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Prospect Capital Reports September 2020 Quarterly Results, Declares 39th, 40th, and 41st Consecutive $0.06 per Common Share Monthly Cash Distributions, Declares 1st Monthly Cash Preferred Share Distribution, and Announces 3% Increase in Net Asset Value per

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Prospect Capital Corporation (PSEC) reported Q1 fiscal 2021 net investment income of $57.5 million, or $0.15 per share, down from $71.1 million or $0.19 per share year-over-year. Total net income surged to $167.7 million from $18.1 million a year prior, with per share net income at $0.45. Distributions remain stable at $0.18 per share. Notably, NAV increased to $8.40 from $8.18 quarter-over-quarter. PSEC announced cash distributions of $0.06 per share for the next three months, yielding 14.5% based on a share price of $4.97. The company plans to enhance NII through various strategic initiatives.

Positive
  • Total net income increased to $167.7 million from $18.1 million year-over-year.
  • NAV per share rose to $8.40, up from $8.18 quarter-over-quarter.
  • Monthly cash distributions of $0.06 per share declared for November, December, and January.
  • Cumulative distributions for original common shareholders now exceed $18.36 per share.
Negative
  • Net investment income declined to $57.5 million, down from $71.1 million year-over-year.
  • NII per share decreased to $0.15 from $0.19 compared to the same quarter last year.

NEW YORK, Nov. 09, 2020 (GLOBE NEWSWIRE) -- Prospect Capital Corporation (NASDAQ: PSEC) (“Prospect”, “our”, or “we”) today announced financial results for our fiscal quarter ended September 30, 2020.

FINANCIAL RESULTS

All amounts in $000’s except
per share amounts (on weighted average
basis for period numbers)
Quarter Ended

September
30, 2020
Quarter Ended

June 30
, 2020
Quarter Ended

September
30, 2019
    
Net Investment Income (“NII”)$57,545$58,273$71,060
Interest as % of Total Investment Income92.6%88.8%90.2%
    
NII per Common Share$0.15$0.16$0.19
    
Net Income$167,746$162,613$18,065
Net Income per Common Share$0.45$0.44$0.05
    
Distributions to Common Shareholders$67,861$66,823$66,111
Distributions per Common Share$0.18$0.18$0.18
    
Since October 2017 NII per Common Share$2.34$2.19$1.66
Since Oct 2017 Distributions per Common Share$2.16$1.98$1.44
Since Oct 2017 NII Less Distributions per Common Share$0.18$0.21$0.22
    
NAV per Common Share at Period End$8.40$8.18$8.87
    
Net of Cash Debt to Equity Ratio69.8%
69.6%66.3%
Net of Cash Asset Coverage of Debt Ratio247%244%243%
    
Unsecured Debt as % of Total Debt88.6%89.1%95.2%
Unsecured and Non-Recourse Debt as % of Total Debt100%100%100%


CASH COMMON SHAREHOLDER DISTRIBUTION DECLARATION

Prospect is declaring distributions to common shareholders as follows:

Monthly Cash Common Shareholder DistributionRecord DatePayment DateAmount ($ per share)
November 202011/30/202012/24/2020$0.0600
December 202012/31/202001/21/2021$0.0600
January 202101/29/202102/18/2021$0.0600

These monthly cash distributions represent the 39th, 40th, and 41st consecutive $0.06 per share distributions to common shareholders.

Prospect expects to declare February 2021, March 2021, and April 2021 distributions to common shareholders in February 2021.

Based on the declarations above, Prospect’s closing stock price of $4.97 at November 6, 2020 delivers to our common shareholders an annualized distribution yield of 14.5%.

Taking into account past distributions and our current share count for declared distributions, Prospect since inception through our January 2021 distribution will have distributed $18.36 per share to original common shareholders, aggregating over $3.2 billion in cumulative distributions to all common shareholders.

Since October 2017, our NII per share has aggregated $2.34 while our common shareholder distributions per share have aggregated $2.16, resulting in our NII exceeding distributions during this period by $0.18 per share.

