Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 13, 2021 | |
Cover [Abstract] | ||
Entity Registrant Name | SharpSpring, Inc. | |
Entity Central Index Key | 0001506439 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Jun. 30, 2021 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2021 | |
Entity Common Stock Shares Outstanding | 12,886,660 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes | |
Entity File Number | 001-36280 | |
Entity Incorporation State Country Code | DE | |
Entity Tax Identification Number | 05-0502529 | |
Entity Address Address Line 1 | 5001 Celebration Pointe Avenue | |
Entity Address Address Line 2 | Suite 410 | |
Entity Address City Or Town | Gainesville | |
Entity Address State Or Province | FL | |
Entity Address Postal Zip Code | 32608 | |
City Area Code | 888 | |
Local Phone Number | 428-9605 | |
Security 12b Title | Common Stock, $0.001 par value per share | |
Trading Symbol | SHSP | |
Security Exchange Name | NASDAQ |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Assets | ||
Cash and cash equivalents | $ 25,157,240 | $ 28,267,792 |
Accounts receivable, net of allowance for doubtful accounts of $74,126 and $56,134 at June 30, 2021 and December 31, 2020, respectively | 300,149 | 323,130 |
Unbilled receivables | 1,265,527 | 1,248,060 |
Income taxes receivable | 143,498 | 54,449 |
Other current assets | 1,293,952 | 1,433,543 |
Total current assets | 28,160,366 | 31,326,974 |
Property and equipment, net | 1,861,067 | 2,188,948 |
Goodwill | 10,230,917 | 10,250,088 |
Intangibles, net | 3,672,753 | 4,015,851 |
Right-of-use assets | 7,934,913 | 8,352,028 |
Other long-term assets | 584,435 | 611,857 |
Total assets | 52,444,451 | 56,745,746 |
Liabilities and Shareholders' Equity | ||
Accounts payable | 964,933 | 1,074,594 |
Accrued expenses and other current liabilities | 2,242,981 | 1,259,836 |
Line of credit | 1,900,000 | 1,900,000 |
Deferred revenue | 862,767 | 845,265 |
Income taxes payable | 23,755 | 81,221 |
Lease liability, current portion | 748,499 | 724,627 |
Notes payable, current portion | 0 | 2,630,962 |
Total current liabilities | 6,742,935 | 8,516,505 |
Lease liability, net of current portion | 7,358,118 | 7,771,898 |
Notes payable, net of current portion | 0 | 768,538 |
Total liabilities | 14,101,053 | 17,056,941 |
Shareholders' equity: | ||
Preferred stock, $0.001 par value, 5,000,000 shares authorized, no shares issued or outstanding at June 30, 2021 and December 31, 2020 | 0 | 0 |
Common stock, $0.001 par value, 50,000,000 shares authorized, 12,902,030 issued and 12,882,030 outstanding as of June 30, 2021; 12,818,797 issued and 12,798,797 outstanding as of December 31, 2020 | 12,902 | 12,819 |
Additional paid in capital | 77,141,573 | 75,544,966 |
Accumulated other comprehensive loss | (219,736) | (215,269) |
Accumulated deficit | (38,507,341) | (35,569,711) |
Treasury stock | (84,000) | (84,000) |
Total shareholders' equity | 38,343,398 | 39,688,805 |
Total liabilities and shareholders' equity | $ 52,444,451 | $ 56,745,746 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Assets | ||
Allowance for doubtful accounts receivble | $ 74,126 | $ 56,134 |
Shareholders' equity | ||
Preferred stock, shares par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, shares par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares outstanding | 12,882,030 | 12,798,797 |
Common stock, shares issued | 12,902,030 | 12,818,797 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) | ||||
Revenue | $ 8,106,243 | $ 7,270,905 | $ 16,095,473 | $ 14,323,634 |
Cost of services | 1,984,662 | 1,873,029 | 3,874,675 | 4,240,671 |
Gross profit | 6,121,581 | 5,397,876 | 12,220,798 | 10,082,963 |
Operating expenses: | ||||
Sales and marketing | 3,915,096 | 2,395,100 | 7,706,478 | 5,429,222 |
Research and development | 2,111,540 | 1,484,890 | 4,227,280 | 3,063,029 |
General and administrative | 3,522,971 | 2,244,560 | 6,294,610 | 4,658,401 |
Intangible asset amortization | 171,549 | 183,746 | 343,098 | 336,547 |
Total operating expenses | 9,721,156 | 6,308,296 | 18,571,466 | 13,487,199 |
Operating loss | (3,599,575) | (910,420) | (6,350,668) | (3,404,236) |
Other income (expense), net | (21,354) | (2,777) | (14,519) | (59,556) |
Gain on extinguishment of debt | 3,271,101 | 0 | 3,438,077 | 0 |
Loss before income taxes | (349,828) | (913,197) | (2,927,110) | (3,463,792) |
Provision (benefit) for income taxes | 3,947 | 57,187 | 10,520 | (1,505,331) |
Net loss | $ (353,775) | $ (970,384) | $ (2,937,630) | $ (1,958,461) |
Net loss per share, basic and diluted | $ (0.03) | $ (0.08) | $ (0.23) | $ (0.17) |
Shares used in computing net loss per share, basic and diluted | 12,852,131 | 11,529,324 | 12,833,148 | 11,525,258 |
Other comprehensive loss: | ||||
Foreign currency translation adjustment, net | $ 5,493 | $ 3,258 | $ (4,467) | $ (5,569) |
Comprehensive loss | $ (348,282) | $ (967,126) | $ (2,942,097) | $ (1,964,030) |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY (Unaudited) - USD ($) | Total | Common Stock | Treasury Stock | Additional Paid in Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit |
Balance, shares at Dec. 31, 2019 | 11,537,163 | 20,000 | ||||
Balance, amount at Dec. 31, 2019 | $ 28,813,347 | $ 11,537 | $ (84,000) | $ 58,851,285 | $ (224,793) | $ (29,740,682) |
Stock based compensation | 663,078 | $ 0 | 0 | 663,078 | 0 | 0 |
Issuance of common stock for cash, shares | 4,660 | |||||
Issuance of common stock for cash, amount | 23,462 | $ 5 | 0 | 23,457 | 0 | 0 |
Issuance of common stock for services, shares | 7,504 | |||||
Issuance of common stock for services, amount | 77,972 | $ 8 | 0 | 77,965 | 0 | 0 |
Issuance of common stock under stock plans, net of shares withheld for employee taxes, shares | 5,393 | |||||
Issuance of common stock under stock plans, net of shares withheld for employee taxes, amount | (28,402) | $ 5 | 0 | (28,407) | 0 | 0 |
Foreign currency translation adjustment | (5,569) | 0 | 0 | 0 | (5,569) | 0 |
Net loss | (1,958,461) | $ 0 | $ 0 | 0 | 0 | (1,958,461) |
Balance, shares at Jun. 30, 2020 | 11,554,720 | 20,000 | ||||
Balance, amount at Jun. 30, 2020 | 27,585,428 | $ 11,555 | $ (84,000) | 59,587,378 | (230,362) | (31,699,143) |
Balance, shares at Mar. 31, 2020 | 11,545,957 | 20,000 | ||||
Balance, amount at Mar. 31, 2020 | 28,171,715 | $ 11,546 | $ (84,000) | 59,206,549 | (233,620) | (30,728,759) |
Stock based compensation | 323,722 | $ 0 | 0 | 323,722 | 0 | 0 |
Issuance of common stock for cash, shares | 3,155 | |||||
Issuance of common stock for cash, amount | 12,289 | $ 3 | 0 | 12,285 | 0 | 0 |
Issuance of common stock for services, shares | 4,824 | |||||
Issuance of common stock for services, amount | 46,696 | $ 5 | 0 | 46,692 | 0 | 0 |
Issuance of common stock under stock plans, net of shares withheld for employee taxes, shares | 784 | |||||
Issuance of common stock under stock plans, net of shares withheld for employee taxes, amount | (1,869) | $ 1 | 0 | (1,870) | 0 | 0 |
Net loss | (970,384) | 0 | 0 | 0 | 0 | (970,384) |
Foreign currency translation adjustment, net | 3,258 | $ 0 | $ 0 | 0 | 3,258 | 0 |
Balance, shares at Jun. 30, 2020 | 11,554,720 | 20,000 | ||||
Balance, amount at Jun. 30, 2020 | 27,585,428 | $ 11,555 | $ (84,000) | 59,587,378 | (230,362) | (31,699,143) |
Balance, shares at Dec. 31, 2020 | 12,818,797 | 20,000 | ||||
Balance, amount at Dec. 31, 2020 | 39,688,805 | $ 12,819 | $ (84,000) | 75,544,966 | (215,269) | (35,569,711) |
Stock based compensation | 895,088 | $ 0 | 0 | 895,088 | 0 | 0 |
Issuance of common stock for cash, shares | 66,023 | |||||
Issuance of common stock for cash, amount | 502,037 | $ 66 | 0 | 501,971 | 0 | 0 |
Issuance of common stock for services, shares | 12,099 | |||||
Issuance of common stock for services, amount | 235,817 | $ 12 | 0 | 235,805 | 0 | 0 |
Issuance of common stock under stock plans, net of shares withheld for employee taxes, shares | 5,111 | |||||
Issuance of common stock under stock plans, net of shares withheld for employee taxes, amount | (36,252) | $ 5 | 0 | (36,257) | 0 | 0 |
Foreign currency translation adjustment | (4,467) | 0 | 0 | 0 | (4,467) | 0 |
Net loss | (2,937,630) | $ 0 | $ 0 | 0 | 0 | (2,937,630) |
Balance, shares at Jun. 30, 2021 | 12,902,030 | 20,000 | ||||
Balance, amount at Jun. 30, 2021 | 38,343,398 | $ 12,902 | $ (84,000) | 77,141,573 | (219,736) | (38,507,341) |
Balance, shares at Mar. 31, 2021 | 12,854,252 | 20,000 | ||||
Balance, amount at Mar. 31, 2021 | 37,805,644 | $ 12,854 | $ (84,000) | 76,255,585 | (225,229) | (38,153,566) |
Stock based compensation | 544,365 | $ 0 | 0 | 544,365 | 0 | 0 |
Issuance of common stock for cash, shares | 43,967 | |||||
Issuance of common stock for cash, amount | 321,950 | $ 44 | 0 | 321,906 | 0 | 0 |
Issuance of common stock for services, shares | 1,836 | |||||
Issuance of common stock for services, amount | 30,955 | $ 2 | 0 | 30,953 | 0 | 0 |
Issuance of common stock under stock plans, net of shares withheld for employee taxes, shares | 1,975 | |||||
Issuance of common stock under stock plans, net of shares withheld for employee taxes, amount | (11,234) | $ 2 | 0 | (11,236) | 0 | 0 |
Foreign currency translation adjustment | 5,493 | 0 | 0 | 0 | 5,493 | 0 |
Net loss | (353,775) | $ 0 | $ 0 | 0 | 0 | (353,775) |
Balance, shares at Jun. 30, 2021 | 12,902,030 | 20,000 | ||||
Balance, amount at Jun. 30, 2021 | $ 38,343,398 | $ 12,902 | $ (84,000) | $ 77,141,573 | $ (219,736) | $ (38,507,341) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (2,937,630) | $ (1,958,461) |
Adjustments to reconcile loss from operations: | ||
Depreciation and amortization | 1,041,311 | 774,140 |
Gain on extinguishment of debt | (3,438,077) | 0 |
Amortization of costs to acquire contracts | 407,282 | 404,767 |
Non-cash stock compensation | 1,138,405 | 741,051 |
Deferred income taxes | 0 | (5,504) |
Loss on disposal of property and equipment | 3,299 | 0 |
Unrealized foreign currency (gain) loss | (45,204) | 109,928 |
Changes in assets and liabilities: | ||
Accounts receivable | 20,362 | (106,260) |
Unbilled receivables | (27,704) | (133,315) |
Right-of-use assets | 417,115 | (3,475,390) |
Other assets | (239,733) | (279,099) |
Income taxes, net | (144,864) | 33,639 |
Accounts payable | (108,933) | (120,934) |
Lease liabilities | (389,909) | 3,511,291 |
Accrued expenses and other current liabilities | 975,631 | (288,041) |
Deferred revenue | 20,294 | (201,893) |
