chbase(BASE) - 2026 Q2 - Quarterly Report

Part I. Financial Information Details the company's unaudited financial statements, management's analysis, and market risk disclosures Item 1. Financial Statements (unaudited) This section presents the unaudited condensed consolidated financial statements and accompanying notes for the period Condensed Consolidated Balance Sheets Summarizes the company's assets, liabilities, and stockholders' equity at specific points in time Key Balance Sheet Metrics | Metric (in thousands) | July 31, 2025 | January 31, 2025 | | :-------------------- | :------------ | :--------------- | | Total Assets | $250,434 | $260,598 | | Total Liabilities | $126,425 | $132,982 | | Total Stockholders' Equity | $124,009 | $127,616 | Condensed Consolidated Statements of Operations Reports the company's revenues, expenses, and net loss over specific periods Key Operational Metrics | Metric (in thousands) | Three Months Ended July 31, 2025 | Three Months Ended July 31, 2024 | Six Months Ended July 31, 2025 | Six Months Ended July 31, 2024 | | :-------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Total Revenue | $57,566 | $51,589 | $114,089 | $102,916 | | Net Loss | $(23,786) | $(19,895) | $(41,465) | $(40,890) | | Net Loss Per Share | $(0.43) | $(0.39) | $(0.77) | $(0.81) | - Total revenue increased by 12% for the three months and 11% for the six months ended July 31, 2025, compared to the respective prior periods[23] - Net loss increased for both the three-month and six-month periods ended July 31, 2025, compared to the prior year, indicating higher losses[23] Condensed Consolidated Statements of Comprehensive Loss Details the net loss and other comprehensive loss items for the reported periods Comprehensive Loss Summary | Metric (in thousands) | Three Months Ended July 31, 2025 | Three Months Ended July 31, 2024 | Six Months Ended July 31, 2025 | Six Months Ended July 31, 2024 | | :-------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net loss | $(23,786) | $(19,895) | $(41,465) | $(40,890) | | Total comprehensive loss | $(23,988) | $(19,653) | $(41,583) | $(40,919) | Condensed Consolidated Statements of Stockholders' Equity Outlines the changes in stockholders' equity between reporting periods Key Stockholders' Equity Components | Metric (in thousands) | As of July 31, 2025 | As of January 31, 2025 | | :-------------------- | :------------------ | :--------------------- | | Additional Paid-In Capital | $730,788 | $692,812 | | Accumulated Deficit | $(606,777) | $(565,312) | | Total Stockholders' Equity | $124,009 | $127,616 | - The accumulated deficit increased significantly from January 31, 2025, to July 31, 2025, reflecting ongoing net losses[28][30] Condensed Consolidated Statements of Cash Flows Summarizes cash movements from operating, investing, and financing activities Cash Flow Summary | Cash Flow Activity (in thousands) | Six Months Ended July 31, 2025 | Six Months Ended July 31, 2024 | | :-------------------------------- | :----------------------------- | :----------------------------- | | Net cash used in operating activities | $(10,252) | $(3,291) | | Net cash provided by investing activities | $13,230 | $18,277 | | Net cash provided by financing activities | $10,278 | $5,931 | | Cash, cash equivalents and restricted cash (End of period) | $44,110 | $62,607 | - Cash used in operating activities increased significantly in the first six months of 2025 compared to 2024, indicating higher operational cash burn[33] - Cash provided by financing activities increased, primarily due to proceeds from stock option exercises and ESPP issuances[33] Notes to Condensed Consolidated Financial Statements Provides detailed explanations of the company's accounting policies and financial statement components 1. Description of Business Describes the company's core business, platform offerings, and recent merger agreement - Couchbase, Inc provides a unified, AI-ready solution on a single purpose-built platform for intelligent applications across cloud, on-premises, and edge environments[36] - The company entered into a Merger Agreement on June 20, 2025, with Cascade Parent Inc (an affiliate of Haveli Investments, L.P.)