8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K/A

Amendment No. 1

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported):

October 22, 2015

Cabot Microelectronics Corporation

(Exact name of registrant as specified in its charter)

Delaware	000-30205	36-4324765
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification)

870 Commons Drive, Aurora, Illinois	60504
(Address of principal executive offices)	(Zip Code)

(630) 375-6631

(Registrant's telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Explanatory Note

This Current Report on Form 8-K/A amends and supplements the Current Report on Form 8-K filed by Cabot Microelectronics Corporation (the "Company) on October 22, 2015 announcing the completion of the Company's acquisition of NexPlanar Corporation ("NexPlanar").  This amendment includes the financial statements of NexPlanar and pro forma financial information required by Item 9.01 of Form 8-K with respect to the acquisition.

Item 9.01.Financial Statements and Exhibits.

(a)Financial Statements of Businesses Acquired.

The audited financial statements of NexPlanar Corporation as of and for the year ended December 31, 2014, the notes related thereto and the related independent auditors' report of KPMG LLP, are filed as Exhibit 99.1 to this report and incorporated herein by reference.

The unaudited financial statements of NexPlanar Corporation as of September 30, 2015 and for the nine months ended September 30, 2015 and 2014, and the notes related thereto, are filed as Exhibit 99.2 to this report and incorporated herein by reference.

(b)Pro forma financial information

The unaudited pro forma condensed combined statement of income of the Company and NexPlanar for the year ended September 30, 2015, the unaudited pro forma condensed combined balance sheet for the Company and NexPlanar as of September 30, 2015, and the notes related thereto, are filed as Exhibit 99.3 to this report and incorporated herein by reference.

(d) Exhibits

Exhibit Number	Description
23.1	Consent of KPMG, LLP.
99.1	Audited financial statements of NexPlanar Corporation as of and for the year ended December 31, 2014, the notes related thereto and the related independent auditors' report of KPMG, LLP.
99.2	Unaudited financial statements of NexPlanar Corporation as of September 30, 2015 and for the nine months ended September 30, 2015 and 2014, and notes related thereto.
99.3	Unaudited pro forma condensed combined statement of income for the year ended September 30, 2015, unaudited pro forma condensed combined balance sheet as of September 30, 2015, and the notes related thereto.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		CABOT MICROELECTRONICS CORPORATION
		[Registrant]
Date: January 6, 2016	By:	/s/ WILLIAM S. JOHNSON
		William S. Johnson
		Executive Vice President and Chief Financial Officer
		[Principal Financial Officer]

EXHIBIT INDEX

Exhibit Number	Description
23.1	Consent of KPMG, LLP.
99.1	Audited financial statements of NexPlanar Corporation as of and for the year ended December 31, 2014, the notes related thereto and the related independent auditors' report of KPMG, LLP.
99.2	Unaudited financial statements of NexPlanar Corporation as of September 30, 2015 and for the nine months ended September 30, 2015 and 2014, and notes related thereto.
99.3	Unaudited pro forma condensed combined statement of income for the year ended September 30, 2015, unaudited pro forma condensed combined balance sheet as of September 30, 2015, and the notes related thereto.

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-34272, 333-34270, 333-82680, 333-123692, 333-170810, and 333-179955) of Cabot Microelectronics Corporation of our report dated June 19, 2015, except for note 11, as to which the date is January 6, 2016, with respect to the balance sheet of NexPlanar Corporation as of December 31, 2014, and the related statements of operations, stockholders' equity, and cash flows, for the year ended December 31, 2014, which report appears in the Form 8‑K/A of Cabot Microelectronics Corporation dated January 6, 2016.

/s/ KPMG LLP

Portland, OR January 6, 2016

EX-99.1

EXHIBIT 99.1

NEXPLANAR CORPORATION

Financial Statements

As of and for the year ended December 31, 2014

(With Independent Auditors' Report Thereon)

1

Independent Auditors' Report

The Board of Directors NexPlanar Corporation:

We have audited the accompanying financial statements of NexPlanar Corporation, which comprise the balance sheet as of December 31, 2014, and the related statements of operations, stockholders' equity, and cash flows for the year then ended, and the related notes to the financial statements.

Management's Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with U.S. generally accepted accounting principles; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditors' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors' judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of NexPlanar Corporation as of December 31, 2014, and the results of its operations and its cash flows for the year then ended, in accordance with U.S. generally accepted accounting principles.

/s/ KPMG, LLP

Portland, Oregon June 19, 2015, except for note 11, as to which the date is January 6, 2016

2

NEXPLANAR CORPORATION
Balance Sheets
December 31, 2014
(In thousands, except share and per share data)
Assets	2014
Current assets:
Cash and cash equivalents	$	12,919
Accounts receivable		2,260
Accounts receivable - related parties		644
Inventories		1,108
Prepaid expenses and other current assets		97
Total current assets		17,028
Property and equipment, net		3,724
Other assets		104
Total assets	$	20,856
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$	683
Accrued payroll and related benefits		849
Other accrued expenses		640
Short-term portion of long-term debt, net of $51 discount		1,910
Short-term portion of other long-term liabilities		67
Total current liabilities		4,149
Long-term liabilities:
Debt, net of $17 discount		1,970
Other long-term liabilities		260
Total liabilities		6,379
Stockholders' equity:
Preferred stock, Series F par value $0.0001 per share. Authorized 19,146,294 shares at
December 31, 2014; issued and outstanding 10,434,507 at December 31, 2014; aggregate liquidation
of $14,500 at December 31, 2014		1
Preferred stock, Series E par value $0.0001 per share. Authorized 8,855,980 shares at
December 31, 2014; issued and outstanding 8,639,980 at December 31, 2014; aggregate liquidation
preference of $10,000 and $10,000 at December 31, 2014		1
Additional paid-in capital Preferred stock (Series E) warrants		182
Preferred stock, Series D-X and D-1X par value $0.0001 per share. Authorized 13,142,436 shares
at December 31, 2014; issued and outstanding 13,026,572 shares at December 31, 2014;
aggregate liquidation preference of $27,093 at December 31, 2014		1
Additional paid-in capital Preferred stock (Series D) warrants		124
Preferred stock, Series C-X par value $0.0001 per share. Authorized 20,905,329 shares at
December 31, 2014; issued and outstanding 17,915,867 shares at December 31, 2014;
aggregate liquidation preference of $13,917 at December 31, 2014		2
Additional paid-in capital Preferred stock (Series C) warrants		1,549
Preferred stock, Series B-X par value $0.0001 per share. Authorized 4,014,908 shares at
December 31, 2014; issued and outstanding 4,014,908 shares at December 31, 2014;
aggregate liquidation preference of $5,382 at December 31, 2014		-
Preferred stock, Series A-X par value $0.0001 per share. Authorized 1,515,741 shares at
December 31, 2014; issued and outstanding 1,515,741 shares at December 31, 2014;
aggregate liquidation preference of $2,032 at December 31, 2014		-
Common stock, par value $0.0001 per share. Authorized 95,000,0000 shares at December 31, 2014;
issued and outstanding 1,827,024 shares at December 31, 2014		-
Additional paid-in capital		62,728
Accumulated deficit		(50,111	)
Total stockholders' equity		14,477
Total liabilities and stockholders' equity	$	20,856
See accompanying notes to financial statements.

3

NEXPLANAR CORPORATION
Statements of Operations
Year ended December 31, 2014
(In thousands)
	2014
Revenue, net	$	11,839
Revenue - related parties, net		5,626
Net revenue		17,465
Cost of goods sold		11,293
Gross margin		6,172
Research and development		3,197
Selling and marketing		3,899
General and administrative		3,165
Operating loss		(4,089	)
Interest and other expense, net		673
Loss before income taxes		(4,762	)
Provision for income taxes		-
Net loss	$	(4,762	)
See accompanying notes to financial statements.

4

NEXPLANAR CORPORATION

Statements of Stockholders' Equity

Year ended December 31, 2014

(In thousands, except share data)

	Series F			Series E			Series D-X and D-1X			Series C-X			Series B-X			Series A-X			Additional paid-in capital
	preferred stock			preferred stock			preferred stock			preferred stock			preferred stock			preferred stock			Warrants		Common stock
	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Amount		Shares	Amount		Additional paid-in capital		Accumulated deficit			Total stockholders' equity
Balance, December 31, 2013	2,158,864	$	-	8,639,980	$	1	13,026,572	$	1	17,915,867	$	2	4,014,908	$	-	1,515,741	$	-	$	1,855	1,638,024	$	-	$	50,978	$	(45,349	)		$	7,488
Issuance of Series F Preferred Stock net of offering expenses of $90	8,275,643		1	-		-	-		-	-		-	-		-	-		-		-	-		-		11,409		-				11,410
Issuance of Common Stock warrants (vested)	-		-	-		-	-		-	-		-	-		-	-		-		-	-		-		82		-				82
Issuance of Common Stock from exercise of stock options	-		-	-		-	-		-	-		-	-		-	-		-		-	189,000		-		36		-				36
Stock compensation expense	-		-	-		-	-		-	-		-	-		-	-		-		-	-		-		223		-				223
Net loss	-		-	-		-	-		-	-		-	-		-	-		-		-	-		-		-		(4,762	)			(4,762	)
Balance, December 31, 2014	10,434,507	$	1	8,639,980	$	1	13,026,572	$	1	17,915,867	$	2	4,014,908	$	-	1,515,741	$	-		1,855	1,827,024	$	-	$	62,728	$	(50,111	)		$	14,477
See accompanying notes to financial statements.