Net cash used in operating activities | (3,308,355) | (994,081) |
Cash flows from investing activities | ||
Purchases of property and equipment | (169,328) | (352,900) |
Capitalization of software development costs | (204,302) | (424,124) |
Net cash used in investing activities | (373,630) | (777,024) |
Cash flows used in financing activities: | ||
Proceeds from line of credit | 0 | 1,900,000 |
Proceeds from note payable | 0 | 3,399,500 |
Proceeds from exercise of stock options, net | 502,037 | 23,462 |
Payments for taxes related to net share settlement of equity awards | (36,252) | (28,402) |
Net cash provided by financing activities | 465,785 | 5,294,560 |
Effect of exchange rate on cash | 105,648 | (118,509) |
Change in cash and cash equivalents | (3,110,552) | 3,404,946 |
Cash and cash equivalents, beginning of period | 28,267,792 | 11,881,949 |
Cash and cash equivalents, end of period | 25,157,240 | 15,286,895 |
Cash paid (received) during the period for | ||
Interest, net | 48,028 | (19,255) |
Income taxes | 155,294 | (1,533,467) |
Non-cash activities | ||
Right-of-use asset obtained for lease liability | $ 0 | $ 3,758,014 |
Organization, Basis of Presenta
Organization, Basis of Presentation, and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Basis of Presentation, and Summary of Significant Accounting Policies | |
Note 1. Organization, Basis of Presentation, and Summary of Significant Accounting Policies | Note 1: Organization, Basis of Presentation, and Summary of Significant Accounting Policies Organization and Proposed Merger SharpSpring, Inc. (the “Company”, “we”, “our”, or “us”) provides a cloud-based marketing automation solution and a display retargeting platform through its SharpSpring Marketing Automation and SharpSpring Ads (formerly known as Perfect Audience) products. Our flagship Marketing Automation platform is designed to increase the rates at which businesses generate leads and convert leads to sales opportunities by improving the way businesses communicate with customers and prospects. Our SharpSpring Ads platform empowers marketers to create, manage, and optimize their ad campaigns across thousands of websites. The Company’s products are marketed directly by us and through a small group of reseller partners to customers around the world. On June 21, 2021, the Company entered into an Agreement and Plan of Merger, as it may be amended from time to time in accordance with its terms (the “Merger Agreement”) with Constant Contact, Inc., a Delaware corporation (“Constant Contact”) and Groove Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Constant Contact (“MergerSub”), providing for the merger of MergerSub with and into the Company (the “Merger”) and for the Company to become a wholly-owned subsidiary of Constant Contact. COVID – 19 On January 30, 2020, the World Health Organization declared the coronavirus “COVID-19” outbreak a “Public Health Emergency of International Concern” and on March 11, 2020, declared it to be a pandemic. Actions taken around the world to help mitigate the spread of COVID-19 included restrictions on travel, quarantines, or “stay‑at‑home” restrictions in certain areas and forced closures for certain types of public places and businesses. COVID‑19, and the recently identified variants of COVID-19, and actions taken to mitigate it have had and are expected to continue to have an adverse impact on the economies and financial markets globally, including the geographical areas in which the Company operates. While it is unknown how long these conditions will last and what the complete financial impact will be, the Company continues to closely monitor the impact of the COVID-19 pandemic on all aspects of the business/operations and are unable at this time to predict the continued impact that COVID-19 will have on its business, financial position, and operating results in future periods due to numerous uncertainties. Basis of Presentation and Consolidation The accompanying unaudited consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) applicable to interim periods, under the rules and regulations of the United States Securities and Exchange Commission (“SEC”). In the opinion of Company management, the Company has prepared the accompanying unaudited consolidated financial statements on a basis substantially consistent with the audited consolidated financial statements of the Company as of and for the year ended December 31, 2020, and these consolidated financial statements include all adjustments consisting of only normal recurring adjustments, necessary for a fair statement of the results of the interim periods presented. The Company’s consolidated financial statements include the accounts of SharpSpring, Inc. and its subsidiaries (the “Company”). The Company’s consolidated financial statements reflect the elimination of all significant inter-company accounts and transactions. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for any subsequent quarter or for the entire year ending December 31, 2021. The unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on March 30, 2021. Concentration of Credit Risk and Significant Customers Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. At June 30, 2021, and December 31, 2020, the Company had cash balances at financial institutions that exceed federally insured limits. The Company maintains its cash balances with accredited financial institutions. The Company does not believe it is subject to unusual credit risk beyond normal credit risk associated with commercial banking relationships. Our accounts receivable exposes the Company to credit risk in the event of nonpayment by customers. As of June 30, 2021, two customers had an open accounts receivable balance above 10% of our net accounts receivable balance, which represented 24.1% of the Company’s net accounts receivable balance. As of December 31, 2020, the Company had one customer representing 12.4% of net accounts receivable balance. There were no customers that accounted for more than 10% of Company’s total revenue for any financial period presented. Significant Accounting Policies There were no material changes to the Company’s significant accounting policies disclosed in “Note 2 – Summary of Significant Accounting Policies” of our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on March 30, 2021. Operating Segments The Company operates as one reportable segment with two operating segments. Our operating segments consist of our SharpSpring Marketing Automation segment and SharpSpring Ads Retargeting segment in accordance with Accounting Standards Codification (“ASC”) 280, Segment Reporting Recently Issued Accounting Standards In January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017- 04 , Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes The new accounting guidance also simplifies the accounting for income taxes by (i) requiring an entity to recognize franchise tax that is partially based on income as an income-based tax and account for any incremental amount incurred as a non-income-based tax, (ii) requiring that an entity evaluate when a step up in the tax basis of goodwill should be considered part of the business combination in which the book goodwill was originally recognized and when it should be considered a separate transaction, (iii) specifying that an entity is not required to allocate the consolidated amount of current and deferred tax expense to a legal entity that is not subject to tax in its separate financial statements, (iv) requiring that an entity reflect the effect of an enacted change in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date, and (v) making minor Codification improvements for income taxes related to employee stock ownership plans and investments in qualified affordable housing projects accounted for using the equity method. This standard is effective for fiscal and interim periods beginning after December 15, 2020. We believe the adoption of this standard has not and will not have a material impact on our consolidated financial statements. There are no other new accounting pronouncements that are expected to have a material impact on the Company and all subsidiaries thereof. All intercompany balances and transactions have been eliminated upon consolidation. |
Revenue Recognition
Revenue Recognition | 6 Months Ended |
Jun. 30, 2021 | |
Revenue Recognition | |
Note 2. Revenue Recognition | Note 2: Revenue Recognition Unbilled Receivables In cases where customers pay for services in arrears, the Company accrues for revenue in advance of billings as long as the criteria for revenue recognition are met, thus creating a contract asset (unbilled receivable). As of March 31, 2021, and 2020, the Company had unbilled receivables of $1.26 million and $1.09 million, respectively. Substantially all of these services were billed during the three months ended June 30, 2021, and 2020, respectively. Unbilled receivable balances net remained unchanged during the three months ended June 30, 2021. During the three months ended June 30, 2020, unbilled receivables increased by $0.04 million. Unbilled receivable balances as of December 31, 2020, and 2019 were $1.25 million and $1.00 million, respectively. Unbilled receivable balances increased by $0.02 million and increased by $0.13 million during the six months ended June 30, 2021, and 2020, respectively. As of June 30, 2021, and 2020, the Company had unbilled receivables of $1.27 million and $1.13 million, respectively. These unbilled balances were the result of services provided in period, but not yet billed to the customer. Capitalized Cost of Obtaining a Contract The Company capitalizes sales commission costs which are incremental to obtaining a contract. The Company expenses costs that are related to obtaining a contract but are not incremental such as other sales and marketing costs and other costs that would be incurred regardless of if the contract was obtained. Capitalized costs are amortized using straight-line amortization over a three-year estimated weighted average life of the customer. As of June 30, 2021, the net carrying value of the capitalized cost of obtaining a contract was $1.18 million, of which $0.63 million is included in other current assets and $0.55 million is included in other long-term assets. As of December 31, 2020, the net carrying value of the capitalized cost of obtaining a contract was $1.27 million, of