from $5.5 million in the three months ended June 30, 2019. The Perfect Audience platform acquired in November of 2019 generated an additional $0.67 million of new revenue for the three months ended June 30, 2020. This growth in revenues was slightly offset by reduced revenue from our SharpSpring Mail+ product, which declined from approximately $0.07 million for the three months ended June 30, 2019 to approximately $0.04 million for the three months ended June 30, 2020.





Cost of services increased for the three months ended June 30, 2020, as compared
to the three months ended June 30, 2019, primarily due to increased employee
related costs associated with providing and supporting our technology platform
to more customers and increased hosting cost with the growth of the Company. As
a percentage of revenues, cost of services was 26% and 29% of revenues for the
three months ended June 30, 2020 and 2019, respectively. This represents a
year-over-year improvement in gross margin due to increased revenue scale and
operating leverage.



                                                                                  Percent
                                    Three Months Ended            Change           Change
                                         June 30,                  from             from
                                   2020            2019         Prior Year       Prior Year
Operating expenses:
Sales and marketing             $ 2,395,100     $ 2,865,610     $  (470,510 )            -16 %
Research and development          1,484,890       1,217,981         266,909               22 %
General and administrative        2,244,560       1,935,291         309,269               16 %
Intangible asset amortization       183,746          95,250          88,496               93 %
                                $ 6,308,296     $ 6,114,132     $   194,164                3 %





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Sales and marketing expenses decreased for the three months ended June 30, 2020, as compared to the same period in 2019. The decrease was primarily due to a change in the strategy for marketing and how the Company acquires new leads, increase in employee-related costs, and marketing program spend for various lead generation activities. Program spend decreased by approximately $0.96 million compared to same period last year. Employee-related costs increased by approximately $0.42 million. The decrease in program spend and increase in employee related spend is a result of an effort to source more leads internally rather than acquiring them from third parties. Other non-employee and non-program costs increased by approximately $0.70 million compared to the same period in 2019.

Research and development expenses increased for the three months ended June 30, 2020, as compared to the three months ended June 30, 2019, primarily due to additional hiring of development and quality assurance staff since the second quarter of 2019. Employee-related costs for this group increased by approximately $0.17 million in the three months ended June 30, 2020, compared to the same period in 2019. Non-employee-related costs, including outsourced development, for this group increased by approximately $0.87 million in the three months ended June 30, 2020, compared to the same period in 2019. These costs were partially offset by capitalized software development work of approximately $0.15 million for the three months ended June 30, 2020, compared to approximately $0.17 million in the same period in 2019.

General and administrative expenses increased for the three months ended June 30, 2020, as compared to the three months ended June 30, 2019, primarily due to higher employee related costs associated with business growth of approximately $0.10 million, and increased facilities costs of approximately $0.07 million primarily associated with the Company adding additional office space in the second quarter of 2020 to support the growth of the Company. Depreciation expense increased by approximately $0.08 million primarily due to the Company's continued investment in software development. The Company made $0.10 million in donations to various charities in the second quarter of 2020 compared to approximately $8,000 in the same period in 2019.

Amortization of intangible assets increased for the three months ended June 30, 2020, as compared to the three months ended June 30, 2019. The increase in intangible amortization is principally due to the additions of intangibles as part of the acquisition of the Perfect Audience business in November 2019.





                                                                                    Percent
                                       Three Months Ended           Change           Change
                                            June 30,                 from             from
                                     2020            2019         Prior Year       Prior Year
Other
Other expense, net                 $  (2,777 )   $    (41,966 )   $    39,189              -93 %
Loss on induced conversion                 -       (2,162,696 )     2,162,696             -100 %
Gain on embedded derivative                -          189,776        (189,776 )           -100 %
Provision (benefit) for income                                                            7166
taxes                                 57,187              787          56,400                  %





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Other expense is generally related to foreign exchange gains and losses derived from owing amounts or having amounts owed in currencies other than the entity's functional currency, as well as interest expense related to our convertible notes, line of credit, and SBA loans. During the three months ended June 30, 2020 incurred foreign currency losses of approximately $0.03 million compared to approximately $0.01 million to the same period in 2019. The Company incurred $0.04 million of interest expense in the three months ended June 30, 2020 compared to approximately $0.04 million in the same period in 2019. The Company received interest related to a tax refund received in June 2020 of approximately $0.05 million.

On May 9, 2019, the Company entered into an agreement to convert the Convertible Notes. As a result of the conversion the Company realized a gain on the embedded derivative of $0.19 million and a loss on conversion of debt of $2.16 million during the three months ended June 30, 2019.

