Pretoria - SuperSport United coach Stuart Baxter conceded they were second best in the 3-1 loss to Mamelodi Sundowns in the MTN8 quarter-final on Sunday.
Matsatsantsa were dumped out of the competition at Loftus Versveld after goals from Wayne Arendse, Sibusiso Vilakazi, and Khama Billiat.
Kingston Nkatha had equalized for Matsatsantsa before the interval, but the Brazilians pulled away in the second half.
"We didn't really have an attacking threat and we didn't keep our shape after that and we opened the field up for Sundowns, who kept the ball for fun," Baxter said after the game.
"We did nothing to stem the flow because we did not cut their space, which meant that the third goal was always going to come. I was optimistic for about an hour, then after that I was hoping and then after that I was suffering.
"Our defence needs to be worked on but we need to have an attacking threat. And if we don't get that attacking threat then we allow the opponents to get on the front foot."