which $0.69 million is included in other current assets and $0.58 million is included in other long-term assets. For the three months ended June 30, 2021, and 2020, the Company amortized approximately $0.20 million for each period, in costs directly attributable to obtaining contracts. For the six months ended June 30, 2021, and 2020, the Company amortized approximately $0.41 million and $0.40 million, respectively, in costs directly attributable to obtaining contracts. Deferred Revenue Deferred revenue consists of payments received in advance of the Company providing the services. Most of our deferred revenue balances (contract liabilities) arise from payments from customers in advance of service on a periodic basis (such as monthly, quarterly, annually, or bi-annually), while the portion of our deferred revenue balances associated with SharpSpring Ads arises from prepaid deposits for future usage of the platform. Deferred revenue from our SharpSpring Marketing Automation customers is earned over the service period identified in each contract. Deferred revenue from our SharpSpring Ads retargeting customers is earned as the service is used. Additionally, the Company has deferred revenue related to implementation fees for its SharpSpring Marketing Automation solution that are paid in advance, which is recognized over the service period. These implementation services are typically performed over a 60-day period. As of March 31, 2021, and 2020, the Company had deferred revenue balances of $0.95 million and $0.77 million, respectively. Deferred revenue decreased by $0.09 million and decreased by $0.11 million during the three months ended June 30, 2021, and 2020, respectively. Deferred revenue balances were $0.85 million and $0.86 million as of December 31, 2020, and 2019, respectively. Deferred revenue increased by $0.01 million and decreased by $0.2 million during the six months ended June 30, 2021, and 2020, respectively. The Company had deferred revenue contract liability balances of $0.86 million and $0.66 million as of June 30, 2021, and June 30, 2020, respectively. Disaggregation of Revenue Disaggregated revenue for the three and six months ended June 30, 2021, and 2020, are as follows: Three Months Ended Six Months Ended June 30, June 30, 2021 2020 2021 2020 Revenue by Product: Marketing Automation Revenue $ 7,495,296 $ 6,566,976 $ 14,878,176 $ 12,926,333 Retargeting Revenue 581,490 667,910 1,155,064 1,286,717 Mail + Product Revenue 29,457 36,019 62,233 110,584 Total Revenue $ 8,106,243 $ 7,270,905 $ 16,095,473 $ 14,323,634 Revenue by Type: Recurring Revenue $ 7,283,298 $ 6,319,119 $ 14,434,024 $ 12,449,561 Retargeting Revenue 581,490 667,911 1,155,064 1,286,717 Upfront Fees 241,455 283,875 506,385 587,356 Total Revenue $ 8,106,243 $ 7,270,905 $ 16,095,473 $ 14,323,634 |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2021 | |
Property and Equipment | |
Note 3. Property & Equipment | Note 3: Property & Equipment Property and equipment as of June 30, 2021, and December 31, 2020, is as follows: June 30, December 31, 2021 2020 Property and equipment, gross: Leasehold improvements $ 366,735 $ 313,119 Furniture and fixtures 913,370 913,370 Capitalized software development costs 2,352,235 2,147,934 Computer equipment and other software 1,191,049 1,083,432 Total 4,823,389 4,457,855 Less: Accumulated depreciation (2,962,322 ) (2,268,907 ) Property and equipment, net: $ 1,861,067 $ 2,188,948 Depreciation expense related to property and equipment was $0.43 million and $0.23 million for the three months ended June 30, 2021, and 2020, respectively. Depreciation expense related to property and equipment was $0.70 million and $0.44 million for the six months ended June 30, 2021, and 2020, respectively. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill and Other Intangible Assets | |
Note 4. Goodwill and Other Intangible Assets | Note 4: Goodwill and Other Intangible Assets Goodwill and acquired intangible assets are initially recorded at fair value and are reviewed at least annually for indicators of impairment or more frequently if there are indicators of impairment. The Company’s intangibles are tested for recoverability whenever events or changes in circumstances indicate the carrying amounts may not be recoverable. Impairment losses are measured as the amount by which the carrying value of an asset group exceeds its fair value and are recognized in operating results. During the six months ended June 30, 2021, the Company reclassified our trade name asset for Perfect Audience from an indefinite lived asset to a definite lived asset with a useful life of 3 years as part of our phase out of the Perfect Audience name. Judgment is used when applying these impairment rules to determine the timing of the impairment test, the undiscounted cash flows used to assess impairments, and the fair value of an asset group. Goodwill and other Intangible Assets as of June 30, 2021, and December 31, 2020, are as follows: As of June 30, 2021 Gross Net Carrying Accumulated Carrying Amount Amortization Value Amortized intangible assets: Trade names $ 501,000 $ (183,500 ) $ 317,500 Technology 3,109,000 (1,653,703 ) 1,455,297 Customer relationships 1,320,000 (941,000 ) 379,000 Vendor relationships 1,813,000 (292,044 ) 1,520,956 Unamortized intangible assets: 6,743,000 (3,070,247 ) 3,672,753 Goodwill 10,230,917 Total goodwill and intangible assets $ 13,903,670 As of December 31, 2020 Gross Net Carrying Accumulated Carrying Amount Amortization Value Amortized intangible assets: Trade names $ 501,000 $ (120,000 ) $ 381,000 Technology 3,109,000 (1,513,751 ) 1,595,249 Customer relationships 1,320,000 (892,004 ) 427,996 Vendor relationships 1,813,000 (201,394 ) 1,611,606 Unamortized intangible assets: 6,743,000 (2,727,149 ) 4,015,851 Goodwill 10,250,088 Total goodwill and intangible assets $ 14,265,939 Estimated amortization expense for the remainder of 2021 and subsequent years is as follows: Remainder of 2021 $ 343,100 2022 634,200 2023 586,200 2024 420,200 2025 390,200 Thereafter 1,298,853 Total $ 3,672,753 Amortization expense for three months ended June 30, 2021, and 2020, was $0.17 million and $0.18 million, respectively. Amortization expense for the six months ended June 30, 2021, and 2020, was $0.34 million and $0.34 million, respectively. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2021 | |
Debt | |
Note 5. Debt | Note 5: Debt Credit Facility In March 2016, the Company entered into a $2.5 million revolving loan agreement (the “Credit Facility”) with Western Alliance Bank. The facility originally matured on March 21, 2018 and was amended to mature on June 19, 2022. There are no mandatory amortization provisions, and the Credit Facility is payable in full at maturity. As of June 30, 2021, the Credit Facility is collateralized by a lien on substantially all of the existing and future assets of the Company and secured by a pledge of 100% of the capital stock of SharpSpring Technologies, Inc. and a 65% pledge of the Company’s foreign subsidiaries’ stock. The Credit Facility subjects the Company to a number of restrictive covenants, including financial and non-financial covenants customarily found in loan agreements for similar transactions. The Credit Facility also restricts our ability to pay cash dividends on our common stock. As of June 30, 2021, the credit facility carried an interest rate of 5.0%, there was $1.9 million outstanding under the Credit Facility, and no events of default have occurred. The interest expense relating to the Credit Facility for three months ended June 30, 2021, and 2020 was approximately $0.02 million and $0.03 million, respectively. The interest expense relating to the Credit Facility for six ended June 30, 2021, and 2020 was approximately $0.05 million and $0.03 million respectively SBA Paycheck Protection Program Loan In April 2020, SharpSpring entered into two loan agreements with United States Small Business Administration (“SBA”) under the Paycheck Protection Program for a total loan amount of $3.40 million (the “SBA Loans”). The SBA Loans have a maturity date of 2 years from the initial disbursement and carry an interest rate of 1% per year. The application for the SBA Loans requires the Company to, in good faith, certify that the current economic uncertainty made the loan request necessary to support the ongoing operation of the Company. This certification further requires the Company to take into account our current business activity and our ability to access other sources of liquidity sufficient to support the ongoing operations in a manner that is not significantly detrimental to the business. The receipt of the funds from the SBA Loans and the forgiveness of the SBA Loans is dependent on the Company having initially qualified for the SBA Loans and qualifying for the forgiveness of such loans based on funds being used for certain expenditures such as payroll costs and rent, as required by the terms of the SBA Loans. The SBA Loans were eligible for forgiveness as part of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) approved by the U.S. Congress on March 27, 2020, if certain requirements were met. The Company applied for forgiveness with the SBA in December 2020, in which on March 11, 2021, the SBA forgave the principal balance and associated accumulated interest of one of the two SBA Loans in full. As a result, the Company recognized $0.17 million to other income in our consolidated statement of operations and comprehensive loss in the six months ending June 30, 2021. On June 11, 2021, the SBA forgave the principal balance and associated accumulated interest of the second SBA Loans in full. As a result, the Company recognized $3.27 million to other income in our consolidated statement of operations and comprehensive loss in the three and six months ending June 30, 2021. Interest expense related to the SBA Loans for the three months ended June 30, 2021, and 2020 was approximately $0.01 million and $0.01 million, respectively. Interest expense related to the SBA Loans for the six months ended June 30, 2021, and 2020 was approximately $0.02 million and $0.01 million , respectively. Presently, the SBA and other government communications have indicated that all loans in excess of $2.0 million will be subject to audit and that those audits could take up to seven years to complete. If the SBA determines that the SBA Loan was not properly obtained and/or expenditures supporting forgiveness were not appropriate, the Company would be required to repay some or all of the SBA Loan and record additional expense which could have a material adverse effect on our business, financial condition and results of operations in a future period. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2021 | |
