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0001574197false00015741972026-01-292026-01-29



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
January 29, 2026
Date of report (date of earliest event reported)
FIVE POINT HOLDINGS, LLC
(Exact name of registrant as specified in its charter)
Delaware 001-38088 27-0599397
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
2000 FivePoint
4th Floor
Irvine
California
92618
(Address of Principal Executive Offices)
(Zip code)
(949) 349-1000
(Registrant’s telephone number, including area code)
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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading
Symbol(s)
Name of each exchange
on which registered
Class A common shares
FPH New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company  ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐



Item 2.02. Results of Operations and Financial Condition.
On January 29, 2026, Five Point Holdings, LLC issued a press release announcing its results of operations for the three months and twelve months ended December 31, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.
(d)    Exhibits.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)



SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned duly authorized.
Date: January 29, 2026
FIVE POINT HOLDINGS, LLC
By: /s/ Michael Alvarado
Name: Michael Alvarado
Title: Chief Operating Officer, Chief Legal Officer and Vice President


EX-99.1 2 ex-991xfphx123125x8k.htm EX-99.1 Document

Exhibit 99.1
Five Point Holdings, LLC Reports Fourth Quarter and Year-End 2025 Results
Fourth Quarter 2025 Highlights
•Valencia closed the sale of 13.8 acres of commercial land for a purchase price of $42.5 million.
•Great Park Venture sold 187 homesites on 19.7 acres of land for an aggregate base purchase price of $181.5 million.
•Great Park Venture distributions and incentive compensation payments to the Company totaled $73.6 million.
•Great Park builder sales of 78 homes during the quarter.
•Valencia builder sales of 70 homes during the quarter.
•Consolidated revenues of $75.9 million; consolidated net income of $58.7 million.
•Cash and cash equivalents of $425.5 million as of December 31, 2025.
•Debt to total capitalization ratio of 16.3% and liquidity of $643.0 million as of December 31, 2025.
•On October 21, 2025, increased the total borrowing capacity under our revolving credit facility to $217.5 million and extended the maturity date to July 2029.
Additional 2025 Highlights
•Great Park Venture sold 920 homesites on 75.6 acres of land for an aggregate base purchase price of $781.7 million.
•Great Park Venture distributions and incentive compensation payments to the Company totaled $319.9 million.
•Great Park builder sales of 611 homes during the year.
•Valencia builder sales of 238 homes during the year.
•Consolidated revenues of $110.0 million; consolidated net income of $183.5 million.
•In July 2025, closed the acquisition of a 75% interest in our new land banking venture, Hearthstone Residential Holdings, LLC, for $57.6 million.
•In September 2025, issued $450.0 million in new 8.000% Senior Notes due October 2030, and purchased or redeemed all of the existing $523.5 million 10.500% initial rate Senior Notes due January 2028.
•In September 2025, our senior notes and corporate ratings were respectively upgraded to B2/B2 by Moody’s Ratings and re-affirmed at B+/B by S&P Global Ratings, and we received initial ratings of BB-/B from Fitch Ratings.
Irvine, CA, January 29, 2026 (Business Wire) – Five Point Holdings, LLC (“Five Point” or the “Company”) (NYSE:FPH), an owner and developer of large mixed-use planned communities in California, today reported its fourth quarter and year-end 2025 results.
Dan Hedigan, President and Chief Executive Officer, said, “I am very pleased to report that we ended 2025 with another strong quarter, generating consolidated net income of $58.7 million, which allowed us to exceed the high end of our revised guidance by achieving record consolidated net income for the full year of $183.5 million. We ended the year with cash and cash equivalents totaling $425.5 million and total liquidity of $643.0 million. These results reflect continued pricing strength at the Great Park and disciplined execution across our platform in the face of challenging market conditions in the broader housing market. During the fourth quarter, we completed meaningful residential land sales at the Great Park and an industrial land sale at Valencia, and we secured critical entitlement approvals at both Valencia and the Great Park, which will accelerate future development and enhance long-term land value. As we enter 2026, we continue to monitor the impacts of affordability and consumer confidence as we focus on optimizing land sales across our communities. Our strong liquidity and reduced leverage levels provide us with capital allocation flexibility, including the ability to grow our asset-light revenue streams and create long-term value for our shareholders. Based on our current expectations, we believe that we will see consolidated annual net income for 2026 of approximately $100 million.”
Consolidated Results
Liquidity and Capital Resources
As of December 31, 2025, total liquidity of $643.0 million was comprised of cash and cash equivalents totaling $425.5 million and borrowing availability of $217.5 million under our unsecured revolving credit facility. Total capital was $2.3 billion, reflecting $3.2 billion in assets and $0.9 billion in liabilities and redeemable noncontrolling interests.
Results of Operations for the Three Months Ended December 31, 2025
1