5

NEXPLANAR CORPORATION
Statements of Cash Flows
Year ended December 31, 2014
(In thousands)
	2014
Cash flows from operating activities:
Net loss	$	(4,762	)
Adjustments to reconcile net loss to net cash used in operating
activities:
Amortization of loan fees		30
Amortization of debt discount		81
Depreciation		1,092
Stock compensation expense		223
Issuance of Common Stock Warrants (vested)		82
Changes in operating assets and liabilities:
Accounts receivable		(1,746	)
Inventories		(162	)
Prepaid expenses and other assets		(18	)
Accounts payable		212
Accrued payroll and related benefits		264
Other accrued expenses		456
Net cash used in operating activities		(4,248	)
Cash flows from investing activity:
Purchases of property and equipment		(2,766	)
Net cash used in investing activity		(2,766	)
Cash flows from financing activities:
Issuance of Series F preferred stock		11,410
Issuance of Common Stock from exercise of stock options		36
Repayment of debt		(1,053	)
Payments for contractual lease obligations		(90	)
Net cash provided by financing activities		10,303
Net increase in cash and cash equivalents		3,289
Cash and cash equivalents at beginning of year		9,630
Cash and cash equivalents at end of year	$	12,919
Supplemental cash flow disclosures:
Cash paid for income taxes	$	-
Cash paid for interest		498
See accompanying notes to financial statements.

6

NEXPLANAR CORPORATION

Notes to Financial Statements

December 31, 2014

(Dollars in thousands)

(1) Summary of Significant Accounting Policies

(a) Description of Business

NexPlanar Corporation, or NexPlanar (the Company), is a privately owned corporation, originally organized March 21, 2003 in the state of Oregon as Neopad, Inc. NexPlanar is principally involved in the development of polyurethane pads that are used in manufacturing silicon integrated circuit wafers. These polishing pads are a consumable item used in a segment of the fabrication process called chemical mechanical planarization, or CMP.

(b) Basis of Presentation

The Company prepares its financial statements in accordance with U.S. generally accepted accounting principles.

(c) Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

(d) Revenue Recognition

The Company recognizes revenue when products are shipped and the customer takes ownership and assumes risk of loss, collection of the relevant receivable is probable, persuasive evidence of an arrangement exists, and the sales price is fixed or determinable.

Sales taxes collected from customers and remitted to governmental authorities are accounted for on a net basis and, therefore, are excluded from revenue in the consolidated statements of income.

(e) Cash and Cash Equivalents

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents consist of cash on hand and funds in sweep account deposits.

The Company elected to invest its surplus cash into income‑earning sweep accounts on a daily basis in accordance with a policy objective that seeks to ensure both liquidity and safety of principal. The deposits into sweep accounts are not insured by the Federal Deposit Insurance Corporation.

(f) Trade Accounts Receivable

Trade accounts receivable are recorded at the invoiced amount and do not bear interest. Amounts collected on trade accounts receivable are included in cash flows from operating activities in the statements of cash flows. The Company reviews its accounts receivable balance monthly to determine if an allowance for doubtful accounts is necessary. In assessing the necessity of an allowance, management considers historical and current market conditions, the customers' financial condition, and the current receivables aging and payment patterns. The Company did not record an allowance for doubtful accounts at December 31, 2014.

7

NEXPLANAR CORPORATION

Notes to Financial Statements

December 31, 2014

(Dollars in thousands)

(g) Inventories

Inventories are valued at standard costs, which approximate the lower of cost (weighted average) or market. Inventories at December 31, 2014 consisted of the following:

	2014
Raw materials	$	1,085
Finished goods		23
Total inventories	$	1,108

(h) Property, Plant, and Equipment

Property, plant, and equipment are recorded at cost. Depreciation on plant and equipment is calculated on the straight‑line method over the estimated useful lives of the assets. The estimated life of computer equipment and software, machinery and equipment, and office furniture is two, five, and five years, respectively. Leasehold improvements are depreciated over the remaining term of the underlying lease. Repair and maintenance costs are expensed as incurred.

(i) Income Taxes

The Company accounts for income taxes under the asset‑and‑liability method. Deferred tax assets and liabilities are determined based on the temporary differences between the financial statements and tax basis of assets and liabilities as measured by the enacted tax rates for the years in which the taxes are expected to be paid.

(j) Concentration of Credit Risk

Three customers accounted for approximately 60% of total revenue for the year ended December 31, 2014. Five customers accounted for approximately 73% of total trade accounts receivable balance at December 31, 2014.  Two of these customers are related parties (note 7).

(k) Stock Option Plan

The Company recognizes all employee share‑based compensation as a cost in the financial statements. Equity‑classified awards are measured at the grant‑date fair value of the award. The Company estimates grant‑date fair value using the Black‑Scholes option‑pricing model.

Share‑based compensation cost totaled $223 thousand for the year ended December 31, 2014, of which $46 was recorded as cost of goods sold, $14 as research and development, $39 as selling and marketing, and $124 as general and administrative, respectively.

(l) Research and Development

The Company expenses all research and development costs as incurred. These expenses include the costs of proprietary research and development efforts as well as costs incurred in connection with third‑party collaboration efforts. Expenses incurred through proprietary research and development efforts include salaries, employee benefits, stock‑based compensation, and other headcount‑related costs, prototype development costs, contract and other outside service fees, patent strategy and filing fees, and facilities and overhead costs. Costs incurred to support third‑party collaboration efforts include membership in an industry‑specific research center, test materials, and prototype products used in experimental testing.

8

NEXPLANAR CORPORATION

Notes to Financial Statements

December 31, 2014

(Dollars in thousands)

(m) Long‑Lived Assets

Long‑lived assets, such as property, plant, and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long‑lived asset or asset group be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying value. If the carrying value of the long‑lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values, and third‑party independent appraisals, depending on the nature of the asset. To date, no such impairments have occurred.

(n) Fair Value of Financial Instruments

The fair value of financial instruments is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The carrying amounts reflected in the balance sheets for cash and cash equivalents, trade receivables, and accounts payable approximate fair value because of the short maturity for these instruments. Additionally, the Company's long‑term borrowings are at a variable interest rate that adjusts based on current market indices and as such, the recorded value approximates fair value.

(o) Comprehensive Loss

Comprehensive loss is equal to net loss for the year ended December 31, 2014. As such, no separate statements of comprehensive loss have been presented.

(2) Property and Equipment

Property and equipment consist of the following:

	2014
Computer equipment and software	$	211
Manufacturing equipment		6,213
Office furniture		72
Leasehold improvements		1,412
Leasehold improvements under capital lease (note 3)		518
Construction in progress		86
		8,512
Less accumulated depreciation		(4,788	)
	$	3,724

Total depreciation expense for the year ended December 31, 2014 was $1,092.

9

NEXPLANAR CORPORATION

Notes to Financial Statements

December 31, 2014

(Dollars in thousands)

(3) Contractual Lease Obligations

In 2010, the Company entered into a long‑term operating lease for offices and manufacturing space in Hillsboro, Oregon. The lease commenced on December 9, 2010 and ends on June 30, 2016. In connection with the lease, the Company entered into an arrangement with the lessor to finance a portion of the cost of the leasehold improvements for the manufacturing space. This loan bears interest at 9% and is amortized over 60 months beginning in July 2011. It has been recorded in other long‑term liabilities. Total leasehold improvements are included in property, plant, and equipment and are being amortized over the term of the lease.

In December 2011, the Company entered into an agreement to lease additional space at its Hillsboro, Oregon facility. The additional lease commenced on May 8, 2012 and terminates in conjunction with the original lease on June 30, 2016. In connection with this lease, the lessor agreed to finance up to $225,000 of the cost of the leasehold improvements for the additional manufacturing space under terms similar to the original agreement. The Company expects to fully utilize this financing, which as of June 2015, had not been finalized.

In August 2013, the Company entered into an agreement to lease additional space at a new facility located in Hillsboro, Oregon. The lease commenced on November 1, 2013 and ends on June 30, 2020.

Rental expense in connection with the facility leases is recognized on a straight‑line basis over the term of the lease including any periods of free rent or lease incentives. Future minimum lease payments under these noncancelable operating leases, and future minimum capital lease payments associated with the original lease, as of December 31, 2014 are as follows:

	Capital		Operating
	lease		leases
Year ending December 31:
2015	$	73	$	536
2016		262		471
2017		—		393
2018		—		424
2019		—		434
2020		—		221
Total minimum lease payments		335	$	2,479
Less amount representing interest		8
Present value of net minimum capital lease
payments	$	327

Total rent expense for the year ended December 31, 2014 was $561.

10

NEXPLANAR CORPORATION

Notes to Financial Statements

December 31, 2014

(Dollars in thousands)

(4) Stockholders' Equity

Authorized capital stock of the Company totals 162,580,688 shares of which 95,000,000 shares are designated as Common stock, par value of $0.0001, and 67,580,688 shares are designated as Preferred stock, par value of $0.0001.

(a) Common Stock

Holders of common stock are entitled to one vote per share and to receive dividends and, upon liquidation or dissolution, are entitled to receive all assets available for distribution to stockholders. The holders have no preemptive or other subscription rights and there are no redemption or sinking fund provisions with respect to such shares. Common stock is subordinate to the preferred stock with respect to dividend rights and rights upon liquidation, winding‑up, and dissolution of the Company.