Income Taxes | |
Note 6. Income Taxes | Note 6: Income Taxes SharpSpring income taxes are computed in accordance with ASC Topic 740, Income Taxes On March 27, 2020, the CARES Act was enacted into the law. The CARES Act contained many income tax relief provisions including allowing for a 5-year carryback of federal net operating losses generated in tax years beginning in 2018, 2019, or 2020. As required under U.S. GAAP, the effects of tax law changes are recognized in the period of enactment. Accordingly, we recorded an incremental income tax benefit in the amount of $1.6 million associated with the CARES Act related to the carryback of the Company’s 2018 federal net operating loss in the first quarter of 2020. During the three months ended June 30, 2021, and 2020, the Company recorded income tax expense of approximately $4,000 and $57,000, respectively. During the six months ended June 30, 2021, and 2020, the Company recorded income tax expense of approximately $0.01 million and income tax benefit of $1.51 million, respectively. The blended effective tax rate for the six months ending June 30, 2021, and 2020 was -0.4% and 43.5%, respectively. The June 30, 2021, effective blended tax rate varies from our statutory U.S. tax rate due to the tax impact of the valuation allowances on losses and income generated in certain other jurisdictions at various tax rates. The June 30, 2020, effective blended tax rate varies from our statutory U.S. tax rate due to the tax impact of the CARES Act, valuation allowances on losses and income generated in certain other jurisdictions at various tax rates. Valuation Allowance In making our assessment of deferred tax asset recoverability, we considered our historical financial results, our projected future financial results, the planned reversal of existing deferred tax liabilities, and the impact of any tax planning actions. Based on our analysis we noted both positive and negative factors relative to our ability to support realization of certain deferred tax assets. However, based on the weighting of all the evidence, including the near-term effect on our income projections of investments we are making in our team, product and systems infrastructure, we concluded that it was more likely than not that the majority of our deferred tax assets related to temporary differences and net operating losses may not be recovered. The establishment of a valuation allowance has no effect on our ability to use the underlying deferred tax assets to reduce cash tax payments in the future to the extent that we generate taxable income prior to expiration. At June 30, 2021 and December 31, 2020, we have established a valuation allowance of $10.1 million and $8.9 million, respectively, against certain deferred tax assets given the uncertainty of recoverability of these amounts. |
StockBased Compensation
StockBased Compensation | 6 Months Ended |
Jun. 30, 2021 | |
StockBased Compensation | |
Note 7. Stock-Based Compensation | Note 7: Stock-Based Compensation From time to time, the Company grants stock options and restricted stock unit awards to officers and employees of the Company. Additionally, the Company grants stock options and awards to directors as compensation for their service to the Company. In November 2010, the Company adopted the 2010 Stock Incentive Plan (the “2010 Plan”) which was restated in its entirety in August 2018. As amended, up to 2,600,000 shares of common stock were available for issuance under the Plan. The Plan provided for the issuance of stock options and other stock-based awards. As of June 30, 2021, no shares remain available for future issuance under the 2010 Plan. In April 2019, the Company adopted the 2019 Equity Incentive Plan (the “2019 Plan”), which was amended in July 2020 and June 2021. As amended no more than 1,275,000 shares of common stock, plus the number of shares of common stock underlying any award granted under the 2010 Plan that expires, terminates, is canceled, or is forfeited shall be available for grant under the 2019 Plan. The Plan provides for the issuance of stock options and other stock-based awards. During the terms of the Awards, the Company shall keep available at all times the number of shares of Common Stock required to satisfy such Awards. Stock Options Stock option awards under the 2010 Plan and 2019 Plan (the “Plans”) have a 10-year maximum contractual term and, subject to the provisions regarding Ten Percent Shareholders, must be issued at an exercise price of not less than 100% of the fair market value of the common stock at the date of grant. The Plans are administered by the Board of Directors, which has the authority to determine to whom options may be granted, the period of exercise, and what other restrictions, if any, should apply. Vesting for awards granted to date under the Plans is principally over four years from the date of the grant, with 25% of the award vesting after one year and monthly vesting thereafter. Option awards are valued based on the grant date fair value of the instruments, net of estimated forfeitures, using a Black-Scholes option pricing model with the following assumptions: Six Months Ended June 30, 2021 2020 Volatility 58% 52%-56% Risk Free Interest Rate 0.75% - 1.14% 0.37% - 1.66% Expected term 6.25 years 6.25 years The weighted average grant date fair value of stock options granted during the six months ended June 30, 2021, and 2020, was $9.13 and $5.12, respectively. For grants prior to January 1, 2015, the volatility assumption was based on historical volatility of similar sized companies due to lack of historical data of the Company’s stock price. For all grants subsequent to January 1, 2015, the volatility assumption reflects the Company’s historic stock volatility for the period of February 1, 2014, forward, which is the date the Company’s stock began actively trading. The risk-free interest rate was determined based on treasury securities with maturities equal to the expected term of the underlying award. The expected term was determined based on the simplified method outlined in Staff Accounting Bulletin No. 110. Stock option awards are expensed on a straight-line basis over the requisite service period. During the three months ended June 30, 2021, and 2020, the Company recognized an expense of $0.35 million and $0.26 million, respectively, associated with stock option awards. During the six months ended June 30, 2021, and 2020, the Company recognized an expense of $0.60 million and $0.47 million, respectively, associated with stock option awards. At June 30, 2021, future stock compensation expense associated with stock options (net of estimated forfeitures) not yet recognized was $3.47 million and will be recognized over a weighted average remaining vesting period of 3.14 years. The following summarizes stock option activity for the six months ended June 30, 2021: Weighted Weighted Aggregate Number of Average Average Remaining Intrinsic Options Exercise Price Contractual Life Value Outstanding at December 31, 2020 1,383,057 $ 7.60 7.1 $ 12,000,790 Granted 346,610 16.71 Exercised (66,023 ) 7.59 Expired (187 ) 8.76 Forfeited (179,848 ) 10.03 Outstanding at June 30, 2021 1,483,609 $ 9.44 7.1 $ 11,266,117 Exercisable at June 30, 2021 864,140 $ 6.55 5.8 $ 8,935,098 The total intrinsic value of stock options exercised during the three months ended June 30, 2021, and 2020, were $0.35 million and $0.02 million, respectively. The total intrinsic value of stock options exercised during the six months ended June 30, 2021, and 2020, were $0.55 million and $0.02 million, respectively. Restricted Stock Units Restricted Stock Units (“RSUs”) having a value equal to the fair market value of an identical number of shares of Common Stock, which may, but need not, provide that such restricted award may not be sold, assigned, transferred or otherwise disposed of, pledged or hypothecated as collateral for a loan or as security for the performance of any obligation or for any other purpose for a period determined by the Board of Directors. The Plans are administered by the Board of Directors, which has the authority to determine to whom RSUs may be granted, the period of exercise, and what other restrictions, if any, should apply. Vesting for awards granted to date under the Plans is generally over three years from the date of the grant, with 33% of the award vesting after one year and quarterly vesting thereafter. During the six months ended June 30, 2021, and 2020, the Company granted 125,000 and 35,875 Restricted Stock Units (RSUs), respectively. RSUs are expensed using a graded vested schedule which are recorded on a straight-line basis over the requisite vesting period as if the award were, in substance, a single award. During the three months ended June 30, 2021, and 2020, the Company recognized expense of approximately $0.17 million and $0.07 million, respectively, associated with RSUs. During the six months ended June 30, 2021, and 2020, the Company recognized expense of approximately $0.26 million and $0.19 million, respectively, associated with RSUs. At June 30, 2021, future stock compensation expense associated with stock units (net of estimated forfeitures) not yet recognized was approximately $2.42 million and will be recognized over a weighted average remaining vesting period of 2.87 years. The following summarizes RSU activity for the six months ended June 30, 2021: Weighted Average Grant Date Number of Fair Value Units Per Share Unvested at December 31, 2020 61,120 $ 15.06 Granted 134,705 17.22 Vested (7,115 ) 12.39 Unvested at June 30, 2021 188,710 $ 16.70 Restricted Stock Awards Restricted stock awards (“RSAs”) are valued based on the closing price of our common stock on the date of grant, and compensation cost is recorded immediately if there is no vesting period. For awards granted that contain a graded vesting schedule, and the only condition for vesting is a service condition, compensation cost is recognized on a straight-line basis over the requisite vesting period as if the award were, in