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" relate to the SharpSpring Marketing Automation product and references to "Perfect Audience" relate to the Perfect Audience product, while all references to "our 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 have implemented a 10% reduction to salaries across most of the Company. In addition to salary reduction, the company has suspended company bonuses and is cutting various other non-employee related costs across the board to ensure future flexibility. The Company has also increased its cash position by $1.9 million by drawing down on our line of credit. As stated in Note 16, Subsequent Events, the Company received $3.4 million from the Small Business Association (SBA) loan program on April 21, 2020. We have also filed for a $1.6 million tax refund as a result of historical net operating losses, which is expected to be received in the next 90 days. The SBA loan program and tax refund are both results of the CARES Act enacted by Congress in March. This cash infusion will allow for increased flexibility in these uncertain times. In addition to the immediate cash infusions, the Company has an effective Form S-3 shelf registration statement that would allow for the issuance of additional shares for future capital flexibility.

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. 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 according to plan, and we remain very optimistic about the long-term cross-selling opportunities and expanded market available to us through retargeting.

The impact of COVID-19 on SharpSpring had little impact on the financial results during the first quarter of 2020 as the majority of the operational adjustments were made late in the period. We expect the subsequent quarter to see further impact from COVID-19 and the various operational adjustments we made. The full extent of the impact to the Company due to the impact of the COVID-19 pandemic for our second quarter and beyond cannot be currently determined. The extent to which the COVID-19 pandemic will impact the Company will depend on future developments, which are highly 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.



Three Months Ended March 31, 2020, Compared to the Three Months Ended March 31,
2019:


                                                                   Percent


                            Three Months Ended        Change       Change


                            March 31,                 from         from


                            2020         2019         Prior Year   Prior Year



Revenues and Cost of Sales:
Revenues                     $7,052,729   $5,326,285   $1,726,444   32%
Cost of Sales                2,367,642    1,548,381    819,261      53%
Gross Profit                 $4,685,087   $3,777,904   $907,183     24%




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Revenues increased for the three months ended March 31, 2020, as compared to the three months ended March 31, 2019, due to continued growth of our marketing automation customer base, a price increase put in place during the first quarter of 2020, and addition of the Perfect Audience platform. SharpSpring continues to grow its customer base driving more recurring revenue. Revenues for our flagship marketing automation platform increased to $6.36 million in the three months ended March 31, 2020, up from $5.26 million in the three months ended March 31, 2019. ThePerfect Audience platform acquired in November of 2019 generated an additional $0.62 million of new revenue for the three months ended March 31, 2020.

Cost of services increased for the three months ended March 31, 2020, as compared to the three months ended March 31, 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 of approximately $0.29 million. In addition, costs increased $0.20 million during the three months ended March 31, 2020 for hosting costs to support new revenues from both the SharpSpring Marketing Automation product as well as the newly acquired Perfect Audience. Total cost of sales related to the SharpSpring product went up approximately $0.32 million in the first quarter of 2020 compared to the first quarter of 2019. Total costs of sales added by the new Perfect Audience product was approximately $0.50 million. Gross margin percentage decreased from 71% in the first quarter of 2019 to 66% in the first quarter of 2020. This drop in gross margin percentage is attributable to the addition of the Perfect Audience platform which has a lower gross margin.




                                                                   Percent


                              Three Months Ended        Change     Change


                              March 31,                 from       from


                              2020         2019         Prior Year Prior Year



Operating expenses:
Sales and marketing            $3,034,121   $3,008,203   $25,918    1%

Research and development 1,578,139 1,258,728 319,411 25% General and administrative 2,413,842 2,227,675 186,167 8% Intangible asset amortization 152,801 95,250 57,551 60%

$7,178,903   $6,589,856   $589,047   9%



Sales and marketing expenses increased for the three months ended March 31, 2020, as compared to the same period in 2019. The increase was primarily due to an increase in employee-related costs of approximately $0.21 million. Employee related costs in 2019 include the severance for Chief Revenue Officer from February 2019. The increase in employee-related costs was partially offset by reduced marketing program and marketing outsourcing spend of approximately $0.24 million. The Company incurred approximately $0.07 million related to the recruitment of our Head of Sales and Chief Marketing Officer during the first quarter of 2020.