(b) Preferred Stock

The Company has authorized 67,580,688 shares of $0.0001 par value preferred stock to be issued from time to time with such designations and preferences and other special rights and qualifications, limitations, and restrictions thereon, as permitted by law and as fixed from time to time by resolution of the board of directors.

· Series A‑X and Series A Preferred stock

As of December 31, 2014, there were 1,515,741 Series A‑X shares outstanding. The original Series A stock was issued in 2004 in exchange for net proceeds of $6.2 million, was automatically converted to Series A‑1 upon issuance of Series C, was automatically converted to Series A per the terms of the Series D/D‑1 financing, and was automatically converted to Series A‑X per the terms of Series E financing. On July 14, 2008, the Company converted 603,034 shares of Series A‑1 preferred stock to Common stock. On May 1, 2011, the Company converted 181,225 shares of Series A‑1 into 181 shares of Common per the terms of the Series D/D‑1 financing. The issue price for Series A‑X is $2.76 per share (as adjusted for any stock dividends, combinations, splits, recapitalizations, or the like with respect to such shares).

· Series B‑X and Series B Preferred stock

As of December 31, 2014, there were 4,014,908 Series B‑X shares outstanding. The Series B stock was originally issued in 2007 in exchange for net proceeds of $6.9 million, was automatically converted to Series B‑1 upon issuance of Series C, was automatically converted to Series B per the terms of the Series D/D‑1 financing, and was automatically converted to Series B‑X per the terms of the Series E financing. On May 1, 2011, the Company converted 255,991 shares of Series B‑1 into 256 shares of Common per the terms of the Series D financing. The issue price for Series B‑X is $1.64 per share (as adjusted for any stock dividends, combinations, splits, recapitalizations, or the like with respect to such shares).

· Series C‑X and Series C Preferred stock

As of December 31, 2014, there were 17,915,867 Series C‑X shares outstanding. The Series C stock was originally issued in 2008 in exchange for net proceeds of $14.4 million, was automatically converted to Series C‑1 per the terms of the Series D/D‑1 financing, and was automatically converted to Series C‑X per the terms of the Series E financing. On May 1, 2011, the Company converted 751,185 shares of Series C into 751 shares of Common per the terms of the Series D/D‑1 financing. The original issue price of the Series C‑X Preferred is $0.78 per share (as adjusted for any stock dividends, combinations, splits, recapitalizations, or the like with respect to such shares).

11

NEXPLANAR CORPORATION

Notes to Financial Statements

December 31, 2014

(Dollars in thousands)

· Series D‑X and Series D‑1X and Series D and Series D‑1 Preferred stock

As of December 31, 2014, there were 4,200,304 Series D‑X and 8,826,268 Series D‑1X shares outstanding. The Series D and D‑1 stock was originally issued on March 18, 2011, in exchange for net proceeds $10.1 million, and was automatically converted to Series D‑X and Series D‑1X per the terms of the Series E financing. The original issue price of the Series D‑X and Series D‑1X Preferred is $0.78 per share (as adjusted for any stock dividends, combinations, splits, recapitalizations, or the like with respect to such shares).

· Series E Preferred stock

As of December 31, 2014, there were 8,639,980 shares of Series E outstanding. The Series E was issued on December 20, 2012, in exchange for net proceeds $10 million. The original issue price of the Series E Preferred is $1.16 per share (as adjusted for any stock dividends, combinations, splits, recapitalizations, or the like with respect to such shares).

· Series F Preferred stock

As of December 31, 2014, there were 10,434,507 shares of Series F outstanding. The Series F was issued on August 23, 2013, November 13, 2014, and December 22, 2014 in exchange for net proceeds $3 million, $6.4 million, and $5 million, respectively. The original issue price of the Series E Preferred is $1.39 per share (as adjusted for any stock dividends, combinations, splits, recapitalizations, or the like with respect to such shares).

· Preferences and Rights

Dividends

Holders of Series F, Series E, Series D‑X, and Series D‑1X Preferred, in preference to the holders of any other stock of the Corporation, shall be entitled to receive pari passu with all other holders of Series E, Series D‑X, and Series D‑1X Preferred, when and as declared by the Corporation's board of directors, cash dividends at the rate of eight percent (8%) of the Series F, Series E, Series D‑X, and Series D‑1X issue price per annum on each outstanding share of Series F, Series E, Series D‑X, and Series D‑1X Preferred. Such dividends are noncumulative, and they are payable based on the original issue price of issued and outstanding shares only when, as, and if declared by the board of directors.

Subject to the prior dividend rights of the Series F, Series E, Series D‑X, and Series D‑1X Preferred, holders of Series C‑X Preferred, in preference to the holders of any other stock of the Corporation other than Series E, Series D‑X, and Series D‑1X Preferred, shall be entitled to receive pari passu with all other holders of Series C‑X Preferred, when and as declared by the Corporation's board of directors, cash dividends at the rate of eight percent (8%) of the Series C‑X issue price per annum on each outstanding share of Series C‑X Preferred. Such dividends are noncumulative, and they are payable based on the original issue price of issued and outstanding shares only when, as, and if declared by the board of directors.

Subject to the prior dividend rights of the Series F, Series E, Series D‑X, Series D‑1X, and Series C‑X Preferred, holders of Series A‑X Preferred and Series B‑X Preferred collectively, in preference to the holders of any stock of the Corporation other than Series E, Series D‑X, Series D‑1X, and Series C‑X Preferred, shall be entitled to receive on an equal priority, pari passu basis according to their respective dividend preferences, when and as declared by the board of directors, cash dividends at the rate of eight percent (8%) of the Series A‑X and Series B‑X issue price per annum and pursuant to protective covenants retained in the Company's certificate of incorporation.

12

NEXPLANAR CORPORATION

Notes to Financial Statements

December 31, 2014

(Dollars in thousands)

Voting Rights

Other than for the election of the board of directors, the holders of preferred stock have voting rights equivalent to the common stockholders and vote together with the common stockholders as a single class on an as‑converted basis, unless legally required otherwise.

The holders of Series A‑X Preferred and Series B‑X Preferred, exclusively and voting together as a single class on an as‑converted basis, shall be entitled to nominate and elect one (1) member of the board of directors. The holders of Series C‑X Preferred, exclusively and voting as a separate class, shall be entitled to nominate and elect one (1) member of the board of directors. The holders of Series D‑X and Series D‑1X Preferred, exclusively and voting as a separate class, shall be entitled to nominate and elect one (1) member of the board of directors. The holders of Common and Preferred stock, exclusively and voting together as a single class on an as‑converted basis, shall be entitled to nominate and elect the remaining members of the board of directors.

Liquidation Preference

In the event of any liquidation, dissolution, or winding‑up of the Company, the holders of Series F, Series E, Series D‑X, and Series D‑1X preferred stock shall be entitled to receive in preference to the holders of Series A‑X, Series B‑X, Series C‑X, and common stock an amount per share of Series F, Series E, Series D‑X, and Series D‑1X preferred equal to one (1) times the Series F original issue price, one (1) times the Series E original issue price, two (2) times the Series D‑X original issue price, and three (3) times the Series D‑1X original issue price (all as adjusted for any stock dividends, combinations, splits, recapitalizations, or the like with respect to such shares) plus any declared but unpaid dividends (the Series F, Series E, Series D‑X, and Series D‑1X Liquidation Preference). After the payment of the Series F, Series E, Series D‑X, and Series D‑1X Liquidation Preference to the holders of Series F, Series E, Series D‑X, and Series D‑1X preferred stock, holders of Series C‑X preferred stock, on a pari passu basis, shall be entitled to receive in preference to the holders of Series A‑X, Series B‑X, and common stock an amount per share of Series C‑X preferred equal to the Series C‑X original issue price (as adjusted for any stock dividends, combinations, splits, recapitalizations, or the like with respect to such shares) plus any declared but unpaid dividends (the Series C‑X Liquidation Preference). After the payment of the Series C‑X Liquidation Preference to the holders of Series C‑X preferred stock, holders of Series B‑X preferred stock, on a pari passu basis, shall be entitled to receive any remaining assets in preference to the holders of Series A‑X and common stock an amount per share equal to $1.34 (the Series B‑X Liquidation Preference) plus any declared but unpaid dividends. After the payment of the Series B‑X Liquidation Preference to the holders of Series B‑X preferred stock, holders of Series A‑X preferred stock, on a pari passu basis, shall be entitled to receive any remaining assets in preference to the holders of common stock an amount per share equal to $1.34 (the Series A‑X Liquidation Preference) plus any declared but unpaid dividends. After the payment of the Series A‑X Liquidation Preference to the holders of Series A‑X preferred stock, any remaining assets shall be distributed ratably to the holders of common stock and the holders of preferred stock pro rata based on the number of shares of common stock held by each (assuming all shares of Series preferred stock have been converted to common stock).

A merger, acquisition, sale of voting control, or sale of substantially all of the assets of the Company in which the shareholders of the Company do not own a majority of the outstanding shares of the surviving corporation shall be deemed to be a liquidation event.

Conversion

All Preferred stock is convertible into shares of Common stock on an one‑for‑one basis (subject to certain adjustments) at any time by the holder and under certain automatic conditions.