substance, a single award. During the three months ended June 30, 2021, and 2020, the Company recognized expense of approximately $0.06 million and $0.05 million, respectively, associated with Stock Awards. During the six months ended June 30, 2021, and 2020, the Company recognized expense of approximately $0.11 million and $0.09 million, respectively, associated with Stock Awards. As of June 30, 2021, future stock compensation expense associated with these awards (net of estimated forfeitures) not yet recognized was approximately $0.04 million and will be recognized over a weighted average remaining vesting period of .75 year. During the six months ended June 30, 2021, and 2020, the Company issued 3,620 and 23,839 shares, respectively. Of such shares issued during the six months ended June 30, 2021, and 2020, 3,620 and 7,504 shares were respectively issued to non-employee directors as compensation for their service on the board and immediately vested. The following table summarizes RSA activity for the six month period ended June 30, 2021: Weighted Average Grant Date Number of Fair Value Shares Per Share Unvested at December 31, 2020 11,578 $ 9.57 Granted 3,620 18.74 Vested (9,410 ) 13.10 Unvested at June 30, 2021 5,788 $ 9.57 Additionally, during the first quarter 2021, the Company entered into an agreement with Marietta Davis to issue 8,479 shares of common stock in recognition of Ms. Davis’s previous service to the Company as a member of the Board of Directors. Ms. Davis served as a member of the Board of Directors of the Company from 2017 until her resignation as of August 17, 2020. The Company recorded an expense of approximately $0.17 million associated with this issuance. These shares were not issued from the 2019 Equity Incentive Plan. |
Net Loss Per Share
Net Loss Per Share | 6 Months Ended |
Jun. 30, 2021 | |
Net Loss Per Share | |
Note 8. Net Loss Per Share | Note 8: Net Loss Per Share Basic net loss per share is computed by dividing net loss by the weighted average number of common stock outstanding for the period. Diluted net loss per share is computed by giving effect to all potential dilutive common stock equivalents for the period, including stock options and RSUs. Basic and diluted net loss per share were the same for each period presented as the inclusion of all potential common stock outstanding would have been anti-dilutive. Three Months Ended Six Months Ended June 30, June 30, 2021 2020 2021 2020 Net loss $ (353,775 ) $ (970,384 ) $ (2,937,630 ) $ (1,958,461 ) Basic and diluted weighted average common shares outstanding 12,852,131 11,529,324 12,833,148 11,525,258 Basic and diluted net loss per share $ (0.03 ) $ (0.08 ) $ (0.23 ) $ (0.17 ) Additionally, since the Company incurred net losses for each of the periods presented, diluted net loss per share is the same as basic net loss per share. The Company’s outstanding stock options and unvested RSUs were not included in the calculation of diluted net loss per share as the effect would be anti-dilutive. The following table contains all potentially dilutive common stock equivalents: Three and Six Months Ended June 30, 2021 2020 Stock options 1,483,609 1,690,728 Restricted stock units (RSUs) 188,710 78,706 Total 1,672,319 1,769,434 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and contingencies (Note 9) | |
Note 9. Commitments and Contingencies | Note 9: Commitments and Contingencies Legal Proceedings From time to time the Company may become involved in legal proceedings or be subject to claims arising in the ordinary course of its business. Although the results of litigation and claims cannot be predicted with certainty, the Company currently believes that the final outcome of these ordinary course matters will not have a material adverse effect on our business, operating results, financial condition or cash flows. Regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources and other factors. The Company is currently party to various litigation, however we are unable to estimate the likelihood or potential loss at this time, as such we have not recorded any estimated losses in our Consolidated Statements of Operations and Comprehensive loss. Descriptions of any material litigations are provided below. Subsequent to the announcement of the Merger Agreement between the Company, Constant Contact, and MergerSub, various lawsuits were filed in connection with the Merger. On July 21, 2021, a complaint was filed against the Company and certain of its directors and a former director in the United States Southern District Court of New York, captioned Kaczmar v. SharpSpring, Inc. et al, Civil Action No. 1:21-CV-06227. The action generally alleges failure to adequately disclose material information in violation of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 14a-9 promulgated thereunder (“Rule 14a-9”), as well as an alleged breach of fiduciary duty. The plaintiff seeks, among other things, equitable relief to enjoin consummation of the Merger, rescission of the Merger and/or rescissory damages, a declaration that the defendants breached their fiduciary duty, and attorneys’ and experts’ fees. On August 3, 2021, the Company was served with a summons requiring an answer or reply motion within 21 days. The Company and the individual defendants all believe that the claims asserted against each of them are without merit and intend to vigorously defend against this lawsuit. On July 30, 2021, a complaint was filed against the Company and its directors in the United States Southern District Court of New York, captioned Ahmed v. SharpSpring, Inc. et al, Civil Action No. 1:21-CV-06494. The action generally alleges failure to adequately disclose material information in violation of Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9. The plaintiff seeks, among other things, equitable relief to enjoin consummation of the Merger, rescission of the Merger and/or rescissory damages, and attorneys’ and experts’ fees and expenses. The Company and the individual defendants all believe that the claims asserted against each of them are without merit and intend to vigorously defend against this lawsuit. On August 2, 2021, a complaint was filed against the Company and certain of its directors and a former director in the United States Eastern District Court of New York, captioned Lavery v. SharpSpring, Inc. et al, Civil Action No. 1:21-CV-04312. The action generally alleges failure to adequately disclose material information in violation of Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9. The plaintiff seeks, among other things, equitable relief to enjoin consummation of the Merger, rescission of the Merger and/or rescissory damages, a declaration that the defendants violated Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9, and attorneys’ and experts’ fees and expenses. The Company and the individual defendants all believe that the claims asserted against each of them are without merit and intend to vigorously defend against this lawsuit. On August 4, 2021, a complaint was filed against the Company and certain of its directors and a former director in the United States Southern District Court of New York, captioned Lessard v. SharpSpring, Inc. et al, Civil Action No. 1:21-CV-06602. The action generally alleges failure to adequately disclose material information in violation of Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9. The plaintiff seeks, among other things, equitable relief to enjoin consummation of the Merger, rescission of the Merger and/or rescissory damages, a declaration that the defendants violated Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9, and attorneys’ and experts’ fees and expenses. The Company and the individual defendants all believe that the claims asserted against each of them are without merit and intend to vigorously defend against this lawsuit. On August 12, 2021, a complaint was filed against the Company and certain of its directors in the United States District Court of Delaware, captioned Reinhardt v. SharpSpring, Inc. et al, Civil Action No. 1:21-CV-01171-UNA. The action generally alleges failure to adequately disclose material information in violation of Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9. The plaintiff seeks, among other things, equitable relief to enjoin consummation of the Merger, rescission of the Merger and/or rescissory damages, a declaration that the defendants violated Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9, and attorneys’ and experts’ fees and expenses. The Company and the individual defendants all believe that the claims asserted against each of them are without merit and intend to vigorously defend against this lawsuit. On August 12, 2021, a complaint was filed against the Company and certain of its directors in the United States Southern District Court of New York, captioned Wilhelm v. SharpSpring, Inc. et al, Civil Action No. 1:21-CV-06804-UA. The action generally alleges failure to adequately disclose material information in violation of Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9. The plaintiff seeks, among other things, equitable relief to enjoin consummation of the Merger, rescission of the Merger and/or rescissory damages, a declaration that the defendants violated Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9, and attorneys’ and experts’ fees and expenses. The Company and the individual defendants all believe that the claims asserted against each of them are without merit and intend to vigorously defend against this lawsuit. On August 12, 2021, a complaint was filed against the Company and certain of its directors in the United States Eastern District Court of Pennsylvania, captioned Page v. SharpSpring, Inc. et al, Civil Action No. 1:21-CV-03606-GAM. The action generally alleges failure to adequately disclose material information in violation of Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9. The plaintiff seeks, among other things, equitable relief to enjoin consummation of the Merger, rescission of the Merger and/or rescissory damages, a declaration that the defendants violated Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9, and attorneys’ and experts’ fees and expenses. The Company and the individual defendants all believe that the claims asserted against each of them are without merit and intend to vigorously defend against this lawsuit. On August 13, 