Research and development expenses increased for the three months ended March 31, 2020, as compared to the three months ended March 31, 2019. Employee-related costs increased by approximately $0.24 million in the three months ended March 31, 2020, compared to the same period in 2019 mainly due to additional hiring of staff since last year. Outsourced development costs increased by $0.17 million for three months ended March 31, 2020 compared to the same period in 2019. Other non-employee related costs increased by approximately $0.07 million in the three months ended March 31, 2020, compared to the same period in 2019. These amounts were partially offset by increased capitalized software development of approximately $0.16 million for the three months ended March 31, 2020, compared to the same period in the prior year.




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General and administrative expenses increased for the three months ended March 31, 2020, as compared to the three months ended March 31, 2019, primarily due to higher employee related costs associated with business growth of approximately $0.20 million. Additionally, depreciation expense increased by approximately $0.07 million related to increased property and equipment expenditures throughout 2019 and 2020. Professional fees related to legal and accounting increased by $0.13 million during the three months ended March 31, 2020. Cost associated with other non-employee related costs grew approximately $0.09 million during the three months ended March 31, 2020 to continue to support the growth of the Company. These increases in costs are offset in part by reduced corporate governance expense of approximately $0.32 million. This reduction is mostly attributable to a one time franchise tax payment of approximately $0.32 million in the first quarter of 2019.



Amortization of intangible assets increased for the three months ended March 31,
2020, as compared to the three months ended March 31, 2019, due primarily to the
intangible assets acquired as part of the Perfect Audience acquisition on
November 21, 2019 (Note 3).


                                                                                Percent


                                          Three Months Ended       Change       Change


                                          March 31,                from         from


                                          2020         2019        Prior Year   Prior Year



Other
Other expense, net                         $(56,778)    $(104,126)  $47,348      -45%
Gain on embedded derivative                -            24,574      (24,574)     -100%

Provision (benefit) for income taxes (1,562,517) 2,339 (1,564,856) -66903%

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 line of credit in 2020 and convertible notes in 2019. Interest expense relating to our line of credit (Note 5) for the three months ended March 31, 2020, and 2019, was $2,602 and zero, respectively. Non-cash interest expense relating to convertible notes for the three months ended March 31, 2020, and 2019, was approximately zero and $0.10 million respectively.

We recorded a gain on the embedded derivative of zero and $.02 million during the three months ended March 31, 2020 and 2019 respectively.

During the three months ended March 31, 2020, our income tax benefit was related to 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. For years 2019 and 2020, we have recorded a full valuation allowance against the majority of our U.S. net operating loss deferred tax assets, so there is no tax benefit recorded on the Consolidated Statement of Comprehensive Loss for those losses. For the three months ended March 31, 2019, our income tax provision related to income derived in foreign jurisdictions 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 marketing automation technology 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 operating cash flows, the Company drew down on its line of credit in the amount of $1.9 million in March 2020. In March of 2019, the Company issued 885,500 shares of common stock and received $10.7 million in cash net of stock issuance costs. The company also has an effective Form S-3 shelf registration statement that would allow for the issuance of additional shares for future flexibility.




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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 $0.85 million to $1.64 million used in operations for the three months ended March 31, 2020, compared to approximately $2.49 million used in operations for the three months ended March 31, 2019. The decrease in cash used in operating activities was attributable primarily to timing of payments related to our Accounts payable.

Net cash used in investing activities was approximately $0.41 million during the three months endedMarch 31, 2020, compared to approximately $0.35 million used during the three months ended March 31, 2019. The increase in cash used for investing activities during the three months ended March 31, 2020, is primarily related to the increased investment in property and equipment as SharpSpring increased its investment in capitalized software development.

Net cash provided by financing activities was $1.88 million during the three months ended March 31, 2020, compared to $11.28 million net cash received from financing activities during the three months ended March 31, 2019. The majority of the net cash provided by financing activities for the three months ended March 31, 2020, is related to the Company's $1.9 million proceeds received from our line of credit (Note 5). The company received $10.7 million related to the net proceeds from the stock offering completed in March 2019. The Company also received approximately $0.60 million from the exercise of employee stock options during the three months ended March 31, 2019.

We had net working capital of approximately $9.65 million and $10.38 million as of March 31, 2020, and December 31, 2019, respectively. Our cash balance was $11.63 million at March 31, 2020, reflecting the $1.9 million received from the draw on our line of credit in March 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 March 31, 2020, there 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.

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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