13

NEXPLANAR CORPORATION

Notes to Financial Statements

December 31, 2014

(Dollars in thousands)

(c) Preferred Stock Purchase Warrants

In 2006, the Company issued warrants to purchase 398,604 (as adjusted for any stock dividends, combinations, splits, recapitalizations, or the like with respect to such shares) shares of Series B Preferred Shares in connection with convertible notes issued to certain investors. Subsequently, these warrants were converted to an equivalent dollar amount of Series C Preferred Share warrants. The exercise price is $0.78 per share (as adjusted for any stock dividends, combinations, splits, recapitalizations, or the like with respect to such shares). The fair value of these warrants is not material to the financial statements and is presented as a part of Series C Preferred stock.

In 2008, the Company issued a warrant to purchase 2,252,920 (as adjusted for any stock dividends, combinations, splits, recapitalizations, or the like with respect to such shares) shares of Series C Preferred stock as part of a potential commercial relationship. The warrant was issued to a potential customer of the Company, and the shares of this warrant become exercisable in tranches as three separate milestones are achieved. The exercise price is $0.78 per share (as adjusted for any stock dividends, combinations, splits, recapitalizations, or the like with respect to such shares). In February 2009, the Company entered into a collaboration agreement with the customer thereby achieving the first milestone, resulting in the vesting of 321,846 of the warrants. The warrants' fair value was determined using the Black‑Scholes option‑pricing model using a risk‑free rate of 2.3%, volatility of 62.5%, and a term of 6.3 years. The Company recorded $154 expense related to the fair value of the warrants vested. The expense was classified as cost of goods sold operating expense in the financial statements. During 2010, the Company began to recognize revenue related to this collaboration agreement, resulting in recognition of the proportionate share of the fair value of the warrant associated with the second milestone of the agreement. The Company recorded $157 in 2010 and $131 in 2009 related to the proportionate fair value of the warrant associated with the second milestone, which is classified as a sales discount in the financial statements. The warrants' fair value was determined using the Black‑Scholes option‑pricing model using a risk‑free rate of 2.3%, volatility of 62.5%, and the remaining contractual term of 5.5 years. During 2011, the third milestone of the agreement was met as a result of a meeting a certain level of sales to the customer during the year. The Company recorded $475 in expense related to the fair value of the warrants vested, which is classified as a sales discount in the financial statements. The warrants' fair value was determined using the Black‑Scholes option‑pricing model using a risk‑free rate of 0.77%, volatility of 62.5%, and the remaining contractual term of 3.7 years.

In 2009, the Company entered into a loan agreement with Atel Ventures. In connection with the loan agreement, the Company issued a warrant to the lender to purchase 337,938 (as adjusted for any stock dividends, combinations, splits, recapitalizations, or the like with respect to such shares) shares of Series C Preferred stock. The warrant expires on the earliest of the tenth anniversary of the issue date or of the closing of the first public offering of the Company's Common stock under terms and conditions that require automatic conversion of the Series C Preferred stock into Common stock. The exercise price is $0.78 per share (as adjusted for any stock dividends, combinations, splits, recapitalizations, or the like with respect to such shares). The Company recorded $187 related to the fair value of the warrants as a debt discount, which was amortized as interest expense over the period of the agreement using the effective-interest method. The warrants' fair value was determined using the Black-Scholes option-pricing model using a risk-free rate of 3.59%, volatility of 62.5%, and an expected term of 10 years.

In 2011, the Company entered into a loan agreement with TriplePoint Capital, as discussed in note 6. In connection with the loan agreement, the Company issued a warrant to the lender to purchase 115,864 (as adjusted for any stock dividends, combinations, splits, recapitalizations, or the like with respect to such shares) shares of Series D Preferred stock. The warrant expires on the earliest of the tenth anniversary of the issue date or in certain scenarios related to the sale of substantially all of the Company's assets. The exercise price is $0.78 per share (as adjusted for any stock dividends, combinations, splits, recapitalizations, or the like with respect to such shares). The Company recorded $65 related to the fair value of the warrants as a debt discount, which was amortized as interest expense over the period of the agreement using the effective-interest method. The warrants' fair value was determined using the Black-Scholes option-pricing model using a risk-free rate of 2.0%, volatility of 62.5%, and an expected term of 10 years.

In 2013, the Company entered into a loan agreement with Horizon Technology Finance Corporation, as discussed in note 6. In connection with the loan agreement, the Company issued a warrant to the lender to purchase 216,000 (as adjusted for any stock dividends, combinations, splits, recapitalizations, or the like with respect to such shares) shares of Series E Preferred stock. The warrant expires on the earliest of the tenth anniversary of the issue date or in certain scenarios related to the sale of substantially all of the Company's assets. The exercise price is $1.16 per share (as adjusted for any stock dividends, combinations, splits, recapitalizations, or the like with respect to such shares). The Company recorded $182 related to the fair value of the warrants as a debt discount, which will be amortized as interest expense over the period of the agreement using the effective‑interest method. The total amortization expense recognized at December 31, 2014 was $114. The warrants' fair value was determined using the Black‑Scholes option‑pricing model using a risk‑free rate of 2.0%, volatility of 62.5%, and an expected term of 10 years.

14

NEXPLANAR CORPORATION

Notes to Financial Statements

December 31, 2014

(Dollars in thousands)

(d) Common Stock Purchase Warrants

In 2011, the Company issued warrants to purchase 1,118,401 (as adjusted for any stock dividends, combinations, splits, and recapitalizations) of Common Stock as part of the Series D/D‑1 Preferred Stock financing. These warrants were issued to certain existing investors who participated in a Series D/D‑1 Preferred Stock financing for a minimum of their pro rata share based upon their ownership of preferred stock prior to the financing. The Company recorded $59 as discount to the Series D/D‑1 Preferred Stock value in the financial statements related to the fair value of the warrants. The warrants' fair value was determined using the Black‑Scholes option‑pricing model using a risk‑free rate of 1.96%, volatility of 62.5%, and a term of 5 years.

In 2011, the Company issued warrants to purchase 1,600,446 (as adjusted for any stock dividends, combinations, splits, and recapitalizations) shares of Common Stock as part of a commercial relationship with a customer. The shares of the warrant become exercisable in tranches as four separate milestones are achieved. The exercise price is $0.01 per share (as adjusted for any stock dividends, combinations, splits, recapitalizations, or the like with respect to such shares). During 2011, the Company was qualified by the customer to provide product from its Hillsboro facility, which resulted in the achievement of the first milestone and was qualified to provide product for two particular applications of the customer, which resulted in the achievement of the second milestone. The achievement of these milestones resulted in the vesting of a total of 857,381 of the warrants. The Company recorded $70 of expense related to the fair value of the warrants, which it classified as an operating expense in the financial statements. The warrants' fair value was determined using the Black‑Scholes option‑pricing model using a risk‑free rate of 0.72%, volatility of 62.5%, and a term of 4.5 years. The third milestone for 285,794 shares associated with the qualification for an additional application was not met during the year and per the terms of the agreement thereby expired. During 2014, the Company was qualified to provide product for a particular application of the customer, which resulted in the achievement of the fourth milestone, which resulted in the vesting of 457,271 shares. The Company recorded $82 of expense related to the fair value of the warrants, which it classified as an operating expense in the financial statements. The warrants' fair value was determined using the Black‑Scholes option pricing model using a risk free rate of 0.64%, volatility of 62.5%, and a term of 1.2 years.

(5) Stock Compensation Plan

In 2004, the Company adopted a stock compensation plan (the 2004 Plan) pursuant to which the Company's board of directors may grant stock options to officers, employees, and certain nonemployees. The 2004 Plan authorizes grants to purchase shares of authorized but unissued common stock. Stock options can be granted with an exercise price less than, equal to, or greater than the stock's fair market value at the date of grant. All awards have 10‑year terms. Most options vest and become fully exercisable after four years from the date of grant.

In 2008, the Company adopted a stock compensation plan (the 2008 Plan) pursuant to which the Company's board of directors may grant stock options to officers, employees, and certain nonemployees. The 2008 Plan authorizes grants to purchase shares of authorized but unissued common stock. Stock options can be granted with an exercise price less than, equal to, or greater than the stock's fair market value at the date of grant. All awards have 10‑year terms. Options vest monthly (with cliff vesting in the first year) and become fully exercisable after four years from the date of grant.

At December 31, 2014, there were 2,311,047 additional shares available for the Company to grant under the 2004 and 2008 Plans. As the Company does not have sufficient historical experience for determining the expected term of the stock option awards granted, the Company has based its expected term for employee grants on the simplified method available under Staff Accounting Bulletin 107 (included in ASC 718, Stock Compensation). Since the Company's shares are not publicly traded and its shares are rarely traded privately, expected volatility is computed based on the average historical volatility of similar entities with publicly traded shares. The risk‑free rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The fair value of each option award is estimated on the date of grant using the Black‑Scholes option‑pricing model that used the weighted average assumptions in the following table:

		2014
Valuation assumptions:
	Expected dividend yield	$	—	%
	Expected volatility		62.50
	Expected term (years)		6.25
	Risk-free interest rate		2.10

Stock option activity during the periods indicated is as follows:

				Remaining
		Number	Average	contractual
		of shares	exercise price	term
Balance at December 31, 2013		10,766,946	0.17	7.56
	Granted	1,906,936	0.19
	Forfeited	(93,146)	0.17
	Expired	(512,154)	0.18
	Exercised	(189,000)	0.19
Balance at December 31, 2014		11,879,582	0.17	6.93
Exercisable at December 31, 2014		7,409,443	0.17	5.90

The weighted average grant‑date fair value of options granted during 2014 was $0.11.