Initiatives focused on enhancing accretive NII per share growth include (1) our recently announced $1 billion targeted perpetual preferred equity program, (2) a greater utilization of our cost efficient revolving credit facility (with an incremental cost of approximately 1.3% at today’s one month Libor), (3) retirement of higher cost liabilities, and (4) increased originations in senior secured debt and selected equity investments to deliver targeted risk-adjusted yields and total returns as we deploy available capital from our current underleveraged balance sheet.

Our senior management team and employee insider ownership is currently over 27% of shares outstanding, representing over $850 million of our net asset value.

CASH PREFERRED SHAREHOLDER DISTRIBUTION DECLARATION

Prospect is declaring distributions to preferred shareholders based on an annual rate equal to 5.50% of the stated value of $25 per share, from the date of issuance or, if later, from the most recent dividend payment date, as follows:

Monthly Cash Preferred Shareholder DistributionRecord DatePayment DateMonthly Amount ($ per share), before pro ration for partial periods
October and November 202011/18/202012/1/2020$0.114583


PORTFOLIO UPDATE AND INVESTMENT ACTIVITY

All amounts in $000’s except
per unit amounts

As ofAs of
September 30, 2020June 30, 2020
   
Total Investments (at fair value)$5,386,385$5,232,328
Number of Portfolio Companies122121
% Controlled Investments (at fair value)42.8%43.2%
   
Secured First Lien
45.9%46.9%
Other Senior Secured Debt24.1%24.4%
Subordinated Structured Notes13.6%13.5%
Unsecured and Other Debt1.0%1.0%
Equity Investments15.4%14.2%
Mix of Investments with Underlying Collateral Security83.6%84.8%
   
Annualized Current Yield – All Investments9.7%9.7%
Annualized Current Yield – Performing Interest Bearing Investments11.6%11.4%
   
Top Industry Concentration(1)15.4%15.2%
Retail Industry Concentration(1)0%0%
Energy Industry Concentration(1)1.2%1.6%
Hotels, Restaurants & Leisure Concentration(1)0.4%0.4%
   
Non-Accrual Loans as % of Total Assets (2)0.7%0.9%
   
Weighted Average Portfolio Net Leverage(3)4.40x4.51x
Weighted Average Portfolio EBITDA(3)$78,548$71,970

(1)   Excluding our underlying industry-diversified structured credit portfolio.
(2)   Calculated at fair value.
(3)   For additional disclosure see “Weighted Average Portfolio EBITDA and Net Leverage” at the end of this release.

During the September 2020 and June 2020 quarters, our investment origination and repayment activity was as follows:

All amounts in $000’s

Quarter EndedQuarter Ended
September 30, 2020June 30, 2020
   
Total Originations$177,141$56,867
   
Real Estate10.4%
52.8%
Agented Sponsor Debt31.4%35.8%
Non-Agented Debt28.2%0.0%
Corporate Yield Buyouts16.3%8.5%
Rated Secured Structured Notes13.7%2.9%
Total Repayments$145,410$72,382
   
Originations, Net of Repayments$31,731($15,515)

Note: “Agented” debt refers to non-control debt investments where Prospect acts as the administrative agent or similar role, while “Non-agented” debt refers to non-control debt investments where Prospect has no such role. “Sponsor” refers to third-party institutional ownership.

We have invested in structured credit investments benefiting from individual standalone financings non-recourse to Prospect with our risk limited in each case to our net investment. At September 30, 2020 and June 30, 2020, our subordinated structured note portfolio at fair value consisted of the following:

All amounts in $000’s except
per unit amounts
As ofAs of
September 30, 2020June 30, 2020
   
Total Subordinated Structured Notes
$730,514$708,961
   
# of Investments3939
   
TTM Average Cash Yield(1)(2)13.8%17.4%
Annualized Cash Yield(1)(2)(3)7.1%13.0%
Annualized GAAP Yield on Fair Value(1)(2)13.6%12.5%
Annualized GAAP Yield on Amortized Cost(2)9.0%8.1%
   
Cumulative Cash Distributions$1,224,434$1,211,395
% of Original Investment87.5%86.6%
   
# of Underlying Collateral Loans1,6581,658
Total Asset Base of Underlying Portfolio$17,348,603$17,530,303
   
Prospect TTM Default Rate2.20%1.46%
Broadly Syndicated Market TTM Default Rate4.17%3.23%
Prospect Default Rate Outperformance vs. Market1.97%1.77%

(1)   Calculation based on fair value.
(2)   Excludes investments being redeemed.
(3)   In the current quarter ending 12/31/2020, we have so far received scheduled quarterly payments on 37 out of 39 subordinated structured notes we hold. If we calculated the Annualized Cash Yield using these most recent payments, such cash yield would be 17.5% vs. the 7.1% shown in the table above for the quarter ended 9/30/2020.