During the three months ended June 30, 2020, our income tax provision was related to income derived in foreign jurisdictions at the applicable statutory tax rates. We have recorded a full valuation allowance against all of our U.S. net operating loss deferred tax assets, as a result there is no tax benefit recorded on the income statement for those losses. For the three months ended June 30, 2019, our income tax provision related to state income taxes by our consolidated U.S. entities as well as taxes related to income derived in foreign jurisdictions at the applicable statutory tax rates.

Six Months Ended June 30, 2020 Compared to the Six Months Ended June 30, 2019





                                                                                  Percent
                                    Six Months Ended              Change           Change
                                        June 30,                   from             from
                                  2020             2019         Prior Year       Prior Year
Revenues and Cost of Sales:
Revenues                      $ 14,323,634     $ 10,843,718     $ 3,479,916               32 %
Cost of Sales                    4,240,671        3,174,200       1,066,471               34 %
Gross Profit                  $ 10,082,963     $  7,669,518     $ 2,413,445               31 %



Revenues increased for the six months ended June 30, 2020, as compared to the six months ended June 30, 2019, primarily due to growth in our SharpSpring Marketing Automation customer base, the price increase put in place in 2020, and addition of the Perfect Audience platform. Revenues for our SharpSpring Marketing Automation increased to $12.9 million in the six months ended June 30, 2020, from $10.7 million in the six months ended June 30, 2019. The Perfect Audience platform acquired in November of 2019 generated an additional $1.29 million of new revenue for the six months ended June 30, 2020. This growth in revenues was slightly offset by reduced revenue from our SharpSpring Mail+ product, which declined from approximately $0.13 million for the six months ended June 30, 2019 to approximately $0.11 million for the six months ended June 30, 2020.






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Cost of services increased for the six months ended June 30, 2020, as compared to the six months ended June 30, 2019, primarily due to increased employee related costs associated with providing and supporting our technology platform to more customers and increased hosting cost with the growth of the Company. As a percentage of revenues, cost of services was 30% and 29% of revenues for the six months ended June 30, 2020 and 2019, respectively. This represents a slight year-over-year regression in gross margin due to increased revenue scale and operating leverage being offset by the addition of the Perfect Audience platform in the fourth quarter of 2019.





                                                                                    Percent
                                      Six Months Ended              Change           Change
                                          June 30,                   from             from
                                    2020             2019         Prior Year       Prior Year
Operating expenses:
Sales and marketing             $  5,429,222     $  5,873,813     $  (444,591 )             -8 %
Research and development           3,063,029        2,476,709         586,320               24 %
General and administrative         4,658,401        4,162,966         495,435               12 %
Intangible asset amortization        336,547          190,500         146,047               77 %
                                $ 13,487,199     $ 12,703,988     $   783,211                6 %



Sales and marketing expenses decreased for the six months ended June 30, 2020, as compared to the same period in 2019. The decrease was primarily due to a change in the strategy for marketing and how the Company acquires new leads, increase in employee-related costs, and marketing program spend for various lead generation activities. Program spend decreased by approximately $1.2 million compared to same period last year. Employee-related costs increased by approximately $0.63 million. The decrease in program spend and increase in employee related spend is a result of an effort to source more leads internally as well as increased and marketing staff to support the demand for the product. Other non-employee and non-program costs increased by approximately $0.14 million compared to the same period in 2019.

Research and development expenses increased for the six months ended June 30, 2020, as compared to the six months ended June 30, 2019, primarily due to additional hiring of development and quality assurance staff since last year. Employee-related costs for this group increased by approximately $0.41 million in the six months ended June 30, 2020, compared to the same period in 2019. Non-employee-related costs, including outsourced development, for this group increased by approximately $0.32 million in the six months ended June 30, 2020, compared to the same period in 2019. These costs were partially offset by capitalized software development work of approximately $0.42 million for the six months ended June 30, 2020, compared to approximately $0.28 million in the same period in 2019.

General and administrative expenses increased for the six months ended June 30, 2020, as compared to the six months ended June 30, 2019, primarily due to higher employee related costs associated with business growth of approximately $0.29 million, and increased facilities costs of approximately $0.08 million primarily associated with the Company adding additional office space in the second quarter of 2020 to support the growth of the Company. Depreciation expense increased by approximately $0.16 million primarily due to the Company's continued investment in software development. The Company made $0.10 million in donations to various charities in the six months ended June 30, 2020 compared to approximately $0.02 in the same period in 2019.






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Amortization of intangible assets increased for the six months ended June 30, 2020, as compared to the six months ended June 30, 2019. The increase in intangible amortization is principally due to the additions of intangibles as part of the acquisition of the Perfect Audience business in November 2019.