2021, a complaint was filed against the Company and certain of its directors in the United States Southern District Court of New York, captioned Handiazv. SharpSpring, Inc. et al, Civil Action No. 1:21-CV-06816. The action generally alleges failure to adequately disclose material information in violation of Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9. The plaintiff seeks, among other things, equitable relief to enjoin consummation of the Merger, rescission of the Merger and/or rescissory damages, a declaration that the defendants violated Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9, and attorneys’ and experts’ fees and expenses. The Company and the individual defendants all believe that the claims asserted against each of them are without merit and intend to vigorously defend against this lawsuit. Commitments The Company rents our facilities with leases ranging from month-to-month to several years in duration. Most of our service contracts are on a month-to-month basis, however, some contracts and agreements extend out to longer periods. Future minimum lease payments, and payments due under non-cancelable service contracts are as follows as of June 30, 2021: Operating Leases Non-Cancellable Contracts Remainder of 2021 $ 660,799 $ 210,000 2022 1,329,525 472,500 2023 1,369,159 542,500 2024 1,377,086 - 2025 1,416,720 - Thereafter 4,109,161 - Total undiscounted cash flows $ 10,262,450 $ 1,225,000 Less imputed interest remaining (2,155,833 ) Present value of lease liability $ 8,106,617 Sales and Franchise Taxes State, local and foreign jurisdictions have differing rules and regulations governing sales, franchise, use, value added and other taxes. These rules and regulations are subject to varying interpretations that may change over time. In particular, the applicability of such taxes to SaaS products in various jurisdictions is unclear. Further, these jurisdictions’ rules regarding tax nexus vary significantly and are complex. As such, we could face possible tax assessments and audits. A successful assertion, by any of these taxing authorities, that we should be collecting additional sales, use, value added or other taxes in jurisdictions where we have not historically done so and do not accrue for such taxes could result in tax liabilities and related penalties for past sales, discourage customers from purchasing our products or otherwise harm our business and operating results. We continue to evaluate the impact of various tax types which may require future sales, franchise, or other tax payments. The Company evaluated the potential contingent liability with respect to sales tax nexus in accordance with ASC 450 “ Contingencies Defined Contribution Retirement Plan We offer our U.S. employees the ability to participate in a 401(k) plan. Eligible U.S. employees may contribute up to 100% of their eligible compensation, subject to limitations established by the Internal Revenue Code. Historically, the Company contributed a matching contribution equal to 100% of each participant’s contribution up to the first 3% of their annual eligible compensation. The Company temporarily paused matching contributions from May 1, 2020, through March 21, 2021. The Company incurred expense associated with the matching contribution of approximately $0.08 million and $0.03 million for the three months ended June 30, 2021, and 2020, respectively. The Company incurred expense associated with the matching contribution of approximately $0.09 million and $0.12 million for the six months ended June 30, 2021, and 2020, respectively. Employment Agreements The Company has employment agreements with several members of its leadership team and executive officers. Merger Related Expenses On June 21, 2021, the Company entered into an Agreement and Plan of Merger, (“Merger Agreement”), with Constant Contact, Inc., a Delaware corporation, (“Constant Contact”), and Groove Merger Sub, Inc (“MergerSub”), a Delaware corporation and a direct wholly-owned subsidiary of Constant Contact (“the Merger”). Pursuant to the terms of the Merger Agreement, MergerSub will merge with and into SharpSpring and SharpSpring will continue as the surviving corporation and become a wholly-owned subsidiary of Constant Contact. The Merger, subject to final shareholder approval and other closing conditions, will be proposed at a Special Stockholders Meeting to be held on August 25, 2021. Additional details regarding the proposed merger can be found within the Definitive Proxy Statement filed with the SEC on July 30, 2021. SharpSpring does not have any additional contracts with Constant Contact, except those related to Merger Agreement.. In connection with the Merger Agreement, SharpSpring expects to incur certain transaction-related expenses. These costs related to the transaction are expected to total between $9.50 million and $10.0 million, of which approximately $0.27 million has been incurred and expensed in the three and six months end June 30, 2021. Between $9.23 million and $9.73 million of total costs related to the proposed merger may not be payable unless and until the Merger is consummated. In addition, in some circumstances, upon termination of the Merger Agreement, the Company will be required to pay a termination fee of $7.00 million. |
Organization, Basis of Presen_2
Organization, Basis of Presentation, and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Basis of Presentation, and Summary of Significant Accounting Policies (Policies) | |
Organization and Proposed Merger | SharpSpring, Inc. (the “Company”, “we”, “our”, or “us”) provides a cloud-based marketing automation solution and a display retargeting platform through its SharpSpring Marketing Automation and SharpSpring Ads (formerly known as Perfect Audience) products. Our flagship Marketing Automation platform is designed to increase the rates at which businesses generate leads and convert leads to sales opportunities by improving the way businesses communicate with customers and prospects. Our SharpSpring Ads platform empowers marketers to create, manage, and optimize their ad campaigns across thousands of websites. The Company’s products are marketed directly by us and through a small group of reseller partners to customers around the world. On June 21, 2021, the Company entered into an Agreement and Plan of Merger, as it may be amended from time to time in accordance with its terms (the “Merger Agreement”) with Constant Contact, Inc., a Delaware corporation (“Constant Contact”) and Groove Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Constant Contact (“MergerSub”), providing for the merger of MergerSub with and into the Company (the “Merger”) and for the Company to become a wholly-owned subsidiary of Constant Contact. COVID – 19 On January 30, 2020, the World Health Organization declared the coronavirus “COVID-19” outbreak a “Public Health Emergency of International Concern” and on March 11, 2020, declared it to be a pandemic. Actions taken around the world to help mitigate the spread of COVID-19 included restrictions on travel, quarantines, or “stay‑at‑home” restrictions in certain areas and forced closures for certain types of public places and businesses. COVID‑19, and the recently identified variants of COVID-19, and actions taken to mitigate it have had and are expected to continue to have an adverse impact on the economies and financial markets globally, including the geographical areas in which the Company operates. While it is unknown how long these conditions will last and what the complete financial impact will be, the Company continues to closely monitor the impact of the COVID-19 pandemic on all aspects of the business/operations and are unable at this time to predict the continued impact that COVID-19 will have on its business, financial position, and operating results in future periods due to numerous uncertainties. |
Basis of Presentation and Consolidation | The accompanying unaudited consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) applicable to interim periods, under the rules and regulations of the United States Securities and Exchange Commission (“SEC”). In the opinion of Company management, the Company has prepared the accompanying unaudited consolidated financial statements on a basis substantially consistent with the audited consolidated financial statements of the Company as of and for the year ended December 31, 2020, and these consolidated financial statements include all adjustments consisting of only normal recurring adjustments, necessary for a fair statement of the results of the interim periods presented. The Company’s consolidated financial statements include the accounts of SharpSpring, Inc. and its subsidiaries (the “Company”). The Company’s consolidated financial statements reflect the elimination of all significant inter-company accounts and transactions. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for any subsequent quarter or for the entire year ending December 31, 2021. The unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on March 30, 2021. |
Concentration of Credit Risks and Significant Customers | Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. At June 30, 2021, and December 31, 2020, the Company had cash balances at financial institutions that exceed federally insured limits. The Company maintains its cash balances with accredited financial institutions. The Company does not believe it is subject to unusual credit risk beyond normal credit risk associated with commercial banking relationships. Our accounts receivable exposes the Company to credit risk in the event of nonpayment by customers. As of June 30, 2021, two customers had an open accounts receivable balance above 10% of our net accounts receivable balance, which represented 24.1% of the Company’s net accounts receivable balance. As of December 31, 2020, the Company had one customer representing 12.4% of net accounts receivable balance. There were no customers that accounted for more than 10% of Company’s total revenue for any financial period presented. |
Significant Accounting Policies | There were no material changes to the Company’s significant accounting policies disclosed in “Note 2 – Summary of Significant Accounting Policies” of our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on March 30, 2021. |