To date, including called investments being liquidated, we have exited nine subordinated structured notes totaling $263.4 million with an expected pooled average realized IRR of 16.7% and cash on cash multiple of 1.48 times.

Since December 31, 2017 through today, 27 of our structured credit investments have completed multi-year extensions of their reinvestment periods (typically at reduced liability spreads and with increased weighted average life asset benefits). We believe further long-term optionality upside exists in our structured credit portfolio through additional refinancings and reinvestment period extensions.

To date during the December 2020 quarter, we have completed new and follow-on investments as follows:

All amounts in $000’s
Quarter Ended
December 31, 2020
  
Total Originations
$89,246
  
Agented Sponsor Debt64.4%
Non-Agented Debt21.6%
Real Estate14.0%
  
Total Repayments$82,265
Originations, Net of Repayments$6,981

CAPITAL AND LIQUIDITY

Our laddered funding profile includes a revolving credit facility (with 30 lenders), program notes, listed baby bonds, institutional bonds, convertible bonds, and our newly launched preferred stock. We have retired upcoming maturities, including a recent retirement in April 2020, and as of today have zero debt maturing until July 2022. On September 9, 2019, we completed an amendment of our existing revolving credit facility (the “Facility”) for Prospect Capital Funding, extending the term 5.0 years from such date. Pricing for amounts drawn under the Facility is one-month Libor plus 2.20%.

The combined amount of our balance sheet cash and undrawn revolving credit facility commitments currently stands at approximately $501 million. Our total unfunded eligible commitments to non-control portfolio companies totals approximately $22 million.

All amounts in $000’sAs of
September 30, 2020
As of
June 30, 2020
Net of Cash Debt to Equity Ratio69.8%69.6%
% of Interest-Bearing Assets at Floating Rates85.9%85.9%
% of Liabilities at Fixed Rates88.6%89.1%
   
% of Floating Loans with Libor Floors83.5%85.2%
Weighted Average Libor Floor1.66%1.67%
   
Unencumbered Assets$3,907,362$3,772,478
% of Total Assets71.9%71.2%

The below table summarizes our September 2020 quarter term debt issuance and repurchase/repayment activity:

All amounts in $000’sPrincipalRateMaturity
Debt Issuances
   
Prospect Capital InterNotes®$38,6574.75% - 6.00%July 15, 2025 – October 15, 2030
Debt Repurchases/Repayments   
2022 Notes$29,4204.95%July 2022
Prospect Capital InterNotes®$5654.75% - 6.75%July 2024 – September 2043

$1.0775 billion of Facility commitments have closed to date with 30 lenders. An accordion feature allows the Facility, at Prospect's discretion, to accept up to $1.5 billion of commitments. The Facility matures September 9, 2024. The Facility includes a revolving period that extends through September 9, 2023, followed by an additional one-year amortization period, with distributions allowed to Prospect after the completion of the revolving period.

On November 7, 2019, we commenced a tender offer to purchase up to $50.0 million of our convertible notes that mature in July 2022 (“2022 Notes”). On December 7, 2019, $13.4 million was validly tendered and accepted, representing 4.4% of the outstanding notes. On December 23, 2019, we commenced a tender offer to purchase up to $25.0 million of the 2022 Notes. On January 22, 2020, $1.3 million was validly tendered and accepted, representing 0.5% of the outstanding notes. We repurchased an additional $32.6 million of the 2022 Notes during the March 2020 quarter. On July 23, 2020, we commenced a tender offer to purchase up to $100.0 million of the 2022 Notes during the September 2020 quarter. On August 20, 2020, $29.4 million was validly tendered and accepted, representing 11.4% of the outstanding notes. On September 3, 2020, we commenced a tender offer to purchase for cash any and all of the 2022 Notes during the September 2020 quarter. On October 2, 2020, $6.035 million was validly tendered and accepted representing 2.64% of the outstanding notes.