                                                                                    Percent
                                     Six Months Ended               Change           Change
                                         June 30,                    from             from
                                   2020             2019          Prior Year       Prior Year
Other
Other expense, net             $    (59,556 )   $   (146,093 )   $     86,537              -59 %
Loss on induced conversion                -       (2,162,696 )      2,162,696             -100 %
Gain on embedded derivative               -          214,350         (214,350 )           -100 %
Provision (benefit) for
income taxes                     (1,505,331 )          3,126       (1,508,457 )         -48255 %



Other expense is generally related to foreign exchange gains and losses derived from owing amounts or having amounts owed in currencies other than the entity's functional currency, as well as interest expense related to our convertible notes, line of credit, and SBA loans. During the six months ended June 30, 2020 incurred foreign currency losses of approximately $0.11 million compared to approximately $0.02 million to the same period in 2019. The Company incurred $0.04 million of interest expense in the six months ended June 30, 2020 compared to approximately $0.14 million in the same period in 2019. The Company received interest related to a tax refund received in June 2020 of approximately $0.05 million

On May 9, 2019, the Company entered into an agreement to convert the Convertible Notes. As a result of the conversion the company realized a gain on the embedded derivative of $0.19 million and a loss on conversion of debt of $2.16 million during the six months ended June 30, 2019.

During the six months ended June 30, 2020, our income tax benefit was primarily related to a carryback of net operating loss for our consolidated U.S. entities for the years prior to 2019 as result of changes to the tax law from the CARES Act. Prior to March 31, 2020, we had recorded a full valuation allowance against all of our U.S. net operating loss deferred tax assets, so there is no tax benefit recorded on the income statement for those losses. For the six months ended June 30, 2019, our income tax provision primarily related to income derived in foreign jurisdictions as well as state income taxes by our consolidated U.S. entities related at the applicable statutory tax rates.

Liquidity and Capital Resources





Sources and Uses of Cash


Our primary source of operating cash inflows are payments from customers for use of our SharpSpring Marketing Automation and Perfect Audience platforms. Such payments are primarily received monthly from customers but can sometimes be received annually in advance of providing the services, yielding a deferred revenue liability on our consolidated balance sheet. In addition to the operating cash flows the Company utilized several other sources of cash flows in 2020. In June 2020 we received a tax refund of approximately $1.6 million as net operating losses in prior years that could be realized as part of the tax law changes in the CARES Act. In addition to the tax refund the Company received approximately $3.4 million from the SBA Loan in April 2020. In March 2020, the Company drew down on its available $1.9 million line of credit. In March of 2019, the Company issued 885,500 shares of common stock and received $10.7 million in cash.






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Our primary sources of cash outflows from operations include payroll and payments to vendors and third-party service providers.





Analysis of Cash Flows


Net cash used in operating activities decreased by $3.24 to $0.99 million used in operations for the six months ended June 30, 2020, compared to approximately $4.24 million used in operations for the six months ended June 30, 2019. The decrease in cash used in operating activities was attributable primarily to the Company reducing the loss before income taxes from $7.13 million during the six months ended June 30, 2019 to a loss before taxes of $3.46 million in the six months ended June 30, 2020. The Company received a $1.6 million tax refund received in June 2020.

Net cash used in investing activities was approximately $0.78 million during the six months ended June 30, 2020, compared to approximately $0.61 million used during the six months ended June 30, 2019. The change in cash used for investing activities is primarily related to the increased investment in property and equipment, largely related to our additional office space, and capitalized software development in the six months ended June 30, 2020.

Net cash provided by financing activities was $5.29 million during the six months ended June 30, 2020, compared to $11.6 million net cash received from financing activities during the six months ended June 30, 2019. The primary sources of the cash provided by financing activities is related to the Company's $1.9 million line of credit and $3.4 million loan from the SBA Loan. In March 2019, the Company received $10.7 million from the issuance of common stock. The Company also received approximately $1.0 million from the exercise of employee stock options during the six months ended June 30, 2019.

We had net working capital of approximately $10.7 million and $10.4 million as of June 30, 2020 and December 31, 2019, respectively. Our cash balance was $15.3 million at June 30, 2020, reflecting the $1.9 million received from the draw on our line of credit in March 2020, the proceeds of the SBA Loan of $3.4 million, and tax refund of $1.6 million received in June 2020. Our cash balance was $11.88 million on December 31, 2019, reflecting net $10.7 million received from the stock offering in March 2019.





Contractual Obligations


As of June 30, 2020, here were no material changes in our contractual obligations from those disclosed in our Annual Report on Form 10-K filed with the SEC on March 16, 2020, as amended on April, 30 2020, other than those appearing in the notes to the consolidated financial statements appearing elsewhere in this Quarterly Report on Form 10-Q.






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Significant Accounting Policies

Our significant accounting policies, including the assumptions and judgments underlying them, are disclosed in the Notes to the Consolidated Financial Statements. We have consistently applied these policies in all material respects. We do not believe that our operations to date have involved uncertainty of accounting treatment, subjective judgment, or estimates, to any significant degree.

Off-balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

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