At December 31, 2014, there was $475 of unrecognized compensation cost related to share‑based compensation arrangements granted under the Plans. That cost is expected to be recognized over a weighted average period of 2.6 years. The total fair value of shares vested during the year ended December 31, 2014 was $234.

The Company currently uses authorized and unissued shares to satisfy share‑award exercises.

15

NEXPLANAR CORPORATION

Notes to Financial Statements

December 31, 2014

(Dollars in thousands)

(6) Financing Arrangements

On May 29, 2013, the Company entered into a $5.0 million loan agreement with Horizon Technology Finance Corporation. The loan bears an effective interest rate of 11.12%. The debt is payable in interest‑only payments until July 2014 and then is payable in 30 monthly payments of approximately $190 and a final payment of $125 at maturity on December 1, 2016. Total proceeds were reduced by the lender by $70 in origination fees and expenses. The debt is discounted for the fair value of attached warrants as discussed in note 4. Loan origination fees of approximately $70 are classified as other assets in the financial statements and are being amortized over the life of the loan using the effective‑interest method. The collateral for the loan is all personal property and fixtures of the Company.

Future minimum payments as of December 31, 2014 are as follows (in thousands):

Year ending December 31:
	2015			$	2,283
	2016				2,217
					4,500
Less amounts representing interest					(552)
		Present value of debt
			payments		3,948
Debt discount, net of amortization					(68)
		Present value of debt
			payments, net	$	3,880

(7) Related‑Party Transactions

The Company recognized approximately $5,626 in revenue from sales to related parties in the year ended December 31, 2014. The accounts receivable balance as of December 31, 2014 of $644 related to the same parties, all of whom are preferred shareholders in the Company.

(8) Commitments and Contingencies

The Company is involved in various claims and legal actions arising in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company's financial position, results of operations, or liquidity.

16

NEXPLANAR CORPORATION

Notes to Financial Statements

December 31, 2014

(Dollars in thousands)

(9) Income Taxes

No provision has been made for federal income taxes for the year ended December 31, 2014 as the Company has generated net operating losses since inception.

Significant components of the Company's deferred tax assets as of December 31, 2014 related to net operating losses as well as start‑up costs and accrued liabilities are as follows:

	2014
Components of deferred tax assets:
Net operating loss carryforwards	$	18,065
Other		1,698
Gross deferred tax asset		19,763
Less valuation allowance		(19,763	)
Net deferred tax assets	$	—

The Company has applied a full valuation allowance against its deferred tax assets as of December 31, 2014 and for the period from inception as the Company has had a history of losses.

At December 31, 2014, the Company has federal and state net operating loss carryforwards of approximately $46 million to offset future income. Additionally, the Company has research and development credits of approximately $720. These carryforwards expire in 2024 through 2032.

Pursuant to Internal Revenue Code Sections 382 and 383, the utilization of net operating losses and other tax attributes may be substantially limited due to cumulative changes in ownership greater than 50% that have occurred or could occur during applicable testing periods. The Company has not performed a formal Section 382 analysis, but the preliminary internal analysis indicates that the net operating losses may be limited. Management will determine when a formal analysis is warranted based on generating sufficient taxable income in future periods or the existence of any tax planning strategies that would warrant such a review.

(10) Subsequent Events

On May 11, 2015, the Company closed a $7 million round of equity financing in which it sold 5,037,348 shares of Series F preferred stock at a price of $1.38962 per share.

The Company has evaluated subsequent events from the balance sheet date through June 19, 2015, the date at which financial statements were issued, and determined that there are no other items to disclose.

(11) Revision of Previously Issued Notes to the Financial Statements

During 2015, the Company identified certain immaterial omissions to the concentration and related party disclosures as of and for the year ended December 31, 2014.  The Company has corrected these omissions in Note 1(j) and Note 7, respectively.  The omissions related to incremental concentration of sales and accounts receivable information, as well as the identification of an additional related party.

17

EX-99.2

EXHIBIT 99.2

NEXPLANAR CORPORATION

Unaudited Condensed Financial Statements

As of September 30, 2015 and for the nine months ended September 30, 2015 and 2014

1

NEXPLANAR CORPORATION
Balance Sheets
September 30, 2015 and December 31, 2014
(Unaudited and in thousands, except share and per share data)
	September 30,			December 31,
Assets	2015			2014
Current assets:
Cash and cash equivalents	$	16,334		$	12,919
Accounts receivable		2,452			2,260
Accounts receivable - related parties		437			644
Inventories		2,083			1,108
Prepaid expenses and other current assets		1,712			97
Total current assets		23,018			17,028
Property and equipment, net		4,714			3,724
Other assets		60			104
Total assets	$	27,792		$	20,856
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$	962		$	683
Accrued payroll and related benefits		1,063			849
Other accrued expenses		844			640
Short-term portion of long-term debt, net of $51 discount		-			1,910
Short-term portion of other long-term liabilities		53			67
Total current liabilities		2,922			4,149
Long-term liabilities:
Debt, net of $17 discount		-			1,970
Other long-term liabilities		225			260
Total liabilities		3,147			6,379
Stockholders' equity:
Preferred stock, Series F par value $0.0001 per share. Authorized 23,000,000 shares at September 30,
2015; issued and outstanding 20,149,391 and 10,434,507 at September 30, 2015 and December 31,
2014, repectively; aggregate liquidation preference of $28,000 and $14,500 at September 30, 2015 and
December 31, 2014, respectively		1			1
Preferred stock, Series E par value $0.0001 per share. Authorized 8,855,980 shares at September 30,
2015; issued and outstanding 8,639,980 at September 30, 2015 and December 31, 2014; aggregate
liquidation preference of $10,000 and $10,000 at September 30, 2015 and December 31, 2014,
respectively		1			1
Additional paid-in capital Preferred stock (Series E) warrants		182			182
Preferred stock, Series D-X and D-1X par value $0.0001 per share. Authorized 13,142,436 shares
at September 30, 2015; issued and outstanding 13,026,572 shares at September 30, 2015 and
December 31, 2014; aggregate liquidation preference of $27,093 and $27,093 at September 30, 2015
and December 31, 2014, respectively		1			1
Additional paid-in capital Preferred stock (Series D) warrants		124			124
Preferred stock, Series C-X par value $0.0001 per share. Authorized 20,905,329 shares at
September 30, 2015; issued and outstanding 17,915,867 shares at September 30, 2015 and;
December 31, 2014; aggregate liquidation preference of $13,917 and $13,917 at September 30, 2015
and December 31, 2014, respectively		2			2
Additional paid-in capital Preferred stock (Series C) warrants		1,549			1,549
Preferred stock, Series B-X par value $0.0001 per share. Authorized 4,014,908 shares at
September 30, 2015; issued and outstanding 4,014,908 shares at September 30, 2015 and
December 31, 2014; aggregate liquidation preference of $5,382 and $5,382 at September 30, 2015
and December 31, 2014, respectively		-			-
Preferred stock, Series A-X par value $0.0001 per share. Authorized 1,515,741 shares at
September 30, 2015; issued and outstanding 1,515,741 shares at September 30, 2015 and
December 31, 2014; aggregate liquidation preference of $2,032 and $2,032 at September 30, 2015
and December 31, 2014, respectively		-			-
Common stock, par value $0.0001 per share. Authorized 100,000,000 and 80,000,000 shares at
September 30, 2015 and December 31, 2014, respectively; issued and outstanding 1,859,916 and
1,827,024 shares at September 30, 2015 and December 31, 2014, respectively		-			-
Additional paid-in capital		76,367			62,728
Accumulated deficit		(53,582	)		(50,111	)
Total stockholders' equity		24,645			14,477
Total liabilities and stockholders' equity	$	27,792		$	20,856
See accompanying notes to financial statements.

2

NEXPLANAR CORPORATION
Statements of Operations
Nine months ended September 30, 2015 and 2014
(Unaudited and in thousands)
	2015			2014
Revenue, net	$	12,106		$	7,938
Revenue - related parties, net		5,487			3,891
Net revenue		17,593			11,829
Cost of goods sold		11,715			7,797
Gross margin		5,878			4,032
Research and development		2,302			2,535
Selling and marketing		3,444			2,504
General and administrative		3,159			2,244
Operating loss		(3,027	)		(3,251	)
Interest and other expense, net		444			522
Loss before income taxes		(3,471	)		(3,773	)
Provision for income taxes		-			4
Net loss	$	(3,471	)	$	(3,777	)
See accompanying notes to financial statements.