Revenues. Revenues of $75.9 million for the three months ended December 31, 2025 were primarily generated from management services at our Great Park segment and land sales at our Valencia segment. At Valencia we closed the sale of 13.8 acres of commercial land for a purchase price of $42.5 million.
Equity in earnings from unconsolidated entities. Equity in earnings from unconsolidated entities was $44.9 million for the three months ended December 31, 2025. The Great Park Venture generated net income of $128.2 million during the three months ended December 31, 2025, and our share of the net income from our 37.5% percentage interest, adjusted for basis differences, was $44.2 million.
During the three months ended December 31, 2025, the Great Park Venture sold 187 homesites on 19.7 acres of land at the Great Park Neighborhoods for an aggregate purchase price of $181.5 million. The Great Park Venture made aggregate distributions of $154.6 million to holders of Percentage Interests during the three months ended December 31, 2025. We received $58.0 million for our 37.5% Percentage Interest.
Selling, general, and administrative. Selling, general, and administrative expenses were $16.0 million for the three months ended December 31, 2025.
Net income. Consolidated net income for the quarter was $58.7 million. Net income attributable to noncontrolling interests totaled $35.4 million, resulting in net income attributable to the Company of $23.3 million. Net income attributable to noncontrolling interests primarily represents the portion of income allocated to related party partners and members that hold units of the operating company and the San Francisco Venture. Holders of units of the operating company and the San Francisco Venture can redeem their interests for either, at our election, our Class A common shares on a one-for-one basis or cash. In connection with any redemption or exchange, our ownership of our operating subsidiaries will increase thereby reducing the amount of income allocated to noncontrolling interests in subsequent periods.
Results of Operations for the Twelve Months Ended December 31, 2025
Revenues. Revenues of $110.0 million for the twelve months ended December 31, 2025 were primarily generated from management services at our Great Park segment and land sales at our Valencia segment. At Valencia we closed the sale of 13.8 acres of commercial land for a purchase price of $42.5 million.
Equity in earnings from unconsolidated entities. Equity in earnings from unconsolidated entities was $203.6 million for the twelve months ended December 31, 2025. The Great Park Venture generated net income of $584.5 million during the twelve months ended December 31, 2025, and our share of the net income from our 37.5% percentage interest, adjusted for basis differences, was $201.3 million.
During the twelve months ended December 31, 2025, the Great Park Venture sold 920 homesites on 75.6 acres of land at the Great Park Neighborhoods for an aggregate purchase price of $781.7 million. The Great Park Venture made aggregate distributions of $672.0 million to holders of Percentage Interests during the twelve months ended December 31, 2025. We received $252.0 million for our 37.5% Percentage Interest.
Selling, general, and administrative. Selling, general, and administrative expenses were $60.6 million for the twelve months ended December 31, 2025.
Net income. Consolidated net income for the year was $183.5 million. Net income attributable to noncontrolling interests totaled $112.6 million, resulting in net income attributable to the Company of $71.0 million.
Conference Call Information
In conjunction with this release, Five Point will host a conference call on Thursday, January 29, 2026 at 5:00 p.m. Eastern Time. Interested investors and other parties can listen to a live Internet audio webcast of the conference call that will be available on the Five Point website at ir.fivepoint.com. The conference call can also be accessed by dialing (877) 451-6152 (domestic) or (201) 389-0879 (international). A telephonic replay will be available starting approximately three hours after the end of the call by dialing (844) 512-2921, or for international callers, (412) 317-6671. The passcode for the live call and the replay is 13758371. The telephonic replay will be available until 11:59 p.m. Eastern Time on February 7, 2026.
About Five Point