On March 20, 2020, we commenced a tender offer to purchase up to $234.4 million of our unsecured notes that mature in June 2024 (“2024 Notes”). On March 31, 2020, $655 thousand was validly tendered and accepted.

We currently have seven separate unsecured debt issuances aggregating $1.2 billion outstanding, not including our program notes, with laddered maturities extending to June 2029. At September 30, 2020, $718.3 million of program notes were outstanding with laddered maturities through October 2043.

On August 3, 2020, we launched a $1 billion 5.50% perpetual preferred stock offering. Prospect expects to use the net proceeds from the Offering to maintain and enhance balance sheet liquidity, including repaying our credit facility and purchasing high quality short-term debt instruments, and to make long-term investments in accordance with our investment objective. The preferred stock provides Prospect with a diversified source of accretive fixed-rate capital without creating maturity risk due to the perpetual term.

Prospect holds recently reaffirmed investment grade company ratings from Standard & Poor’s (BBB-), Moody’s (Baa3), Kroll (BBB-), and Egan-Jones (BBB). Maintaining our investment grade ratings with prudent asset, liability, and risk management is an important objective for Prospect.

DIVIDEND REINVESTMENT PLAN

We have adopted a dividend reinvestment plan (also known as a “DRIP”) that provides for reinvestment of our distributions on behalf of our shareholders, unless a shareholder elects to receive cash. On April 17, 2020, our board of directors approved amendments to the Company’s DRIP, effective May 21, 2020. These amendments principally provide for the number of newly-issued shares pursuant to the DRIP to be determined by dividing (i) the total dollar amount of the distribution payable by (ii) 95% of the closing market price per share of our stock on the valuation date of the distribution (providing a 5% discount to the market price of our common stock), a benefit to shareholders who participate.

HOW TO PARTICIPATE IN OUR DIVIDEND REINVESTMENT PLAN

Shares held with a broker or financial institution

Many shareholders have been automatically “opted out” of our DRIP by their brokers. Even if you have elected to automatically reinvest your PSEC stock with your broker, your broker may have “opted out” of our DRIP (which utilizes DTC’s dividend reinvestment service), and you may therefore not be receiving the 5% pricing discount. Shareholders interested in participating in our DRIP to receive the 5% discount should contact their brokers to make sure each such DRIP participation election has been made through DTC. In making such DRIP election, each shareholder should specify to one’s broker the desire to participate in the "Prospect Capital Corporation DRIP through DTC" that issues shares based on 95% of the market price (a 5% discount to the market price) and not the broker's own "synthetic DRIP” plan (if any) that offers no such discount. Each shareholder should not assume one’s broker will automatically place such shareholder in our DRIP through DTC. Each shareholder will need to make this election proactively with one’s broker or risk not receiving the 5% discount. Each shareholder may also consult with a representative of such shareholder’s broker to request that the number of shares the shareholder wishes to enroll in our DRIP be re-registered by the broker in the shareholder’s own name as record owner in order to participate directly in our DRIP.

Shares registered directly with our transfer agent

If a shareholder holds shares registered in the shareholder’s own name with our transfer agent (less than 0.1% of our shareholders hold shares this way) and wants to make a change to how the shareholder receives dividends, please contact our plan administrator, American Stock Transfer and Trust Company LLC by calling (888) 888-0313 or by mailing American Stock Transfer and Trust Company LLC, 6201 15th Avenue, Brooklyn, New York 11219.

EARNINGS CONFERENCE CALL

Prospect will host an earnings call on Tuesday, November 10, 2020 at 11:00 am. Eastern Time. Dial 888-338-7333. For a replay prior to December 9, 2020 visit www.prospectstreet.com or call 877-344-7529 with passcode 10149913.


PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES
(in thousands, except share and per share data)

 September 30,
2020
 June 30,
20
20
Assets       
Investments at fair value:       
Control investments (amortized cost of $2,321,471 and $2,286,725, respectively)$2,307,572  $2,259,292 
Affiliate investments (amortized cost of $171,649 and $163,484, respectively)262,175  187,537 
Non-control/non-affiliate investments (amortized cost of $3,335,811 and $3,332,509, respectively)2,816,638  2,785,499 
Total investments at fair value (amortized cost of $5,828,931 and $5,782,718, respectively)5,386,385  5,232,328 
Cash28,303  44,561 
Receivables for:   
Interest, net11,011  11,712 
Other938  106 
Deferred financing costs on Revolving Credit Facility8,596  9,145 
Prepaid expenses907  1,248 
Due from broker1,892  1,063 
Due from Affiliate38   
Total Assets5,438,070  5,300,163 
Liabilities   
Revolving Credit Facility250,993  237,536 
Public Notes (less unamortized discount and debt issuance costs of $11,011 and $11,613, respectively)782,708  782,106 
Prospect Capital InterNotes® (less unamortized debt issuance costs of $12,959 and $12,802, respectively)705,362  667,427 
Convertible Notes (less unamortized debt issuance costs of $7,899 and $8,892, respectively)422,171  450,598 
Due to Prospect Capital Management41,232  42,481 
Interest payable17,374  29,066 
Dividends payable22,727  22,412 
Due to Prospect Administration8,164  7,000 
Accrued expenses5,654  3,648 
Due to broker  1 
Other liabilities658  2,027 
Total Liabilities2,257,043  2,244,302 
Commitments and Contingencies   
Net Assets$3,181,027  $3,055,861 
    
Components of Net Assets   
Common stock, par value $0.001 per share (1,880,000,000 common shares authorized; 378,776,958 and 373,538,499 issued and outstanding, respectively)$379  $374 
Paid-in capital in excess of par4,096,150  4,070,874 
Total distributable earnings (loss)(915,502)  (1,015,387)
Net Assets$3,181,027  $3,055,861 
Net Asset Value Per Share $8.40  $8.18 


PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share data)

 Three Months Ended September 30,
 2020 2019
Investment Income   
Interest income:   
Control investments$48,727  $50,866 
Affiliate investments7,362  239 
Non-control/non-affiliate investments51,250  61,950 
Structured credit securities24,900  32,901 
Total interest income132,239  145,956 
Dividend income:   
Control investments  3,800 
Non-control/non-affiliate investments25  454 
Total dividend income25  4,254 
Other income:   
Control investments9,071  11,383 
Non-control/non-affiliate investments1,545  290 
Total other income10,616  11,673 
Total Investment Income142,880  161,883 
Operating Expenses   
Base management fee26,850  28,463 
Income incentive fee14,386  17,765 
Interest and credit facility expenses34,049  38,898 
Allocation of overhead from Prospect Administration4,657  3,494 
Audit, compliance and tax related fees938  375 
Directors’ fees113  113 
Other general and administrative expenses4,342  1,715 
Total Operating Expenses85,335  90,823 
Net Investment Income57,545  71,060 
Net Realized and Net Change in Unrealized (Losses) Gains from Investments   
Net realized (losses) gains   
Control investments2,832   
Non-control/non-affiliate investments11  (2,198)
Net realized (losses) gains2,843  (2,198)
Net change in unrealized (losses) gains   
Control investments13,535  (39,021)
Affiliate investments66,473  18,020 
Non-control/non-affiliate investments27,836  (27,458)
Net change in unrealized (losses) gains107,844  (48,459)
Net Realized and Net Change in Unrealized (Losses) Gains from Investments110,687  (50,657)
Net realized gains (losses) on extinguishment of debt(486) (2,338)
Net (Decrease) Increase in Net Assets Resulting from Operations$167,746  $18,065 
Net increase in net assets resulting from operations per share$0.45  $0.05 
Dividends declared per share$(0.18) $(0.18)


PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES
ROLLFORWARD OF NET ASSET VALUE PER SHARE
(in actual dollars)

 Three Months Ended
September 30,
 2020 2019
Per Share Data   
Net asset value at beginning of period$8.18  $9.01 
Net investment income(1)0.15  0.19 
Net realized and change in unrealized gains (losses) (1)0.30  (0.14)
Net increase (decrease) from operations0.45  0.05 
Distributions of net investment income(0.18) (0.18)
Common stock transactions(2)(0.05) (0.01)
Net asset value at end of period$8.40  $8.87 

(1)   Per share data amount is based on the weighted average number of common shares outstanding for the period presented (except for dividends to shareholders which is based on actual rate per share).