Operating Segments | The Company operates as one reportable segment with two operating segments. Our operating segments consist of our SharpSpring Marketing Automation segment and SharpSpring Ads Retargeting segment in accordance with Accounting Standards Codification (“ASC”) 280, Segment Reporting |
Recently Issued Accounting Standards | In January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017- 04 , Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes The new accounting guidance also simplifies the accounting for income taxes by (i) requiring an entity to recognize franchise tax that is partially based on income as an income-based tax and account for any incremental amount incurred as a non-income-based tax, (ii) requiring that an entity evaluate when a step up in the tax basis of goodwill should be considered part of the business combination in which the book goodwill was originally recognized and when it should be considered a separate transaction, (iii) specifying that an entity is not required to allocate the consolidated amount of current and deferred tax expense to a legal entity that is not subject to tax in its separate financial statements, (iv) requiring that an entity reflect the effect of an enacted change in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date, and (v) making minor Codification improvements for income taxes related to employee stock ownership plans and investments in qualified affordable housing projects accounted for using the equity method. This standard is effective for fiscal and interim periods beginning after December 15, 2020. We believe the adoption of this standard has not and will not have a material impact on our consolidated financial statements. There are no other new accounting pronouncements that are expected to have a material impact on the Company and all subsidiaries thereof. All intercompany balances and transactions have been eliminated upon consolidation. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Revenue Recognition (Tables) | |
Schedule of Disaggregation of Revenue | Three Months Ended Six Months Ended June 30, June 30, 2021 2020 2021 2020 Revenue by Product: Marketing Automation Revenue $ 7,495,296 $ 6,566,976 $ 14,878,176 $ 12,926,333 Retargeting Revenue 581,490 667,910 1,155,064 1,286,717 Mail + Product Revenue 29,457 36,019 62,233 110,584 Total Revenue $ 8,106,243 $ 7,270,905 $ 16,095,473 $ 14,323,634 Revenue by Type: Recurring Revenue $ 7,283,298 $ 6,319,119 $ 14,434,024 $ 12,449,561 Retargeting Revenue 581,490 667,911 1,155,064 1,286,717 Upfront Fees 241,455 283,875 506,385 587,356 Total Revenue $ 8,106,243 $ 7,270,905 $ 16,095,473 $ 14,323,634 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Property and Equipment | |
Schedule of property and equipment | June 30, December 31, 2021 2020 Property and equipment, gross: Leasehold improvements $ 366,735 $ 313,119 Furniture and fixtures 913,370 913,370 Capitalized software development costs 2,352,235 2,147,934 Computer equipment and other software 1,191,049 1,083,432 Total 4,823,389 4,457,855 Less: Accumulated depreciation (2,962,322 ) (2,268,907 ) Property and equipment, net: $ 1,861,067 $ 2,188,948 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill and Other Intangible Assets | |
Schedule of intangible assets | As of June 30, 2021 Gross Net Carrying Accumulated Carrying Amount Amortization Value Amortized intangible assets: Trade names $ 501,000 $ (183,500 ) $ 317,500 Technology 3,109,000 (1,653,703 ) 1,455,297 Customer relationships 1,320,000 (941,000 ) 379,000 Vendor relationships 1,813,000 (292,044 ) 1,520,956 Unamortized intangible assets: 6,743,000 (3,070,247 ) 3,672,753 Goodwill 10,230,917 Total goodwill and intangible assets $ 13,903,670 As of December 31, 2020 Gross Net Carrying Accumulated Carrying Amount Amortization Value Amortized intangible assets: Trade names $ 501,000 $ (120,000 ) $ 381,000 Technology 3,109,000 (1,513,751 ) 1,595,249 Customer relationships 1,320,000 (892,004 ) 427,996 Vendor relationships 1,813,000 (201,394 ) 1,611,606 Unamortized intangible assets: 6,743,000 (2,727,149 ) 4,015,851 Goodwill 10,250,088 Total goodwill and intangible assets $ 14,265,939 |
Schedule of estimated amortization expense | Remainder of 2021 $ 343,100 2022 634,200 2023 586,200 2024 420,200 2025 390,200 Thereafter 1,298,853 Total $ 3,672,753 |
StockBased Compensation (Tables
StockBased Compensation (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
StockBased Compensation | |
Schedule of fair value assumptions used in valuing stock options | Six Months Ended June 30, 2021 2020 Volatility 58% 52%-56% Risk Free Interest Rate 0.75% - 1.14% 0.37% - 1.66% Expected term 6.25 years 6.25 years |
Schedule of stock option activity | Weighted Weighted Aggregate Number of Average Average Remaining Intrinsic Options Exercise Price Contractual Life Value Outstanding at December 31, 2020 1,383,057 $ 7.60 7.1 $ 12,000,790 Granted 346,610 16.71 Exercised (66,023 ) 7.59 Expired (187 ) 8.76 Forfeited (179,848 ) 10.03 Outstanding at June 30, 2021 1,483,609 $ 9.44 7.1 $ 11,266,117 Exercisable at June 30, 2021 864,140 $ 6.55 5.8 $ 8,935,098 |
Schedule of restricted stock unit activity | Weighted Average Grant Date Number of Fair Value Units Per Share Unvested at December 31, 2020 61,120 $ 15.06 Granted 134,705 17.22 Vested (7,115 ) 12.39 Unvested at June 30, 2021 188,710 $ 16.70 |
Schedule of restricted stock award activity | Weighted Average Grant Date Number of Fair Value Shares Per Share Unvested at December 31, 2020 11,578 $ 9.57 Granted 3,620 18.74 Vested (9,410 ) 13.10 Unvested at June 30, 2021 5,788 $ 9.57 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Net Loss Per Share | |
Schedule of computation of net loss per share | Three Months Ended Six Months Ended June 30, June 30, 2021 2020 2021 2020 Net loss $ (353,775 ) $ (970,384 ) $ (2,937,630 ) $ (1,958,461 ) Basic and diluted weighted average common shares outstanding 12,852,131 11,529,324 12,833,148 11,525,258 Basic and diluted net loss per share $ (0.03 ) $ (0.08 ) $ (0.23 ) $ (0.17 ) |
Schedule of potentially dilutive common stock equivalents | Three and Six Months Ended June 30, 2021 2020 Stock options 1,483,609 1,690,728 Restricted stock units (RSUs) 188,710 78,706 Total 1,672,319 1,769,434 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and contingencies (Note 9) | |
Schedule of Future minimum lease payments | Operating Leases Non-Cancellable Contracts Remainder of 2021 $ 660,799 $ 210,000 2022 1,329,525 472,500 2023 1,369,159 542,500 2024 1,377,086 - 2025 1,416,720 - Thereafter 4,109,161 - Total undiscounted cash flows $ 10,262,450 $ 1,225,000 Less imputed interest remaining (2,155,833 ) Present value of lease liability $ 8,106,617 |
Organization Basis of Presentat
Organization Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Two Customer [Member] | ||
Concentration of credit risk of accounts receivable | 24.10% | |
One Customer [Member] | ||
Concentration of credit risk of accounts receivable | 12.40% |
Revenue Recognition (Details)
Revenue Recognition (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Revenue | $ 8,106,243 | $ 7,270,905 | $ 16,095,473 | $ 14,323,634 |
Revenue by Type [Member] | ||||
Revenue | 8,106,243 | 7,270,905 | 16,095,473 | 14,323,634 |
Marketing Automation Revenue [Member] | ||||
Revenue | 7,495,296 | 6,566,976 | 14,878,176 | 12,926,333 |
Retargeting Revenue [Member] | ||||
Revenue | 581,490 | 667,910 | 1,155,064 | 1,286,717 |
Retargeting Revenue [Member] | Revenue by Type [Member] | ||||
Revenue | 581,490 | 667,911 | 1,155,064 | 1,286,717 |
Mail + Product Revenue [Member] | ||||
Revenue | 29,457 | 36,019 | 62,233 | 110,584 |
Revenue by Product [Member] | ||||
Revenue | 8,106,243 | 7,270,905 | 16,095,473 | 14,323,634 |
Recurring Revenue [Member] | ||||
Revenue | 7,283,298 | 6,319,119 | 14,434,024 | 12,449,561 |
Upfront Fees [Member] | ||||
Revenue | $ 241,455 | $ 283,875 | $ 506,385 | $ 587,356 |
Revenue Recognition (Details Na
Revenue Recognition (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | |
Unbilled receivables | $ 1,265,527 | $ 1,265,527 | $ 1,248,060 | |||||
Unbilled receivables increased | (27,704) | $ (133,315) | ||||||
Amortization of costs to acquire contracts | 407,282 | 404,767 | ||||||
Deferred revenue | 862,767 | 862,767 | 845,265 | |||||
Deferred Revenue [Member] | ||||||||
Deferred revenue | $ 950,000 | 850,000 | $ 770,000 | $ 860,000 | ||||
Change in deferred revenue | 90,000 | $ 110,000 | 10,000 | 200,000 | ||||
Deferred revenue contract liability | 860,000 | 660,000 | 860,000 | 660,000 | ||||
Capitalized Contract Cost [Member] | ||||||||
Other assets | 630,000 | 630,000 | 690,000 | |||||
Amortization of costs to acquire contracts | 200,000 | 200,000 | 400,000 | 410,000 | ||||
Net carrying value | 1,180,000 | $ 1,180,000 | 1,270,000 | |||||
Estimated weighted average life | 3 years | |||||||
Long-term assets | 550,000 | $ 550,000 | 580,000 | |||||
Unbilled receivables [Member] | ||||||||
Unbilled receivables | $ 1,270,000 | 1,130,000 | 1,270,000 | 1,130,000 | $ 1,260,000 | $ 1,250,000 | $ 1,090,000 | $ 1,000,000 |
Unbilled receivables increased | $ 40,000 | $ 20,000 | $ 130,000 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Property and equipment, gross | $ 4,823,389 | $ 4,457,855 |
Less: accumulated depreciation and amortization | (2,962,322) | (2,268,907) |
Property and equipment, net | 1,861,067 | 2,188,948 |
Leasehold Improvements [Member] | ||
Property and equipment, gross | 366,735 | 313,119 |
Furniture and Fixtures [Member] | ||
Property and equipment, gross | 913,370 | 913,370 |
Capitalized software development costs [Member] | ||
Property and equipment, gross | 2,352,235 | 2,147,934 |
Computer Equipment and Software [Member] | ||
Property and equipment, gross | $ 1,191,049 | $ 1,083,432 |
Property and Equipment (Detai_2
Property and Equipment (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Property and Equipment | ||||
Depreciation expense | $ 430 | $ 230 | $ 700 | $ 440 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Intangible assets, gross | $ 6,743,000 | $ 6,743,000 |
Accumulated amortization | (3,070,247) | (2,727,149) |
Intangible assets, net | 3,672,753 | 4,015,851 |
Goodwill | 10,230,917 | 10,250,088 |
Total goodwill and intangible assets | 13,903,670 | 14,265,939 |
Trade Name [Member] | ||
Intangible assets, gross | 501,000 | 501,000 |
Accumulated amortization | (183,500) | (120,000) |
Intangible assets, net | 317,500 | 381,000 |
Technology [Member] | ||