[37] - Each outstanding share of common stock will be converted into the right to receive $24.50 in cash upon the merger's effective time, which is expected to close by the end of calendar year 2025, subject to stockholder and regulatory approval[38][39][40] 2. Basis of Presentation and Summary of Significant Accounting Policies Outlines the accounting principles and policies used in preparing the financial statements - The financial statements are unaudited and prepared in accordance with GAAP and SEC interim reporting rules, with a fiscal year ending January 31[42][44] - The company operates as a single operating and reportable segment, with the CEO as the chief operating decision maker[47] - ASU No 2023-07, 'Segment Reporting,' was adopted retrospectively for fiscal year ended January 31, 2025, expanding segment disclosures[52][53] - New accounting pronouncements not yet adopted include ASU No 2023-09 (Income Taxes), ASU No 2024-03 (Expense Disaggregation Disclosures), and ASU No 2025-05 (Credit Losses for Accounts Receivable), with evaluations ongoing for material impact[54][55][56] 3. Cash Equivalents and Short-Term Investments Details the composition and fair value of cash equivalents and short-term investments Investment Portfolio Summary | Category (in thousands) | Amortized Cost (July 31, 2025) | Estimated Fair Value (July 31, 2025) | | :---------------------- | :----------------------------- | :----------------------------------- | | Money market funds | $27,024 | $27,024 | | U.S. government treasury securities | $74,368 | $74,375 | | Corporate debt securities | $23,746 | $23,737 | | Total | $125,138 | $125,136 | - As of July 31, 2025, short-term investments included $82.2 million due within one year and $15.9 million due after one year through two years[59] - The company had 14 short-term investments in an unrealized loss position totaling $37k as of July 31, 2025, which were determined not to be credit-related[60] 4. Fair Value Measurements Explains the methodology for measuring financial assets and liabilities at fair value - Fair value measurements are categorized into a three-tiered hierarchy: Level 1 for quoted prices in active markets, Level 2 for observable inputs other than Level 1 prices, and Level 3 for unobservable inputs[62][64] Fair Value Hierarchy | Category (in thousands) | Level 1 (July 31, 2025) | Level 2 (July 31, 2025) | Total (July 31, 2025) | | :---------------------- | :---------------------- | :---------------------- | :-------------------- | | Money market funds | $27,024 | $— | $27,024 | | U.S. government treasury securities | $— | $74,375 | $74,375 | | Corporate debt securities | $— | $23,737 | $23,737 | | Total | $27,024 | $98,112 | $125,136 | 5. Balance Sheet Components Provides a detailed breakdown of selected balance sheet accounts Selected Balance Sheet Data | Metric (in thousands) | July 31, 2025 | January 31, 2025 | | :-------------------- | :------------ | :--------------- | | Prepaid expenses and other current assets | $9,493 | $15,206 | | Property and equipment, net | $11,110 | $7,214 | | Accrued compensation and benefits | $16,605 | $21,091 | | Other accrued liabilities | $8,095 | $8,443 | - Property and equipment, net, increased by $3,896k from January 31, 2025, to July 31, 2025[66] - Accrued compensation and benefits decreased by $4,486k, primarily due to the timing of bonus and commission payments[67] 6. Deferred Revenue and Remaining Performance Obligations Discloses information on deferred revenue balances and future revenue commitments - Deferred revenue decreased from $96.9 million as of January 31, 2025, to $89.0 million as of July 31, 2025[69] - Approximately 62% of the total revenue recognized during the six months ended July 31, 2025, originated from deferred revenue at the beginning of the period[69] - Remaining performance obligations (RPOs) totaled $270.7 million as of July 31, 2025, with $160.3 million expected to be recognized as revenue over the next 12 months[71] 7. Debt Describes the company's credit facilities and debt obligations - As of July 31, 2025, the company had no outstanding debt under its $25.0 million Credit Facility with MUFG Bank, Ltd[72] - Outstanding letters of credit totaled $0.9 million against the Credit Facility's sublimit[72] - The company was in compliance with all financial covenants of the Credit Facility as of July 31, 2025[73] 8. Leases Details the company's lease costs, liabilities, and related terms Lease Costs | Lease Cost (in thousands) | Three Months Ended July 31, 2025 | Three Months Ended July 31, 2024 | Six Months Ended July 31, 2025 | Six Months Ended July 31, 2024 | | :------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Operating lease costs | $584 | $765 | $1,304 | $1,530 | | Variable lease costs | $127 | $164 | $626 | $321 | | Short-term lease costs | $104 | $125 | $237 | $248 | - The weighted-average remaining lease term for operating leases was 5.7 years as of July 31, 2025, with a weighted-average discount rate of 7.5%[75] Remaining Lease Liabilities | Remaining Maturities of Operating Lease Liabilities (in thousands) | Amount | | :------------------------------------------------- | :----- | | Total lease payments | $10,791 | | Less: imputed interest | $(2,607) | | Total | $8,184 | 9. Commitments and Contingencies Outlines contractual commitments and potential liabilities from legal proceedings - Other contractual commitments include third-party cloud infrastructure agreements and subscription arrangements[76] - Two complaints were filed on August 14, 