3

NEXPLANAR CORPORATION

Statements of Stockholders' Equity

Nine months ended September 30, 2015 and 2014

(Unaudited and in thousands, except share data)

	Series F				Series E			Series D-X and D-1X			Series C-X			Series B-X			Series A-X			Additional paid-in capital
	preferred stock				preferred stock			preferred stock			preferred stock			preferred stock			preferred stock			Warrants		Common stock
	Shares		Amount		Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Amount		Shares	Amount		Additional paid-in capital			Accumulated deficit			Total stockholders' equity
Balance, December 31, 2014		10,434,507	$	1	8,639,980	$	1	13,026,572	$	1	17,915,867	$	2	4,014,908	$	-	1,515,741	$	-	$	1,855	1,827,024	$	-	$	62,728		$	(50,111	)	$	14,477
Issuance of Series F Preferred Stock net of offering expenses of $24		9,714,884		-	-		-	-		-	-		-	-		-	-		-		-	-		-		13,475			-			13,475
Issuance of Common Stock from exercise of stock options		-		-	-		-	-		-	-		-	-		-	-		-		-	32,892		-		5			-			5
Stock compensation expense		-		-	-		-	-		-	-		-	-		-	-		-		-	-		-		159			-			159
Net loss		-		-	-		-	-		-	-		-	-		-	-		-		-	-		-		-			(3,471	)		(3,471
Balance, September 30, 2015		20,149,391	$	1	8,639,980	$	1	13,026,572	$	1	17,915,867	$	2	4,014,908	$	-	1,515,741	$	-		1,855	1,859,916	$	-	$	76,367		$	(53,582	)	$	24,645
Balance, December 31, 2013		2,158,864	$	-	8,639,980	$	1	13,026,572	$	1	17,915,867	$	2	4,014,908	$	-	1,515,741	$	-		1,855	1,638,024	$	-	$	50,978		$	(45,349	)	$	7,488
Offering expenes for Series F Preferred Stock		-		-	-		-	-		-	-		-	-		-	-		-		-	-		-		(27	)		-			(27
Issuance of Common Stock from exercise of stock options		-		-	-		-	-		-	-		-	-		-	-		-		-	189,000		-		36			-			36
Stock compensation expense		-		-	-		-	-		-	-		-	-		-	-		-		-	-		-		167			-			167
Net loss		-		-	-		-	-		-	-		-	-		-	-		-		-	-		-		-			(3,777	)		(3,777
Balance, September 30, 2014		2,158,864	$	-	8,639,980	$	1	13,026,572	$	1	17,915,867	$	2	4,014,908	$	-	1,515,741	$	-		1,855	1,827,024	$	-	$	51,154		$	(49,126	)	$	3,887
See accompanying notes to financial statements.

4

NEXPLANAR CORPORATION
Statements of Cash Flows
Nine months ended September 30, 2015 and 2014
(Unaudited and in thousands)
	2015			2014
Cash flows from operating activities:
Net loss	$	(3,471	)	$	(3,777	)
Adjustments to reconcile net loss to net cash used in operating
activities:
Amortization of loan fees		26			24
Amortization of debt discount		68			61
Depreciation		920			814
Stock compensation expense		159			167
Changes in operating assets and liabilities:
Accounts receivable		15			(1,406	)
Inventories		(975	)		(60	)
Prepaid expenses and other assets		403			107
Accounts payable		279			691
Accrued payroll and related benefits		214			(170	)
Other accrued expenses		204			83
Net cash used in operating activities		(2,158	)		(3,466	)
Cash flows from investing activity:
Purchases of property and equipment		(1,911	)		(2,551	)
Net cash used in investing activity		(1,911	)		(2,551	)
Cash flows from financing activities:
Issuance of Series F preferred stock		11,476			(27	)
Issuance of Common Stock from exercise of stock options		5			36
Repayment of debt		(3,948	)		(592	)
Payments for contractual lease obligations		(49	)		(69	)
Net cash provided by financing activities		7,484			(652	)
Net increase (decrease) in cash and cash equivalents		3,415			(6,669	)
Cash and cash equivalents at beginning of period		12,919			9,630
Cash and cash equivalents at end of period	$	16,334		$	2,961
Supplemental disclosure of non-cash financing transactions
Series F preferred stock for supplier services	$	2,000		$	-
See accompanying notes to financial statements.

5

NEXPLANAR CORPORATION

Notes to Condensed Financial Statements

(Unaudited and in thousands, except share amounts)

(1) Description of Business and Basis of Preparation

NexPlanar Corporation, or NexPlanar (the Company), is a privately owned corporation, originally organized March 21, 2003 in the state of Oregon as Neopad, Inc. NexPlanar is principally involved in the development of polyurethane pads that are used in manufacturing silicon integrated circuit wafers. These polishing pads are a consumable item used in a segment of the fabrication process called chemical mechanical planarization, or CMP.

These accompanying condensed financial statements are unaudited.  The condensed financial statements are prepared on the basis of accounting policies as set forth in the Company's consolidated financial statements as of and for the year ended December 31, 2014. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with U.S. Generally Accepted Accounting Principles ("U.S. GAAP") have been condensed or omitted in accordance with U.S. GAAP applicable to interim financial statements as set out by ASC 270 ''Interim Reporting''. However, such information reflects all adjustments (consisting of normal recurring adjustments), which are, in the opinion of the Company management, necessary to fairly state the results of interim periods. Interim results are not necessarily indicative of results to be expected for the full year. The December 31, 2014 balance sheet was derived from the audited consolidated financial statements.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

(2) Inventories

Inventories are valued at standard costs, which approximate the lower of cost (weighted average) or market. Inventories at September 30, 2015 and December 31, 2014 consisted of the following:

	September 30, 2015		December 31, 2014
Raw materials	$	1,894	$	1,085
Finished goods		189		23
Total inventories	$	2,083	$	1,108

(3) Stockholders' Equity

In May 2015, the Company entered into a Joint Development Agreement ("JDA") with one of its suppliers. In conjunction with this JDA, NexPlanar agreed to issue a total of 2,374,750 shares of Series F Preferred Stock to the supplier for $3,300 in consideration in the form of services over a period of 30 months. The Company issued 1,439,242 shares of Series F Preferred Stock upon execution of the JDA and recorded $2,000 as a prepaid expense, which was being amortized into research and development expense at the rate of $110 per month.  The Company agreed to issue the remaining 935,507 shares of Series F Preferred Stock on the third anniversary of the JDA or upon a change in control, such as the acquisition of the Company discussed in Note 8, in consideration of the remaining $1,300 in services.  During the nine months ended September 30, 2015, the Company also issued 8,275,642 other shares of Series F Preferred Stock in exchange for net cash proceeds of $11,476.

6

NEXPLANAR CORPORATION

Notes to Condensed Financial Statements

(Unaudited and in thousands, except share amounts)

(4) Stock Compensation Plan

In 2004, the Company adopted a stock compensation plan (the 2004 Plan) pursuant to which the Company's board of directors may grant stock options to officers, employees, and certain nonemployees. The 2004 Plan authorizes grants to purchase shares of authorized but unissued common stock. Stock options can be granted with an exercise price less than, equal to, or greater than the stock's fair market value at the date of grant. All awards have 10‑year terms. Most options vest and become fully exercisable after four years from the date of grant.

In 2008, the Company adopted a stock compensation plan (the 2008 Plan) pursuant to which the Company's board of directors may grant stock options to officers, employees, and certain nonemployees. The 2008 Plan authorizes grants to purchase shares of authorized but unissued common stock. Stock options can be granted with an exercise price less than, equal to, or greater than the stock's fair market value at the date of grant. All awards have 10‑year terms. Options vest monthly (with cliff vesting in the first year) and become fully exercisable after four years from the date of grant.

Share‑based compensation cost for the nine months ended September 30, 2015 totaled $159 of which $31 was recorded as cost of goods sold, $10 as research and development, $53 as selling and marketing and $65 as general and administrative, respectively. Share‑based compensation cost for the nine months ended September 30, 2014 totaled $167 of which $34 was recorded as cost of goods sold, $11 as research and development, $29 as selling and marketing and $93 as general and administrative, respectively.

(5) Financing Arrangements

In September 2015, the Company repaid its outstanding borrowings in cash in anticipation of the acquisition of the Company described in Note 8.

(6) Related‑Party Transactions

The Company recognized approximately $5,487 and $3,891 in revenue from sales to related parties in the nine months ended September 30, 2015 and 2014, respectively. The accounts receivable balance was $437 and $644 as of September 30, 2015 and December 31, 2014, respectively, related to the same parties.

(7) Commitments and Contingencies

The Company is involved in various claims and legal actions arising in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company's financial position, results of operations, or liquidity.

(8) Subsequent Events

On October 22, 2015, the Company was acquired by Cabot Microelectronics Corporation.

7

EX-99.3

Exhibit 99.3

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined financial information and related notes present the historical financial statements of Cabot Microelectronics Corporation and its subsidiaries (the "Company", "us", "we", "our") and NexPlanar Corporation ("NexPlanar") after giving effect to our acquisition (the "Acquisition") of NexPlanar, which was completed on October 22, 2015.  We acquired 100% of the stock of NexPlanar for approximately $142.3 million in total cash outlay, funded from our available cash balances.

The unaudited pro forma condensed combined financial information is derived from and should be read in conjunction with the Company's historical audited financial statements for the fiscal year ended September 30, 2015, which are available in our Annual Report on Form 10-K for the fiscal year ended September 30, 2015, and the historical financial statements of NexPlanar included in this Form 8-K/A.

