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Subsequent Events

Dielectrics Acquisition

As previously disclosed, on

February 1, 2018,

the Company acquired Dielectrics, Inc. pursuant to a stock purchase agreement and related agreements for an aggregate purchase price of

$80

million in cash. In connection with its acquisition of Dielectrics, the Company expects to expense approximately

$1.1

million in transaction costs in the

first

quarter of

2018.

Amended and Restated Credit Agreement

February 1, 2018,

the Company, as the borrower, entered into an unsecured

$70

million Amended and Restated Credit Agreement (the “Amended and Restated Credit Agreement”) with certain of the Company’s subsidiaries (the “Subsidiary Guarantors”) and Bank of America, N.A., in its capacity as the initial lender, Administrative Agent, Swingline Lender and L/C Issuer, and certain other lenders from time to time party thereto. The Amended and Restated Credit Agreement amends and restates the Company’s prior credit agreement, originally dated as of

December 2, 2013.

The credit facilities under the Amended and Restated Credit Agreement consist of a

$20

million unsecured term loan to UFP and an unsecured revolving credit facility, under which the Company

may

borrow up to

$50

million. The Amended and Restated Credit Facilities mature on

February 1, 2023.

The proceeds of the Amended and Restated Credit Agreement

may

be used for general corporate purposes, including funding the acquisition of Dielectrics, as well as certain other permitted acquisitions. Included in the Amended and Restated Credit Facilities is approximately

$0.6

million in standby letters of credit drawable as a financial guarantee on worker’s compensation insurance policies.

The Company’s obligations under the Amended and Restated Credit Agreement are guaranteed by the Subsidiary Guarantors.

The Amended and Restated Credit Facilities call for interest of LIBOR plus a margin that ranges from

1.0%

1.5%

or, at the discretion of the Company, the bank’s prime rate less a margin that ranges from

.25%

zero

. In both cases the applicable margin is dependent upon Company performance. Under the Amended and Restated Credit Agreement, the Company is subject to a minimum fixed-charge coverage financial covenant as well as a maximum total funded debt to EBITDA financial covenant. The Amended and Restated Credit Agreement contains other covenants customary for transactions of this type, including restrictions on certain payments, permitted indebtedness and permitted investments. As of

March 16, 2018,

the Company had approximately

$56

million in borrowings outstanding under the Amended and Restated Credit Facilities, which were used as partial consideration for the Dielectrics acquisition.

In connection with the Amended and Restated Credit Agreement, the Company entered into a

$20

million,

-year interest rate swap agreement under which the Company receives

three

-month LIBOR plus the applicable margin and pays a

2.7%

fixed rate plus the applicable margin. The swap modifies the Company’s interest rate exposure by converting the term loan from a variable rate to a fixed rate in order to hedge against the possibility of rising interest rates during the term of the loan.