2025, alleging the Proxy Statement for the proposed Merger is materially incomplete and asserting claims for negligent misrepresentation, concealment, and negligence[78] - The company believes the merger-related complaints are without merit and cannot reasonably estimate any possible financial loss at this stage[79] 10. Stockholders' Equity and Employee Incentive Plans Provides details on common stock, equity plans, and stock-based compensation expense - As of July 31, 2025, 55,248,577 shares of common stock were issued and outstanding[21] - Total shares reserved for future issuance under various plans (stock options, RSUs, ESPP, warrants) amounted to 15,784,542 as of July 31, 2025[83] Stock-Based Compensation Expense | Stock-Based Compensation Expense (in thousands) | Three Months Ended July 31, 2025 | Three Months Ended July 31, 2024 | Six Months Ended July 31, 2025 | Six Months Ended July 31, 2024 | | :---------------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Total stock-based compensation expense | $14,099 | $16,156 | $27,483 | $30,783 | 11. Income Taxes Explains the components of income tax expense and the status of deferred tax assets - Income tax expense for the six months ended July 31, 2025, was $871k, primarily from foreign jurisdictions[99] - A full valuation allowance is maintained on U.S. domestic deferred tax assets due to historical losses[99] - The recently enacted One Big Beautiful Bill Act (OBBBA) tax reform is not expected to have a material effect on the condensed consolidated financial statements[100] 12. Geographic Information Breaks down revenue and long-lived assets by geographic region Revenue by Geography | Geographic Area | Six Months Ended July 31, 2025 (in thousands) | Six Months Ended July 31, 2024 (in thousands) | | :---------------- | :-------------------------------------------- | :-------------------------------------------- | | United States | $76,128 | $68,684 | | International | $37,961 | $34,232 | | Total | $114,089 | $102,916 | - The majority of the company's long-lived assets are located in the United States, with one foreign country accounting for 56% of right-of-use assets[102] 13. Net Loss per Share Presents the calculation of basic and diluted net loss per share Net Loss Per Share Calculation | Metric (in thousands, except per share data) | Six Months Ended July 31, 2025 | Six Months Ended July 31, 2024 | | :------------------------------------------- | :----------------------------- | :----------------------------- | | Net loss | $(41,465) | $(40,890) | | Weighted-average shares | 54,185 | 50,311 | | Net loss per share, basic and diluted | $(0.77) | $(0.81) | - Potentially dilutive securities, including stock options, RSUs, ESPP rights, and common stock warrants, were excluded from diluted net loss per share calculation as their inclusion would have been anti-dilutive[105] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Provides management's perspective on financial performance, business trends, and liquidity Overview Summarizes the company's business focus, recent performance, and the pending merger agreement - Couchbase is positioned as a developer data platform for critical AI-driven applications, offering a unified, AI-ready solution across cloud, on-premises, and edge environments[108][111] Key Performance Metrics | Metric (in millions) | Six Months Ended July 31, 2025 | Six Months Ended July 31, 2024 | | :------------------- | :----------------------------- | :----------------------------- | | Revenue | $114.1 | $102.9 | | ARR | $260.5 | $214.0 | - The company's revenue grew by 12% and Annual Recurring Revenue (ARR) grew by 22% period-over-period for the six months ended July 31, 2025[114] - Couchbase entered into a Merger Agreement with Haveli Investments, L.P. on June 20, 2025[115] Our Business Model Explains the company's revenue streams and go-to-market strategy - Subscription revenue accounts for 97% of total revenue for the six months ended July 31, 2025, primarily from term-based software licenses and consumption-based DBaaS[116][117] - Services revenue, derived from professional services and training, constituted 3% of total revenue for the six months ended July 31, 2025[119] - The go-to-market strategy includes direct sales to large enterprises ('sell-to') and targeting application developers ('buy-from'), complemented by a growing partner ecosystem[120][121][122] Impact of Macroeconomic Conditions Discusses the effects of the current economic environment on business operations - Current macroeconomic conditions have led to longer deal cycles, increased budget scrutiny, slower product migrations, and smaller purchase increments from customers[124] - The duration and extent of these macroeconomic effects on the company's business and financial results remain highly uncertain[125] Factors Affecting Our Performance Identifies key