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, 2020, filed with the Securities and Exchange Commission on March 30, 2021.





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 SharpSpring Ads 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 SharpSpring Ads 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 "SharpSpring Ads" relate to the SharpSpring Ads product, while all references to "our Company," "we," "our" or "us" and other similar terms means SharpSpring, Inc., a Delaware corporation, and wholly owned subsidiaries.





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.

We implemented a 10% reduction to salaries across most of the Company and paused quarterly bonuses in the second quarter of 2020. The Company reinstated full salaries and quarterly bonuses on November 1, 2020. During the second quarter of 2020, the Company also paused our 401k matching program through March of 2021. The Company also cut various other non-employee related costs across the board to ensure future flexibility. This included an approximate 40% reduction in the marketing program spend and putting a greater reliance on internal lead generation through the majority of 2020. The Company delayed any non-essential capital expenditures, which allowed us to maintain cash flow flexibility during the COVID pandemic.






         21

  Table of Contents



The Company increased our cash position by $1.90 million by drawing down on our Credit Facility as described in Note 5, Credit Facility. Also described in Note 5, SBA Paycheck Protection Loans, the Company received $3.40 million from the Small Business Association ("SBA") loan program in April 2020, which as of March 31, 2021, $0.17 million has been forgiven and the remaining balance may be forgiven if the criteria defined by the SBA is met. The Company has filed the application for forgiveness with SBA but has not yet received a decision from the SBA as to remaining loan of the loan will be forgiven. We also received an approximately $1.60 million tax refund in June 2020 as a result of historical net operating losses described in Note 6, Income Taxes. The SBA loan program and tax refund are both results of the CARES Act enacted by Congress in March 2020. This cash infusion continues to allow for increased flexibility in these uncertain times. In addition, the Company received approximately $13.94 million from a stock offering, net of issuance costs, in December 2020.

While, the COVID-19 pandemic has made significant impact on the entire global economy, the SharpSpring sales and marketing platforms continue to generate demand in these uncertain times 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 three months ended March 31, 2021, we activated 175 new customers compared to 314 in the same period in 2020. The first quarter of 2021 was challenging on our sales and marketing funnel as the direct and indirect impacts of COVID remained. Despite a lower-than-average new logo sales quarter, 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. Our SharpSpring Ads business has faced downward pressures beyond that of our Marketing Automation platform as the retargeting industry continues to experience difficulties as customers spend less on advertisements during this unprecedented time. We continue to invest in our product as we still expect long term growth from this business and believe the current economic climate for advertisement retargeting is temporary only due to COVID. During the first quarter of 2021, we have returned our marketing spend levels to a pre-pandemic level in an effort to spur growth of new customers back to levels we were able to achieve prior to COVID.

COVID has created a more global and therefore more competitive employment pool for companies across the United States as well as the rest of the world. As such we are no longer competing for talented employees with other local companies, but rather competing with companies across the globe as remote work has become more widely adopted. We have taken steps to review our total compensation package including flexibility of working remotely, to ensure we can remain competitive in the current environment. We believe the steps we have taken will allow us to remain competitive for top talent needed to grow our company.

Despite COVID-19, the Company was able to continue to grow revenue in the three months ended March 31, 2021 compared to both the three months ended March 31 and December 31, 2020. We believe we have limited the impact of COVID on our existing customer base, however, we are still experiencing difficulties attracting new customers with the economic uncertainties of COVID still looming. It is possible that we could be further impacted from COVID in subsequent quarters in ways that we presently do not anticipate; however, at this time, our business continues to grow. In addition, we have been able to maintain the size of our workforce throughout the entirety of the pandemic. The full extent of the impact to the Company due to the impact of the COVID-19 pandemic for the next year and beyond cannot be currently determined, but the Company has taken measures to best position our self 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.