Five Point, headquartered in Irvine, California, designs and develops large mixed-use planned communities in Orange County, Los Angeles County, and San Francisco County that combine residential, commercial, retail, educational, and recreational elements with public amenities, including civic areas for parks and open space. Five Point’s communities include the Great Park Neighborhoods® in Irvine, Valencia® in Los Angeles County, and Candlestick® and The San Francisco Shipyard® in the City of San Francisco. These communities are designed to include up to approximately 40,000 residential homes and up to approximately 23 million square feet of commercial space. Five Point is also engaged in the residential land banking business through its Hearthstone residential asset and investment management platform.
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Forward-Looking Statements
This press release contains forward-looking statements that are subject to risks and uncertainties. These statements concern expectations, beliefs, projections, plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. When used, the words “anticipate,” “believe,” “expect,” “intend,” “may,” “might,” “plan,” “estimate,” “project,” “should,” “will,” “would,” “result” and similar expressions that do not relate solely to historical matters are intended to identify forward-looking statements. Forward-looking statements include, among others, statements that refer to: our expectations of our future home sales and/or builder sales; the impact of inflation and interest rates; our future revenues, costs and financial performance, including with respect to cash generation and profitability; future demographics and market conditions, including housing supply levels, in the areas where our communities are located; the timing and expected benefits of planned and potential transactions and acquisitions; and other statements that are not historical in nature. We caution you that any forward-looking statements included in this press release are based on our current views and information currently available to us. Forward-looking statements are subject to risks, trends, uncertainties and factors that are beyond our control. Some of these risks and uncertainties are described in more detail in our filings with the SEC, including our Annual Report on Form 10-K, under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected. We caution you therefore against relying on any of these forward-looking statements. While forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. They are based on estimates and assumptions only as of the date hereof. We undertake no obligation to update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes, except as required by applicable law.
Investor Relations:
Kim Tobler, 949-425-5211
Kim.Tobler@fivepoint.com
or
Media:
Eric Morgan, 949-349-1088
Eric.Morgan@fivepoint.com
Source: Five Point Holdings, LLC
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FIVE POINT HOLDINGS, LLC
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share amounts)
(Unaudited)
  Three Months Ended December 31, Twelve Months Ended December 31,
  2025 2024 2025 2024
REVENUES:
Land sales
$ 42,380  $ 137,883  $ 42,450  $ 139,097 
Land sales—related party
—  —  —  — 
Management services—related party
32,968  21,369  65,304  96,404 
Operating properties
554  534  2,266  2,425 
Total revenues
75,902  159,786  110,020  237,926 
COSTS AND EXPENSES:
Land sales
29,719  90,109  29,719  90,109 
Management services
9,543  4,385  20,389  23,852 
Operating properties
1,792  1,035  6,683  5,134 
Selling, general, and administrative
15,972  14,220  60,617  51,233 
Total costs and expenses
57,026  109,749  117,408  170,328 
OTHER INCOME (EXPENSE):
Interest income
3,753  2,283  17,254  10,858 
(Loss) on debt extinguishment —  (1,819) — 
Miscellaneous
16  (120) 820  (5,977)
Total other income 3,774  2,163  16,255  4,881 
EQUITY IN EARNINGS FROM UNCONSOLIDATED ENTITIES 44,871  87,546  203,592  132,617 
INCOME BEFORE INCOME TAX PROVISION 67,521  139,746  212,459  205,096 
INCOME TAX PROVISION (8,863) (18,757) (28,925) (27,462)
NET INCOME 58,658  120,989  183,534  177,634 
LESS NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS 35,367  74,496  112,568  109,337 
NET INCOME ATTRIBUTABLE TO THE COMPANY $ 23,291  $ 46,493  $ 70,966  $ 68,297 
NET INCOME ATTRIBUTABLE TO THE COMPANY PER CLASS A SHARE
Basic
$ 0.33  $ 0.67  $ 1.01  $ 0.98 
Diluted
$ 0.31  $ 0.65  $ 0.96  $ 0.96 
WEIGHTED AVERAGE CLASS A SHARES OUTSTANDING
Basic
70,821,440  69,318,760  69,976,942  69,224,327 
Diluted
150,306,904  147,357,691  149,299,535  146,944,944 
NET INCOME ATTRIBUTABLE TO THE COMPANY PER CLASS B SHARE
Basic and diluted
$ 0.00  $ 0.00  $ 0.00  $ 0.00 
WEIGHTED AVERAGE CLASS B SHARES OUTSTANDING
Basic and diluted 76,539,701  79,233,544  78,554,548  79,233,544 