drivers of business performance, including customer acquisition and expansion - Key performance drivers include acquiring new customers, particularly through Couchbase Capella, and expanding within existing customers[126][127] - The company has demonstrated successful expansion, with a dollar-based net retention rate exceeding 115% in six of the past eight quarters[127] - Continued investment in product offerings, personnel, geographic presence, and infrastructure is expected to drive future growth[129] Key Business Metrics Presents key operational metrics such as Annual Recurring Revenue (ARR) and customer counts Annual Recurring Revenue (ARR) | Metric (in millions) | As of July 31, 2025 | As of July 31, 2024 | | :------------------- | :------------------ | :------------------ | | Capella ARR | $48.7 | $28.9 | | Total ARR | $260.5 | $214.0 | Customer Counts | Metric | As of July 31, 2025 | As of July 31, 2024 | | :---------------- | :------------------ | :------------------ | | Capella Customers | 326 | 273 | | Total Customers | 952 | 869 | - Total ARR grew by 22% year-over-year, and Capella ARR saw a significant increase, reflecting strong growth in the DBaaS offering[132] Non-GAAP Financial Measures Defines and reconciles non-GAAP financial measures to their GAAP counterparts - Non-GAAP financial measures exclude stock-based compensation, employer taxes on employee stock transactions, restructuring charges, and other specific items[136] Non-GAAP Performance Summary | Non-GAAP Metric (in thousands) | Six Months Ended July 31, 2025 | Six Months Ended July 31, 2024 | | :----------------------------- | :----------------------------- | :----------------------------- | | Non-GAAP gross profit | $100,887 | $91,686 | | Non-GAAP gross margin | 88.4% | 89.1% | | Non-GAAP operating loss | $(6,827) | $(10,798) | | Non-GAAP operating margin | (6)% | (10)% | | Non-GAAP net loss | $(4,045) | $(8,100) | | Non-GAAP net loss per share | $(0.07) | $(0.16) | | Free cash flow | $(15,961) | $(5,353) | - Non-GAAP operating loss and net loss improved for the six months ended July 31, 2025, compared to the prior year, while free cash flow became more negative[140][142][144] Components of Results of Operations Describes the primary components of the company's revenue and expenses - Revenue is primarily derived from subscription sales (term-based software licenses and consumption-based DBaaS) and services[145][146] - Cost of subscription revenue includes personnel, software, third-party cloud infrastructure, and amortization, expected to increase with subscription revenue growth[148] - Gross margin is expected to decline over time as revenue from the DBaaS offering increases as a percentage of total revenue[150] - Operating expenses are expected to increase in absolute dollars due to continued investment in growth, but decrease as a percentage of revenue over the long term[152][153][154] - Business development activities expenses primarily consist of legal and professional service fees related to corporate development strategies, including the proposed acquisition by Haveli[155] Results of Operations Provides a detailed comparative analysis of operating results for the reported periods Revenue Breakdown | Revenue (in thousands) | Three Months Ended July 31, 2025 | Three Months Ended July 31, 2024 | Six Months Ended July 31, 2025 | Six Months Ended July 31, 2024 | | :--------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | License | $5,065 | $5,242 | $14,073 | $12,101 | | Support and other | $50,303 | $44,051 | $96,138 | $86,230 | | Total subscription revenue | $55,368 | $49,293 | $110,211 | $98,331 | | Services | $2,198 | $2,296 | $3,878 | $4,585 | | Total revenue | $57,566 | $51,589 | $114,089 | $102,916 | - Total subscription revenue increased by 12% for both the three and six months ended July 31, 2025, primarily driven by growth from existing customers[162][163] - Cost of subscription revenue increased by 33% and 35% for the three and six months ended July 31, 2025, respectively, mainly due to higher computing infrastructure costs for Couchbase Capella[167][168] - Gross margin decreased slightly to 87.2% (3 months) and 87.6% (6 months) in 2025, primarily due to changes in revenue mix and higher DBaaS costs[170] - Business development activities expenses significantly increased to $7.8 million (3 months) and $8.5 million (6 months) in 2025, driven by fees related to corporate development[179] Liquidity and Capital Resources Assesses the company's cash position, cash flows, and capital requirements - As of July 31, 2025, the company had an accumulated deficit of $606.8 million and $142.2 million in cash, cash equivalents, and short-term investments[184][185] - Management believes existing cash and available borrowing capacity will be sufficient for the next 12 months, despite expected continued losses[185] - Remaining