         22

  Table of Contents




Results of Operations



Three Months Ended March 31, 2021, Compared to the Three Months Ended March 31,
2020:



                                                                                Percent
                                  Three Months Ended            Change           Change
                                       March 31,                 from             from
                                 2021            2020         Prior Year       Prior Year
Revenues and Cost of Sales:
Revenues                      $ 7,989,231     $ 7,052,729     $   936,502               13 %
Cost of Sales                   1,890,013       2,367,642        (477,629 )            -20 %
Gross Profit                  $ 6,099,218     $ 4,685,087     $ 1,414,131               30 %



Revenues increased $0.94 million to $7.99 million for the three months ended March 31, 2021 as compared $7.05 million to the three months ended March 31, 2020 primarily from the combined impact of our two most recent rolling annual price increases throughout the year put in place during the first quarter of 2021 and 2020. Revenues for our flagship marketing automation platform increased to $7.38 million in the three months ended March 31, 2021, up from $6.36 million in the three months ended March 31, 2020. Revenue from the SharpSpring Ads platform decreased $0.05 million to $0.57 million for the three months ended March 31, 2021 compared to $0.62 million for the three months ended March 31, 2020.

Cost of sales decreased $0.48 million to $1.89 million for the three months ended March 31, 2021 compared to $2.37 million for the three months ended March 31, 2020. The decrease in cost of sales was driven primarily by a decrease in employee related costs associated with providing and supporting our technology platform to more customers of approximately $0.17 million as we have been able to more efficiently support our customers with greater scale. Costs associated with our SharpSpring Ads platform for the three months ended March 31, 2021 decreased approximately $0.22 million compared to the same period last year due to significant initial cost of supporting SharpSpring Ads in the first full quarter of operations after we acquired the platform in November 2019. In addition, costs increased $0.02 million during the three months ended March 31, 2021 for hosting costs to support new revenues from both our various products. Total cost of sales related to the SharpSpring Marketing Automation product decreased approximately $0.25 million in the first quarter of 2021 compared to the first quarter of 2020. Gross margin as a percentage of revenue increased from 66.4% in the first quarter of 2020 to 76.3% in the first quarter of 2021. This improvement in gross margin is the result of overall efficiencies within our cost of sales.





                                                                                  Percent
                                    Three Months Ended            Change           Change
                                         March 31,                 from             from
                                   2021            2020         Prior Year       Prior Year
Operating expenses:
Sales and marketing             $ 3,791,382     $ 3,034,121     $   757,261               25 %
Research and development          2,115,740       1,578,139         537,601               34 %
General and administrative        2,771,638       2,413,842         357,796               15 %
Intangible asset amortization       171,549         152,801          18,748               12 %
                                $ 8,850,309     $ 7,178,903     $ 1,671,406               23 %





         23

  Table of Contents



Sales and marketing expenses increased $0.76 million to $3.79 million for the three months ended March 31, 2021 as compared to $3.03 million for the three months ended March 31, 2020. The increase was primarily due to an increase of $0.64 million in marketing program spend to drive growth of new sales, in the three months ended March 31, 2021. Additionally, employee-related costs, including equity compensation, increased $0.17 million to support increased marketing program spend in the first quarter of 2021 compared to the same period of 2020. These increases were partially offset by a decrease of $0.06 million in recruiting expense related to additional sales and marketing hires made in the first quarter of 2020.

Research and development expenses increased $0.54 million to $2.12 million for the three months ended March 31, 2021 as compared to $1.58 million for the three months ended March 31, 2020. The increase in research and development expense is primarily due to an increase of $0.54 million in employee-related costs, including equity compensation, tied to increased headcount and a more competitive salary environment for remote workers as more companies transition to remote workers as a result of COVID-19. Outsourced development costs for the three months ended March 31, 2021 decreased approximately $0.18 million as compared to the three months ended March 31, 2020 as we concentrated on internal development work as opposed to outsourced development. Capitalized development costs for the three months ended March 31, 2021, and March 31, 2020 were $0.07 million and $0.27 million, respectively. The smaller capitalization resulted in a net increase research and development expense of approximately $0.20 million for the three months ended March 31, 2021 compared to the same period last year.