(2)   Common stock transactions include the effect of issuances and repurchases of common stock, if any.

WEIGHTED AVERAGE PORTFOLIO EBITDA AND NET LEVERAGE

Weighted Average Portfolio Net Leverage (“Portfolio Net Leverage”) and Weighted Average Portfolio EBITDA (“Portfolio EBITDA”) provide clarity into the underlying capital structure of our portfolio debt investments and the likelihood that our overall portfolio will make interest payments and repay principal.         

Portfolio Net Leverage reflects the net leverage of each of our portfolio company debt investments, weighted based on the current debt principal outstanding of such investments. The net leverage for each portfolio company is calculated based on our investment in the capital structure of such portfolio company, with a maximum limit of 10.0x adjusted EBITDA. This calculation excludes debt subordinate to our position within the capital structure because our exposure to interest payment and principal repayment risk is limited beyond that point. Additionally, structured credit residual interests and equity investments, for which principal repayment is not fixed, are also not included in the calculation. The calculation does not exceed 10.0x adjusted EBITDA for any individual investment because 10.0x captures the highest level of risk to us. Portfolio Net Leverage provides us with some guidance as to our exposure to the interest payment and principal repayment risk of our overall debt portfolio. We monitor our Portfolio Net Leverage on a quarterly basis.

Portfolio EBITDA is used by Prospect to supplement Portfolio Net Leverage and generally indicates a portfolio company’s ability to make interest payments and repay principal. Portfolio EBITDA is calculated using the weighted average dollar amount EBITDA of each of our portfolio company debt investments. The calculation provides us with insight into profitability and scale of the portfolio companies within our overall debt investments.

These calculations include addbacks that are typically negotiated and documented in the applicable investment documents, including but not limited to transaction costs, share-based compensation, management fees, foreign currency translation adjustments and other nonrecurring transaction expenses.

Together, Portfolio Net Leverage and Portfolio EBITDA assist us in assessing the likelihood that we will timely receive interest and principal payments. However, these calculations are not meant to substitute for an analysis of our underlying portfolio company debt investments, but to supplement such analysis.

ABOUT PROSPECT CAPITAL CORPORATION

Prospect Capital Corporation (www.prospectstreet.com) is a business development company that focuses on lending to and investing in private businesses. Our investment objective is to generate both current income and long-term capital appreciation through debt and equity investments.

We have elected to be treated as a business development company under the Investment Company Act of 1940 (“1940 Act”). We are required to comply with regulatory requirements under the 1940 Act as well as applicable NASDAQ, federal and state rules and regulations. We have elected to be treated as a regulated investment company under the Internal Revenue Code of 1986.

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, whose safe harbor for forward-looking statements does not apply to business development companies. Any such statements, other than statements of historical fact, are highly likely to be affected by other unknowable future events and conditions, including elements of the future that are or are not under our control, and that we may or may not have considered; accordingly, such statements cannot be guarantees or assurances of any aspect of future performance. Actual developments and results are highly likely to vary materially from any forward-looking statements. Such statements speak only as of the time when made. We undertake no obligation to update any such statement now or in the future.

For additional information, contact:

Grier Eliasek, President and Chief Operating Officer
grier@prospectcap.com
Telephone (212) 448-0702

FAQ

What were the financial results of PSEC for Q1 fiscal 2021?

PSEC reported a net investment income of $57.5 million, or $0.15 per share, and total net income of $167.7 million, or $0.45 per share.

How much is the distribution per share for PSEC in the upcoming months?

PSEC declared a monthly distribution of $0.06 per share for November, December, and January.

What is the net asset value per share for PSEC?

As of September 30, 2020, PSEC's net asset value per share is $8.40.

What is the annualized distribution yield for PSEC based on recent share price?

The annualized distribution yield for PSEC is 14.5%, based on a closing stock price of $4.97.

How does PSEC plan to enhance net investment income?

PSEC plans to enhance net investment income through strategic initiatives including a $1 billion perpetual preferred equity program and increased originations.

Prospect Capital Corporation

NASDAQ:PSEC

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PSEC Stock Data

2.07B
312.60M
27.11%
9.65%
4.22%
Asset Management
Financial Services
Link
United States of America
NEW YORK