performance obligations totaled $270.7 million as of July 31, 2025, with $160.3 million expected to be recognized over the next 12 months[187] Cash Flow Summary | Cash Flow Activity (in thousands) | Six Months Ended July 31, 2025 | Six Months Ended July 31, 2024 | | :-------------------------------- | :----------------------------- | :----------------------------- | | Net cash used in operating activities | $(10,252) | $(3,291) | | Net cash provided by investing activities | $13,230 | $18,277 | | Net cash provided by financing activities | $10,278 | $5,931 | - Cash used in operating activities increased significantly in 2025 due to net loss, increased deferred commissions, and decreased deferred revenue[189] - No material changes in contractual obligations and commitments have occurred since January 31, 2025, outside the ordinary course of business[196] Item 3. Quantitative and Qualitative Disclosures About Market Risk Outlines the company's exposure to interest rate and foreign currency exchange risks - The company's primary market risk exposures are fluctuations in interest rates and foreign currency exchange rates[200] - Due to the short-term nature of its investment portfolio, an immediate 10% change in interest rates is not expected to materially affect results[201] - The company does not currently engage in foreign currency hedging, and a hypothetical 10% change in the U.S. Dollar's value is not expected to have a material impact[203][204] Item 4. Controls and Procedures Reports on the effectiveness of the company's disclosure controls and internal financial reporting controls - The Chief Executive Officer and Interim Chief Financial Officer concluded that disclosure controls and procedures were effective at the reasonable assurance level as of July 31, 2025[206] - No changes in internal control over financial reporting materially affected, or are reasonably likely to materially affect, internal control during the quarter[207] - Management acknowledges the inherent limitations of control systems, which provide reasonable, not absolute, assurance against errors and fraud[208] Part II. Other Information Contains other required disclosures, including legal proceedings, risk factors, and exhibits Item 1. Legal Proceedings Discloses details of pending legal matters, including merger-related litigation - The company is a party to various legal matters and threatened claims in the normal course of business[210] - Two complaints were filed on August 14, 2025, alleging the Proxy Statement for the Merger is materially incomplete and asserting claims for negligent misrepresentation, concealment, and negligence[211] - The defendants believe the merger-related complaints are without merit and deny the allegations, stating they cannot reasonably estimate the amount of any possible financial loss[211] Item 1A. Risk Factors Outlines significant risks that could adversely affect the company's business and financial results Risks Related to the Pending Merger Details risks associated with the successful completion and consequences of the pending merger - The pendency of the merger could adversely affect business operations, and failure to complete the merger could harm financial condition and stock price[214] - Risks include failure to obtain stockholder approval or regulatory clearances, and the possibility of a Company Material Adverse Effect preventing closing[215] - If the merger is not completed, consequences could include a decrease in stock price, adverse impact on customer/partner relationships, and the requirement to pay a termination fee[216][218] - Litigation related to the merger could be costly, time-consuming, divert management's attention, and potentially prevent or delay the merger's consummation[220] Risks Related to Our Industry and Business Covers risks from competition, innovation, economic conditions, and operational challenges - The company has a history of net losses, with an accumulated deficit of $606.8 million as of July 31, 2025, and expects to continue incurring losses[222] - The market is highly competitive and evolving, with competition from legacy database providers, NoSQL offerings, and cloud infrastructure providers[226][227] - Failure to innovate in response to changing customer needs, new technologies, or market requirements could harm the business[236] - Real or perceived errors, failures, or bugs in products could adversely affect growth prospects, business, and financial results[253][254][255] - International operations expose the company to additional costs and risks, including differing regulations, currency fluctuations, and geopolitical instability[257][258][259] - The use of AI in products and services, combined with an evolving regulatory environment, may result in reputational harm or liability[276][277] - Economic downturns can lead to longer deal cycles, increased