For purposes of the pro forma condensed combined statement of income, results for NexPlanar are presented for the twelve-month period ended September 30, 2015.  This information was derived from the historical audited statement of operations of NexPlanar for the year ended December 31, 2014, as included within this Form 8-K/A, the historical unaudited statement of operations of NexPlanar for the nine months ended September 30, 2015, as included within this Form 8-K/A, and historical unaudited financial information of NexPlanar for the three months ended December 31, 2014.  For purposes of the pro forma condensed combined balance sheet, we utilized the unaudited historical balance sheet of NexPlanar included in this Form 8-K/A.

The unaudited pro forma condensed combined statement of income for the year ended September 30, 2015 gives effect to the Acquisition as if it had occurred on October 1, 2014, the beginning of our fiscal year.  The unaudited pro forma condensed combined balance sheet gives effect to the Acquisition as if it had occurred on September 30, 2015.  The historical condensed combined financial information has been adjusted to give effect to pro forma events that are: 1) directly attributable to the Acquisition; 2) factually supportable; and 3) with respect to the statement of income, expected to have a continuing impact on the combined results.  In the opinion of management, all adjustments necessary to present fairly the unaudited pro forma condensed combined financial information have been made.  The assumptions underlying the pro forma adjustments are described fully in the accompanying notes, which should be read in conjunction with the unaudited pro forma condensed combined financial information.

The Acquisition is being accounted for as a business combination using the acquisition method of accounting under the provisions of Accounting Standards Codification ("ASC") Topic 805, "Business Combinations" ("ASC 805"), and using the fair value concepts defined in ASC Topic 820, "Fair Value Measurements" ("ASC 820").  ASC 820 defines the term "fair value" and sets forth the valuation requirements for any asset or liability measured at fair value, expands related disclosure requirements and specifies a hierarchy of valuation techniques based on the nature of the inputs used to develop fair value measures.  Fair value is defined in ASC 820 as "the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date".  This is an exit price concept for the valuation of the asset or liability.  In addition, market participant are assumed to be buyers and sellers in the principal (or the most advantageous) market for the asset or liability.  Many of these fair value measurements can be highly subjective, and it is possible that other professionals, applying reasonable judgment to the same facts and circumstances, could develop and support a range of alternative estimated amounts.  Under ASC 805, all assets acquired and liabilities assumed are recorded at their acquisition date fair value.  The allocation of the purchase price as reflected in the unaudited pro forma condensed combined financial information is based upon management's internally developed preliminary estimates of the fair market value of the assets acquired and liabilities assumed, as if the Acquisition had occurred on the above dates.  This allocation of the purchase price depends upon certain estimates and assumptions, all of which are preliminary and, in some instances, are incomplete and have been made solely for the purpose of developing the unaudited pro forma condensed combined financial information.  Any adjustments to the preliminary estimated fair value amounts could have a significant impact on the unaudited pro forma condensed combined financial information contained herein, and our future results of operations and financial position.

The unaudited pro forma condensed combined financial information is for informational purposes only and should not be considered indicative of actual results that would have been achieved if NexPlanar had been acquired and the other transactions had been completed on the date or for the periods presented, and does not purport to indicate the results of operations or financial position as of any future date or for any future period.

1

CABOT MICROELECTRONICS CORPORATION
PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME
FOR THE YEAR ENDED SEPTEMBER 30, 2015
(in thousands, except per share amounts)
	Historical
	Cabot					Pro Forma				Pro Forma
	Microelectronics		NexPlanar			Adjustments			Note 4	Combined
Revenue	$	414,097	$	23,228						$	437,325
Cost of goods sold		201,866		15,210			4,571		a)		221,647
Gross profit		212,231		8,018			(4,571	)			215,678
Operating expenses:
Research, development and technical		59,778		2,964							62,742
Selling and marketing		24,983		4,839			1,870		a)		31,692
General and administrative		52,430		4,080			(526	)	b)		55,984
Total operating expenses		137,191		11,883			1,344				150,418
Operating income		75,040		(3,865	)		(5,915	)			65,260
Interest expense		4,524		595			(595	)	c)		4,524
Other income (expense), net		681		0							681
Income (loss) before income taxes		71,197		(4,460	)		(5,320	)			61,417
Provision (benefit) for income taxes		15,051		(4	)		(1,862	)	d)		13,185
Net income	$	56,146	$	(4,456	)	$	(3,458	)		$	48,232
Basic earnings per share	$	2.32								$	1.99
Weighted-average basic shares outstanding		24,040									24,040
Diluted earnings per share	$	2.26								$	1.94
Weighted-average diluted shares outstanding		24,632									24,632
See accompanying notes to the unaudited pro forma condensed combined financial information

2

CABOT MICROELECTRONICS CORPORATION
PRO FORMA CONDENSED COMBINED BALANCE SHEET
SEPTEMBER 30, 2015
(in thousands)
	Historical
	Cabot						Pro Forma				Pro Forma
	Microelectronics			NexPlanar			Adjustments			Note 4	Combined
ASSETS
Current assets:
Cash and cash equivalents	$	354,190		$	16,334		$	(142,321	)	e)	$	228,203
Accounts receivable, less allowance for doubtful accounts		49,405			2,889							52,294
Inventories		70,678			2,083			403		f)		73,164
Prepaid expenses and other current assets		12,840			1,712							14,552
Deferred income taxes		7,395			0							7,395
Total current assets		494,508			23,018			(141,918	)			375,608
Property, plant and equipment, net		93,743			4,714			242		g)		98,699
Goodwill		40,442			0			59,626		h)		100,068
Other intangible assets, net		4,565			0			61,000		i)		65,565
Deferred income taxes		12,212			0			17,200		j)		29,412
Other long-term assets		15,004			60							15,064
Total assets	$	660,474		$	27,792		$	(3,850	)		$	684,416
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	15,448		$	962						$	16,410
Current portion of long-term debt		8,750			0							8,750
Accrued expenses, income taxes payable and other current liabilities		36,446			1,960							38,406
Total current liabilities		60,644			2,922			0				63,566
Long-term debt, net of current portion		155,313			0							155,313
Deferred income taxes		76			0			21,400		j)		21,476
Other long-term liabilities		15,477			225							15,702
Total liabilities		231,510			3,147			21,400				256,057
Commitments and contingencies
Stockholders' equity:
Common stock		33			0							33
Preferred stock		0			1,860			(1,860	)	k)
Capital in excess of par value of common stock		495,673			76,367			(76,367	)	k)		495,673
Retained earnings		284,088			(53,582	)		52,977		k)		283,483
Accumulated other comprehensive loss		(6,090	)		0							(6,090	)
Treasury stock at cost		(344,740	)		0							(344,740	)
Total stockholders' equity		428,964			24,645			(25,250	)			428,359
Total liabilities and stockholders' equity	$	660,474		$	27,792		$	(3,850	)		$	684,416
See accompanying notes to the unaudited pro forma condensed combined financial information

3

Cabot Microelectronics Corporation

Notes to Unaudited Pro Forma Condensed Combined Financial Information

(in 000s)

Note 1. Basis of Pro Forma Presentation

The unaudited pro forma condensed combined statement of income for the year ended September 30, 2015 was derived from the audited consolidated financial statements included in our Annual Report on Form 10-K ("FY15 Form 10-K") for the fiscal year ended September 30, 2015, and the unaudited historical financial information of NexPlanar for the same period, and has been prepared as if our Acquisition had occurred on October 1, 2014.  The unaudited pro forma condensed combined balance sheet as of September 30, 2015 combines the consolidated balance sheet included in our FY15 Form 10-K with the historical unaudited balance sheet for NexPlanar for the same period, and has been prepared as if our Acquisition had occurred on September 30, 2015.  The unaudited pro forma condensed combined financial information herein has been prepared to illustrate the effects of the Acquisition in accordance with U.S. GAAP and pursuant to Article 11 of Regulation S-X.

NexPlanar's audited historical financial statements for the year ended December 31, 2014 and unaudited condensed financial statements as of and for the nine months ended September 30, 2015 are included in this Current Report on Form 8-K/A.  These statements should be read in conjunction with such historical financial statements.  The historical financial information is adjusted in the unaudited pro forma condensed financial statements to give effect to pro forma adjustments that are: (1) directly attributable to the Acquisition; (2) factually supportable; and (3) with respect to the pro forma condensed statement of income, expected to have a continuing impact on the combined results.  As discussed in Note 3, the historical financial statements of NexPlanar have been adjusted to reflect certain reclassifications to conform to our financial statement presentation.

We have accounted for the Acquisition under the acquisition method of accounting in accordance with the authoritative guidance on business combinations under the provisions of ASC 805.  The allocation of the purchase price as reflected in the unaudited pro forma condensed combined financial information was based on a preliminary valuation of the assets acquired and liabilities assumed, and the accounting is subject to revision as more detailed analyses are completed and additional information about the fair value of assets acquired and liabilities assumed becomes available.  The final purchase price allocation may include changes to the amount of intangible assets, goodwill, deferred taxes, and purchased internal research and development, as well as other items.  Accordingly, the pro forma adjustments are preliminary and have been made solely for the purpose of providing unaudited pro forma condensed combined financial information.  Differences between these preliminary estimates and the final purchase accounting may occur, and these differences could be material.

The unaudited pro forma condensed combined financial information is presented solely for informational purposes and is not necessarily indicative of the combined results of operations or financial position that might have been achieved for the periods presented, nor is it necessarily indicative of the future results of the combined company.  The unaudited pro forma condensed combined financial information does not reflect any cost savings from future operating synergies or integration activities, if any, or any revenue, tax, or other synergies, if any, that could result from the Acquisition.