Intangible assets, gross | 3,109,000 | 3,109,000 |
Accumulated amortization | (1,653,703) | (1,513,751) |
Intangible assets, net | 1,455,297 | 1,595,249 |
Customer Relationships | ||
Intangible assets, gross | 1,320,000 | 1,320,000 |
Accumulated amortization | (941,000) | (892,004) |
Intangible assets, net | 379,000 | 427,996 |
Vendor Relationships [Member] | ||
Intangible assets, gross | 1,813,000 | 1,813,000 |
Accumulated amortization | (292,044) | (201,394) |
Intangible assets, net | $ 1,520,956 | $ 1,611,606 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets (Details 1) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Goodwill and Other Intangible Assets | ||
Remainder of 2021 | $ 343,100 | |
2022 | 634,200 | |
2023 | 586,200 | |
2024 | 420,200 | |
2025 | 390,200 | |
Thereafter | 1,298,853 | |
Total | $ 3,672,753 | $ 4,015,851 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Goodwill and Other Intangible Assets | ||||
Amortization expense | $ 17 | $ 18 | $ 34 | $ 34 |
Finite-lived intangible assets useful lives | 3 years |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) | Mar. 11, 2021 | Apr. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Mar. 31, 2016 |
Line of credit outstanding | $ 1,900,000 | $ 1,900,000 | $ 1,900,000 | |||||
Other income | (21,354) | $ (2,777) | (14,519) | $ (59,556) | ||||
SBA Loan [Member] | ||||||||
Other income | $ 17,000 | |||||||
Total loan | 327,000 | 327,000 | ||||||
Interest expense | 100 | 2,000 | 1,000 | 1,000 | ||||
Sba loan audit | $ 2,000 | $ 2,000 | ||||||
Proceeds from loan | $ 34,000 | |||||||
Loan Interest rate | 1.00% | |||||||
Maturity period | 2 years | 7 years | ||||||
Revolving Loan Agreement [Member] | ||||||||
Loan interest rate | 5.00% | 5.00% | ||||||
Line of credit | $ 250,000 | |||||||
Interest expense relating to Credit Facility | $ 2,000 | $ 3,000 | $ 5,000 | $ 3,000 | ||||
Line of credit outstanding | $ 1,900,000 | $ 1,900,000 | ||||||
Percentage of secured pledge of capital stock | 100.00% | 100.00% | ||||||
Percentage of pledge of foreign subsidiaries stock | 65.00% | 65.00% |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Mar. 27, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Income tax expense (benefit) | $ 40,000,000 | $ 570,000,000 | $ 100 | $ 15,100 | |||
Valuation allowance | $ 10,100,000 | $ 10,100,000 | $ 8,900,000 | ||||
Effective tax rate | (0.40%) | 43.50% | |||||
CARES Act [Member] | |||||||
Income tax expense (benefit) | $ 160,000 | ||||||
Operating loss carry forward, maximum term | 5 years |
StockBased Compensation (Detail
StockBased Compensation (Details) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Volatility | 58.00% | |
Expected term | 6 years 3 months | 6 years 3 months |
Minimum [Member] | ||
Volatility | 52.00% | |
Risk-free interest rate | 0.75% | 0.37% |
Maximum [Member] | ||
Volatility | 56.00% | |
Risk-free interest rate | 1.14% | 1.66% |
StockBased Compensation (Deta_2
StockBased Compensation (Details 1) | 6 Months Ended |
Jun. 30, 2021USD ($)$ / sharesshares | |
StockBased Compensation | |
Number of options outstanding, beginning | shares | 1,383,057 |
Number of options granted | shares | 346,610 |
Number of options exercised | shares | (66,023) |
Number of options expired | shares | (187) |
Number of options forfeited | shares | (179,848) |
Number of options outstanding, ending | shares | 1,483,609 |
Number of options exercisable | shares | 864,140 |
Weighted average exercise price outstanding, beginning | $ / shares | $ 7.60 |
Weighted average exercise price granted | $ / shares | 16.71 |
Weighted average exercise price exercised | $ / shares | 7.59 |
Weighted average exercise price expired | $ / shares | 8.76 |
Weighted average exercise price forfeited | $ / shares | 10.03 |
Weighted average exercise price outstanding, ending | $ / shares | 9.44 |
Weighted average exercise price exercisable | $ / shares | $ 6.55 |
Weighted average remaining contractual life outstanding, beginning | 7 years 1 month 6 days |
Weighted average remaining contractual life outstanding, ending | 7 years 1 month 6 days |
Weighted average remaining contractual life exercisable | 5 years 9 months 18 days |
Aggregate intrinsic value, beginning | $ | $ 12,000,790 |
Aggregate intrinsic value, ending | $ | 11,266,117 |
Aggregate intrinsic value, exercisable | $ | $ 8,935,098 |
StockBased Compensation (Deta_3
StockBased Compensation (Details 2) - Restricted Stock Units Awards [Member] | 6 Months Ended |
Jun. 30, 2021$ / sharesshares | |
Number of unvested units, beginning | shares | 61,120 |
Number of unvested units granted | shares | 134,705 |
Number of unvested units vested | shares | (7,115) |
Number of unvested units, ending | shares | 188,710 |
Weighted average grant date fair value, beginning | $ / shares | $ 15.06 |
Weighted average grant date fair value granted | $ / shares | 17.22 |
Weighted average grant date fair value vested | $ / shares | 12.39 |
Weighted average grant date fair value, ending | $ / shares | $ 16.70 |
StockBased Compensation (Deta_4
StockBased Compensation (Details 3) - Stock Options [Member] | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Number of unvested units, beginning | shares | 11,578 |
Number of unvested units granted | shares | 3,620 |
Number of unvested units vested | shares | (9,410) |
Number of unvested units, ending | shares | 5,788 |
Weighted average grant date fair value, beginning | $ / shares | $ 9.57 |
Weighted average grant date fair value granted | $ / shares | 18.74 |
Weighted average grant date fair value vested | $ / shares | 13.10 |
Weighted average grant date fair value, ending | $ / shares | $ 9.57 |
StockBased Compensation (Deta_5
StockBased Compensation (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Aug. 17, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Apr. 30, 2019 | Nov. 30, 2010 | |
Weighted average remaining vesting period | 3 years 1 month 20 days | ||||||
Restricted Stock Units | 125,000 | 35,875 | |||||
Stock options awars, maximum contractual term | 5 years 9 months 18 days | ||||||
Expenses | $ 270,000 | $ 270,000 | |||||
Maximum [Member] | |||||||
Expenses | $ 10,000,000 | ||||||
Restricted Stock Units (RSUs) [Member] | |||||||
Vesting award percentage | 33.00% | ||||||
Stock based compensation | 170,000 | $ 70,000 | $ 260,000 | $ 190,000 | |||
Unrecognized stock expense | $ 2,420,000 | ||||||
Common stock shares issued | 125,000 | 35,875 | |||||
Weighted average remaining vesting period | 2 years 10 months 13 days | ||||||
Stock Option [Member] | |||||||
Stock based compensation | $ 350,000 | $ 260,000 | |||||
Total intrinsic value of stock options exercised | 350,000 | 20,000 | 550,000 | 20,000 | |||
Marietta Davis [Member] | |||||||
Expenses | 170,000 | ||||||
Common stock shares issued | 8,479 | ||||||
Restricted Stock Units Awards [Member] | |||||||
Stock based compensation | $ 60,000 | $ 50,000 | 60,000 | $ 50,000 | |||
Unrecognized stock expense | $ 40,000 | ||||||
Common stock shares issued | 3,620 | 23,839 | 3,620 | 7,504 | |||
Weighted average remaining vesting period | 75 years | ||||||
Recognized expense associated with stock awards | $ 110,000 | $ 90,000 | |||||
Stock Awards [Member] | |||||||
Weighted average remaining vesting period | 3 years 1 month 21 days | ||||||
Stock based compensation | $ 350,000 | $ 260,000 | $ 600,000 | $ 470,000 | |||
Unrecognized stock expense | $ 3,470,000 | ||||||
2010 and 2019 Stock Incentive Plan [Member] | |||||||
Weighted average remaining vesting period | 4 years | ||||||
Stock options awars, maximum contractual term | 10 years | ||||||
Common stock shares reserved for future issuance | 0 | 0 | 2,600,000 | ||||
Limit of exercise price | 100.00% | ||||||
Vesting award percentage | 25.00% | ||||||
Weighted average grant date fair value of stock options granted | $ 9.13 | $ 5.12 | |||||
2019 Plan [Member] | Maximum [Member] | |||||||
Common stock to be granted, shares | 1,275,000 |
Net Loss Per Share (Details)
Net Loss Per Share (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Net Loss Per Share | ||||
Net loss | $ (353,775) | $ (970,384) | $ (2,937,630) | $ (1,958,461) |
Basic and diluted weighted average common shares outstanding | 12,852,131 | 11,529,324 | 12,833,148 | 11,525,258 |
Basic and diluted net loss per share | $ (0.03) | $ (0.08) | $ (0.23) | $ (0.17) |
Net Loss Per Share (Details 1)
Net Loss Per Share (Details 1) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Antidilutive securities | 1,672,319 | 1,769,434 | 1,672,319 | 1,769,434 |
Restricted Stock Units (RSUs) [Member] | ||||
Antidilutive securities | 188,710 | 78,706 | 188,710 | 78,706 |
Stock Option [Member] | ||||
Antidilutive securities | 1,483,609 | 1,690,728 | 1,483,609 | 1,690,728 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) | Jun. 30, 2021USD ($) |
Operating Leases [Member] | |
Remainder of 2021 | $ 660,799 |
2022 | 1,329,525 |
2023 | 1,369,159 |
2024 | 1,377,086 |
2025 | 1,416,720 |
Thereafter | 4,109,161 |
Total undiscounted cash flows | 10,262,450 |
Less imputed interest remaining | (2,155,833) |
Present value of lease liability | 8,106,617 |
Non Cancellable Contracts [Member] | |
Remainder of 2021 | 210,000 |
2022 | 472,500 |
2023 | 542,500 |
2024 | 0 |
2025 | 0 |
Thereafter | 0 |
Total undiscounted cash flows | $ 1,225,000 |
Commitments and Contingencies_3
Commitments and Contingencies (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Expense associated with matching contribution | $ 80,000 | $ 30,000 | $ 90,000 | $ 120,000 | |
Transaction-related expenses | 270,000 | $ 270,000 | |||
Defined contribution retirement plan, description | We offer our U.S. employees the ability to participate in a 401(k) plan. Eligible U.S. employees may contribute up to 100% of their eligible compensation, subject to limitations established by the Internal Revenue Code. Historically, the Company contributed a matching contribution equal to 100% of each participant’s | ||||
Termination fee | $ 7,000,000 | ||||
Sales tax contingent liability | 360,000 | 360,000 | $ 280,000 | ||
Minimum [Member] | |||||
Transaction-related expenses | 9,500,000 | ||||
Sales tax contingent liability | 200,000 | 200,000 | |||
Total costs related to proposed merger | 9,230,000 | ||||
Maximum [Member] | |||||
Transaction-related expenses | 10,000,000 | ||||
Sales tax contingent liability | $ 630,000 | 630,000 | |||
Total costs related to proposed merger | $ 9,730,000 |