v3.26.1
DEBT
6 Months Ended
Jun. 30, 2026
Debt Disclosure [Abstract]  
DEBT DEBT
Total debt consists of the following as of the dates presented (in thousands):
June 30,December 31,
20262025
Debt, current portion
Surplus note$367 $1,103 
5.625% Senior unsecured notes
— 100,000 
Long-Term Debt
7.75% Senior unsecured notes
100,000 — 
Total principal amount100,367 101,103 
Less: unamortized debt issuance costs
(2,515)(622)
Total debt, net
$97,852 $100,481 
Surplus Note
On November 9, 2006, UPCIC entered into a $25.0 million surplus note (“Surplus Note”) with the State Board of Administration of Florida under Florida’s Insurance Capital Build-Up Incentive Program. The Surplus Note has a 20-year term and accrues interest that adjusts quarterly based on the 10-year Constant Maturity Treasury Index. The Surplus Note carrying amount is included in UPCIC’s statutory capital and surplus. UPCIC was in compliance with the terms of the surplus note as of June 30, 2026.
The Surplus Note bore interest at the effective rate of 3.38% in the six month period ended June 30, 2026, and the effective interest rate of 5.35% for the period ended December 31, 2025, and requires quarterly payments of $367 thousand, plus accrued interest. Any remaining unpaid principal and accrued interest are due at maturity on November 9, 2026.
Senior Unsecured Notes
2026 Notes
On November 23, 2021, the Company issued and sold $100.0 million of 5.625% Senior Unsecured Notes due 2026 (the “2026 Notes”) to certain institutional accredited investors and qualified institutional buyers under Note Purchase Agreements, which contain customary representations, warranties, and covenants. The 2026 Notes were issued in a private placement and later exchanged for registered notes with identical financial terms. The 2026 Notes bore interest at 5.625% per year, were scheduled to mature on November 30, 2026, and were governed by an indenture containing customary covenants and default provisions.
On June 17, 2026, the Company redeemed the full $100.0 million principal amount, plus accrued and unpaid interest to, but excluding, the redemption date. In connection with the redemption, the Company wrote off $295 thousand of unamortized debt issuance costs, which was recognized as a loss on debt extinguishment as part of interest and debt amortization costs in the condensed consolidated statements of income.
2031 Notes
On June 16, 2026, the Company issued $100.0 million of 7.75% Senior Unsecured Notes due June 30, 2031 (the “2031 Notes”). The Company used the net proceeds for general corporate purposes, including to fund the redemption of the 2026 Notes discussed above. Debt issuance costs totaling $2.5 million were capitalized and will be amortized over the term of the 2031 Notes.
The 2031 Notes bear interest at 7.75% per year, subject to adjustment if the rating assigned to the 2031 Notes is downgraded or subsequently upgraded. Interest is payable semi-annually in arrears on June 30 and December 30 of each year, beginning December 30, 2026. The Company may redeem the 2031 Notes, in whole or in part, at specified redemption prices plus accrued and unpaid interest. The 2031 Notes include covenants and default provisions, and as of June 30, 2026, the Company was in compliance with all applicable covenants, including financial covenants.
The 2031 Notes are unsecured senior obligations of the Company, are not obligations of, and are not guaranteed by, any subsidiary of the Company. The Notes rank equally in right of payment to the Unsecured Revolving Facility described below.
Unsecured Revolving Facility
On May 29, 2026, the Company entered into a committed and unsecured $50.0 million revolving credit line with JP Morgan Chase Bank, N.A., which succeeded the prior $50.0 million facility dated May 30, 2025. The credit facility matures on May 28, 2027, 364 days after inception, is subject to annual renewal, and bears interest on outstanding borrowings at the prime rate plus 2.0%. The Company pays an annual commitment fee of 0.375% of the unused portion of the commitment. As of June 30, 2026, there were no outstanding borrowings under the facility, and the Company was in compliance with all applicable financial and other covenants.
Interest Expense
The following table provides interest expense related to debt during the periods presented (in thousands):
Three Months Ended
June 30,
Six Months Ended
June 30,
2026202520262025
Interest Expense:
Surplus note
$$24 $19 $53 
5.625% Senior unsecured notes
1,199 1,407 2,605 2,813 
7.75% Senior unsecured notes
323 — 323 — 
Non-cash expense (1)
466 177 643 354 
Total
$1,995 $1,608 $3,590 $3,220 
(1) Represents amortization of debt issuance cost