4

Cabot Microelectronics Corporation

Notes to Unaudited Pro Forma Condensed Combined Financial Information

(in 000s)

The following table presents the NexPlanar historical unaudited statements of operations for the nine months ended September 30, 2015, included as Exhibit 99.2 in this Form 8-K/A, and the three months ended December 31, 2014, which, when combined, represent the unaudited statement of income for the year ended September 30, 2015 presented in the unaudited pro forma statement of income.

NexPlanar Corporation	Nine Months			Three Months			Year
Unaudited Statements of Operations	Ended			Ended			Ended
(in thousands)	9/30/15			12/31/14			9/30/15
Revenue, net	$	12,106		$	3,900		$	16,006
Revenue - related party, net		5,487			1,735			7,222
Net revenue		17,593			5,635			23,228
Cost of goods sold		11,715			3,495			15,210
Gross margin		5,878			2,140			8,018
Research and development		2,302			662			2,964
Selling and marketing		3,444			1,395			4,839
General and administrative		3,159			921			4,080
Operating loss		(3,027	)		(838	)		(3,865	)
Interest and other expense, net		444			151			595
Loss before income taxes		(3,471	)		(989	)		(4,460	)
Provision (benefit) for income taxes		0			(4	)		(4	)
Net loss	$	(3,471	)	$	(985	)	$	(4,456	)

5

Cabot Microelectronics Corporation

Notes to Unaudited Pro Forma Condensed Combined Financial Information

(in 000s)

Note 2. Description of Transaction and Preliminary Purchase Price Allocation

On October 22, 2015, the Company completed the Acquisition of 100% of the stock of NexPlanar, which was a privately held, U.S. based company that specializes in the development, manufacture and sale of advanced CMP pad solutions for the semiconductor industry.  The total cash outlay of $142,321 was paid from our available cash balance and was comprised of $141,716 in total purchase consideration and, as discussed further in Note 4e, $605 charged to compensation expense subsequent to the acquisition date related to the cash settlement of certain NexPlanar stock options.  A portion of the purchase price was deposited with an escrow agent to fund payment obligations with respect to post-closing purchase price adjustments and indemnification obligations.  This Acquisition expands our polishing pad portfolio by adding a complementary pad technology for which we believe we can leverage our global infrastructure to better serve our customers on a global basis, including offering performance-advantaged slurry and pad consumable sets.

The following table summarizes the preliminary purchase price allocation as if the Acquisition had occurred on September 30, 2015, which is the assumed acquisition date for the purpose of the pro forma balance sheet:

   Total purchase consideration $ 141,716

Cash	$	16,334
Accounts receivable		2,889
Inventories		2,486
Prepaid expenses and other current assets		1,712
Property, plant and equipment		4,956
Other long-term assets		60
Intangible assets		61,000
Deferred tax assets		17,200
Accounts payable		(962	)
Accrued expenses and other current liabilities		(1,960	)
Other long-term liabilities		(225	)
Deferred tax liabilities		(21,400	)
Total identifiable net assets		82,090
Goodwill		59,626
	$	141,716

Intangible assets primarily consist of developed technology assets, in-process technology, trade names and customer relationships.  The excess of the acquisition consideration over the fair value of the net assets acquired is allocated to goodwill.  The goodwill of $59,626 is primarily attributable to anticipated revenue growth from the combination of pad technologies and expected synergies from the merger of operations, and is not expected to be deductible for tax purposes.  Any changes to the preliminary estimates of fair value of the assets acquired and liabilities assumed upon the completion of our fair value assessment will be allocated to goodwill.

6

Cabot Microelectronics Corporation

Notes to Unaudited Pro Forma Condensed Combined Financial Information

(in 000s)

Note 3. Reclassification of Historical NexPlanar Financial Information

Certain reclassification adjustments have been made to NexPlanar's historical financial statements to conform to our statement of income and balance sheet presentation:

Financial Statement Line Item	Historical NexPlanar Amount			Reclassification Adjustment			Revised Historical NexPlanar Amount
Statement of Operations year ended September 30, 2015
Revenue, net	$	16,006		$	(16,006	)	$	-
Revenue - related parties, net		7,222			(7,222	)		-
Revenue		-			23,228			23,228
Interest and other expense, net		595			(595	)		-
Interest expense		-			595			595
Balance Sheet as of September 30, 2015
Accounts receivable		2,452			(2,452	)		-
Accounts receivable - related parties		437			(437	)		-
Accounts receivable, less allowance for doubtful accounts		-			2,889			2,889
Accrued payroll and related benefits		1,063			(1,063	)		-
Other accrued expenses		844			(844	)		-
Short-term portion of other long-term liabilities		53			(53	)		-
Accrued expenses, income taxes payable and other current liabilities		-			1,960			1,960
Preferred stock series F		1			(1	)		-
Preferred stock series E		1			(1	)		-
Preferred stock series E warrants		182			(182	)		-
Preferred stock series D-X and D-1X		1			(1	)		-
Preferred stock series D warrants		124			(124	)		-
Preferred stock series C-X		2			(2	)		-
Preferred stock series C warrants		1,549			(1,549	)		-
Preferred stock		-			1,860			1,860
Additional paid-in capital		76,367			(76,367	)		-
Capital in excess of par value of common stock		-			76,367			76,367
Accumulated deficit		(53,582	)		53,582			-
Retained earnings	$	-		$	(53,582	)	$	(53,582	)

7

Cabot Microelectronics Corporation

Notes to Unaudited Pro Forma Condensed Combined Financial Information

(in 000s)

Note 4. Pro Forma Adjustments

The pro forma adjustments included in the pro forma condensed combined financial information are as follows:

a) Record the preliminary estimate of amortization expense for the year ended September 30, 2015 related to the acquired identifiable intangible assets calculated as if the Acquisition had occurred on October 1, 2014.  See Note i for more information on the fair value of intangible assets acquired, and the related useful lives and method of amortization used.  The amortization expense does not include any amounts for in-process technology shown in Note i.

	Year ended
Amortization of intangible assets	September 30, 2015
Cost of goods sold	$	4,571
Selling and marketing		1,870
Total amortization expense	$	6,441

b) Eliminate $526 in transaction costs recorded as general and administrative expense in connection with the Acquisition.

c) Eliminate $595 in of historical NexPlanar interest expense related to debt repaid prior to the acquisition date.

d) Record $1,862 for the tax effect of the pro forma adjustments using an estimated statutory tax rate of 35.0%.

e) Record $142,321 in cash paid at the acquisition date.  The total cash paid represents $141,716 in purchase consideration and $605 in compensation expense recorded subsequent to the acquisition date.  The compensation expense related to certain unvested NexPlanar stock options settled in cash at the acquisition date.  The unaudited pro forma condensed combined statement of income does not include the $605 of compensation expense as a pro forma adjustment as this expense represents a non-recurring item.

	September 30,
Cash paid	2015
Cash paid for purchase consideration	$	141,716
Cash paid and charged to expense		605
Total cash paid at acquisition	$	142,321

f) Record $403 for the step-up of inventory to its estimated net realizable value as of September 30, 2015.

g) Record $242 for the step-up of property, plant and equipment to its estimated fair value as of September 30, 2015. The effect of the step-up is not expected to have a material effect on depreciation expense, so no proforma adjustment has been presented for depreciation expense

h) Record $59,626 for the preliminary goodwill for the purchase consideration in excess of the fair value of net assets acquired assuming the acquisition had occurred on September 30, 2015.

8

Cabot Microelectronics Corporation

Notes to Unaudited Pro Forma Condensed Combined Financial Information

(in 000s)

i) Record the preliminary fair value of identifiable intangible assets as of September 30, 2015.

	Preliminary Fair Value		Useful Life (in years)		Method of Amortization
Trade names	$	8,000		7	Straight-line
Customer relationships		8,000		11	Straight-line
Developed technology - product A		25,000		7	Straight-line
Developed technology - product B		8,000		8	Straight-line
In-process technology		12,000		9	see note a
Total identifiable intangible assets	$	61,000

j) Record the estimated fair value of deferred tax assets and liabilities related to the Acquisition as of September 30, 2015 using an estimated U.S. statutory tax rate of 35.0%.  This estimate of deferred taxes was determined based on the difference between the book basis and tax basis for assets acquired and liabilities assumed, and is subject to change based upon our final determination of the fair value of assets acquired and liabilities assumed.  The deferred taxes recognized primarily relate to net operating loss carryforwards (NOLs) and differences between the book and tax basis of identifiable intangible assets and goodwill. Based on our initial study pursuant to Internal Revenue Code section 382, we expect that we will be able to utilize the NOLs in the future.

	September 30,
Deferred tax assets and liabilities	2015
Non-current deferred tax assets	$	17,200
Non-current deferred tax liabilities	$	21,400

k) Eliminate the historical equity balances of NexPlanar as of September 30, 2015 and $605 in for settlement of NexPlanar stock options charged to expense immediately after the acquisition.

	September 30,
Equity adjustments	2015
Preferred stock
Reverse historical NexPlanar balance	$	(1,860	)
Capital in excess of par value of common stock
Reverse historical NexPlanar balance	$	(76,367	)
Retained earnings
Reverse historical NexPlanar balance	$	53,582
Cash paid for settlement of stock options charged to expense		(605	)
Total retained earnings adjustments	$	52,977

9