General and administrative expenses increased $0.36 million to $2.77 million for the three months ended March 31, 2021 as compared to $2.41 million for the three months ended March 31, 2020. Facilities and rent expense for the three months ended March 31, 2021 increased approximately $0.10 million compared to the three months ended March 31, 2020 and was mostly related to the addition of office space at our Gainesville headquarters during the second quarter of 2020. Employee related costs increased approximately $0.13 million compared to the three months ended March 31, 2020, to support increased financial and general operational needs of the business. Other non-headcount and non-facilities costs, including insurance premiums and public company registration fees increased $0.07 million. Expenses from outside professional services decreased by approximately $0.96 million. Depreciation expense increased by approximately $0.07 million related to increased property and equipment expenditures throughout 2020 to furnish the additional office space as well as increased capitalized software costs.





Amortization of intangible assets increased $0.02 million to $0.17 million for
the three months ended March 31, 2021 as compared to $0.15 million the three
months ended March 31, 2020 due primarily to the change from indefinite lived to
definite lived asset of our Perfect Audience trade name in the first quarter of
2021 (Note 4).



                                                                                    Percent
                                       Three Months Ended           Change           Change
                                           March 31,                 from             from
                                     2021            2020         Prior Year       Prior Year
Other
Other income (expense), net        $ 173,809     $    (56,778 )   $   230,587             -406 %
Provision (benefit) for income
taxes                                  6,573       (1,562,517 )     1,569,090             -100 %



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 Credit Facility. For the three months ended March 31, 2021, we also recorded a gain on extinguishment of debt of approximately $0.17 million related to forgiveness of one of our SBA loans in March of 2021. Interest expense relating to our Credit Facility and SBA Loans (Note 5) for the three months ended March 31, 2021 and 2020 was approximately $0.03 million and $2,600, respectively.






         24

  Table of Contents



During the three months ended March 31, 2021, our income tax expense was related to income derived in foreign jurisdictions at the applicable statutory tax rates. 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 2021 and 2020, we have 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 Consolidated Statement of Operations and Comprehensive Loss for those losses.

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 SharpSpring Ads platforms. Such payments are primarily received monthly and weekly respectively from customers but can sometimes be received in advance of providing the services, yielding a deferred revenue liability on our consolidated balance sheet. In December of 2020, the Company issued 1,000,000 shares of common stock and raised approximately $13.94 million, net of issuance costs. In June 2020, we received a tax refund of approximately $1.60 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 $3.40 million from the SBA Loans in April 2020. In March 2020, the Company drew down on our available $1.90 million Credit Facility.

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





Analysis of Cash Flow


Net cash used in operating activities improved by $0.27 million to $1.37 million used in operations for the three months ended March 31, 2021 compared to approximately $1.64 million for the three months ended March 31, 2020. The decrease in cash used in operating activities was attributable primarily to timing of payments related to our accrued expenses and other current liabilities.

Net cash used in investing activities improved by $0.32 million to $0.10 million for the three months ended March 31, 2021 compared to $0.41 million for the three months ended March 31, 2020. The decrease in cash used for investing activities was primarily related to the reduced investment in property and equipment and decreased in investment in capitalized software development during the three months ended March 31, 2021 compared to the three months ended March 31, 2020.

Net cash provided by financing activities decreased by $1.73 million to $0.16 million for the three months ended March 31, 2021 compared to $1.88 million for the three months ended March 31, 2020. The decrease in cash provided by financing activities was primarily related to the Company's $1.9 million proceeds received from our Credit Facility during the three months ended March 31, 2020 (Note 5). This decrease in cash flow was slightly offset by the $0.18 million proceeds from the exercise of employee stock options received during the three months ended March 31, 2021, compared to $0.01 million received during the three months ended March 31, 2020.






         25

  Table of Contents



We had net working capital of approximately $20.75 million and $22.81 million as of March 31, 2021, and December 31, 2020, respectively. Our cash balance was $26.86 million on March 31, 2021, reflecting the $1.9 million received from our Credit Facility and $3.4 million received from the SBA Loans in March and April 2020, respectively. Our cash balance was $28.27 million on December 31, 2020 reflecting the $13.9 million secondary offering, net of issuance costs, in December 2020.





Contractual Obligations



As of March 31, 2021, 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 30, 2021, 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

As of March 31, 2021, there were no significant changes in the application of our significant accounting policies or estimation procedures from those presented in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020. 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.

© Edgar Online, source Glimpses