budget scrutiny, and reduced customer spending on IT offerings[278][279][280] Risks Related to Our Dependence on Third Parties Discusses risks associated with reliance on partners and third-party service providers - The company's success depends on maintaining successful relationships with partners (e.g, CSPs, resellers); failure to do so could harm business[284][285] - Reliance on third-party service providers for cloud hosting and other systems means any disruptions could harm business operations[286] - Publicly referenced estimates and information from third-party sources are not independently verified, and any inaccuracies could harm the company's reputation[287][288] Risks Related to Our Open Source and Intellectual Property Outlines risks concerning the use of open source software and protection of IP rights - The use of third-party open source software could lead to vulnerabilities, litigation, and competitive disadvantages[290][291][293][294] - The distribution and licensing model may negatively affect the ability to monetize and protect intellectual property rights[295][296] - Substantial costs may be incurred in obtaining, maintaining, protecting, and enforcing intellectual property rights[297][298][301][302] - The company may become subject to intellectual property disputes, which can be costly to defend and lead to significant liability[303][305][306] Risks Related to Our Legal and Regulatory Environment Covers risks from data privacy laws, cybersecurity threats, and tax regulations - The business is subject to a wide range of evolving laws and regulations; non-compliance could lead to investigations and fines[309][310][311] - Security breaches or unauthorized access to data could harm the company's reputation, lead to customer loss, and result in significant financial liabilities[312][313][314][315][316][317] - Failure to comply with U.S. and foreign data protection and privacy laws (e.g, GDPR, CCPA) could result in significant fines and lawsuits[319][320][321][322][323][324][325][326][327][328][329] - International operations may subject the company to greater than anticipated tax liabilities due to changes in tax laws[341][342][343][344] - The company's ability to use its net operating losses (NOLs) may be limited by future taxable income or ownership changes[345][347][348] - Failure to maintain proper and effective internal control over financial reporting could adversely affect investor confidence[354][355][356] Risks Related to Ownership of Our Common Stock and Governance Matters Details risks for stockholders, including stock price volatility and corporate governance provisions - Operating as a public company incurs substantial costs and requires significant management attention[357][359] - The concentration of outstanding common stock among insiders limits the ability of other stockholders to influence important transactions[360] - The market price of common stock may continue to be volatile due to various factors, potentially leading to investment losses[361][362] - Delaware law and provisions in the company's charter and bylaws could make a merger, tender offer, or proxy contest difficult[366][367] - The company does not intend to pay dividends for the foreseeable future, requiring stockholders to rely on stock price appreciation for any gains[371] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Confirms no unregistered sales of equity and no material change in IPO proceeds use - There were no unregistered sales of equity securities during the period[372] - There has been no material change in the use of IPO proceeds as described in the final prospectus filed on July 22, 2021[373] Item 3. Defaults Upon Senior Securities States that no defaults upon senior securities occurred during the period - There were no defaults upon senior securities[374] Item 4. Mine Safety Disclosures Indicates that mine safety disclosures are not applicable - Mine Safety Disclosures are not applicable to the company[375] Item 5. Other Information Reports on changes to executive trading plans under Rule 10b5-1 - Margaret Chow, SVP, Chief Legal Officer, terminated a Rule 10b5-1 trading arrangement on May 1, 2025[376] - No other directors or officers reported the adoption, modification, or termination of Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the last fiscal quarter[377] Item 6. Exhibits Lists the exhibits filed with the report - Key exhibits include the Agreement and Plan of Merger (Exhibit 2.1), Form of Haveli Voting Agreement (Exhibit 4.1), Form of Voting Agreement (Exhibit 4.2), and certifications (Exhibits 31.1, 31.2, 32.1)[379] Signatures Confirms the report has been duly signed by authorized officers - The report is signed by Matthew M Cain, Chair, President and Chief Executive Officer, and Bill Carey, Vice President, Interim Chief Financial Officer, and Chief Accounting Officer[384]