4


FIVE POINT HOLDINGS, LLC
CONSOLIDATED BALANCE SHEETS
(In thousands, except shares)
(Unaudited)
 
December 31, 2025 December 31, 2024
ASSETS
INVENTORIES
$ 2,443,279  $ 2,298,080 
INVESTMENT IN UNCONSOLIDATED ENTITIES
153,087  185,324 
PROPERTIES AND EQUIPMENT, NET
29,264  29,487 
INTANGIBLE ASSET, NET—RELATED PARTY
17,250  9,037 
GOODWILL 69,812  — 
CASH AND CASH EQUIVALENTS
425,546  430,875 
RESTRICTED CASH AND CERTIFICATES OF DEPOSIT
992  992 
RELATED PARTY ASSETS
89,509  101,670 
OTHER ASSETS
20,264  20,952 
TOTAL
$ 3,249,003  $ 3,076,417 
LIABILITIES AND CAPITAL
LIABILITIES:
Notes payable, net
$ 443,348  $ 525,737 
Accounts payable and other liabilities
106,199  100,292 
Related party liabilities
70,973  63,297 
Deferred income tax liability, net
58,343  33,570 
Payable pursuant to tax receivable agreement
181,544  173,424 
Total liabilities
860,407  896,320 
REDEEMABLE NONCONTROLLING INTERESTS 70,155  25,000 
CAPITAL:
Class A common shares; No par value; Issued and outstanding: December 31, 2025—71,100,768 shares; December 31, 2024—69,369,234 shares
Class B common shares; No par value; Issued and outstanding: December 31, 2025—76,096,410 shares; December 31, 2024—79,233,544 shares
Contributed capital
616,751  593,827 
Retained earnings
228,043  157,077 
Accumulated other comprehensive loss
(1,549) (1,468)
Total members’ capital
843,245  749,436 
Noncontrolling interests
1,475,196  1,405,661 
Total capital
2,318,441  2,155,097 
TOTAL
$ 3,249,003  $ 3,076,417 


5


FIVE POINT HOLDINGS, LLC
SUPPLEMENTAL DATA
(In thousands)
(Unaudited)


Liquidity
December 31, 2025
Cash and cash equivalents $ 425,546 
Borrowing capacity(1)
217,500 
Total liquidity $ 643,046 
(1) As of December 31, 2025, no borrowings or letters of credit were outstanding on the Company’s $217.5 million revolving credit facility.

Debt to Total Capitalization and Net Debt to Total Capitalization
December 31, 2025
Debt(1)
$ 450,000 
Total capital 2,318,441 
Total capitalization $ 2,768,441 
Debt to total capitalization 16.3  %
Debt(1)
$ 450,000 
Less: Cash and cash equivalents 425,546 
Net debt 24,454 
Total capital 2,318,441 
Total net capitalization $ 2,342,895 
Net debt to total capitalization(2)
1.0  %
(1) For purposes of this calculation, debt is the amount due on the Company’s notes payable before offsetting for capitalized deferred financing costs.
(2) Net debt to total capitalization is a non-GAAP financial measure defined as net debt (debt less cash and cash equivalents) divided by total net capitalization (net debt plus total capital). The Company believes the ratio of net debt to total capitalization is a relevant and a useful financial measure to investors in understanding the leverage employed in the Company’s operations. However, because net debt to total capitalization is not calculated in accordance with GAAP, this financial measure should not be considered in isolation or as an alternative to financial measures prescribed by GAAP. Rather, this non-GAAP financial measure should be used to supplement the Company’s GAAP results.

6



Segment Results
The following tables reconcile the results of operations of our segments to our consolidated results for the three and twelve months ended December 31, 2025 (in thousands):
Three Months Ended December 31, 2025
Valencia San Francisco Great Park Hearthstone
Total reportable segments
Corporate and unallocated Total under management
Removal of unconsolidated entities(1)
Total consolidated
REVENUES:
Land sales $ 42,380  $ —  $ 194,942  $ —  $ 237,322  $ —  $ 237,322  $ (194,942) $ 42,380 
Land sales—related party —  —  —  —  —  —  —  —  — 
Management services—related party(2)
—  —  24,570  8,398  32,968  —  32,968  —  32,968 
Operating properties 377  177  —  —  554  —  554  —  554 
Total revenues 42,757  177  219,512  8,398  270,844  —  270,844  (194,942) 75,902 
COSTS AND EXPENSES:
Land sales 29,719  —  44,779  —  74,498  —  74,498  (44,779) 29,719 
Management services(2)
—  —  3,953  5,590  9,543  —  9,543  —  9,543 
Operating properties 1,792  —  —  —  1,792  —  1,792  —  1,792 
Selling, general, and administrative 2,513  1,901  2,548  —  6,962  11,558  18,520  (2,548) 15,972 
Management fees—related party —  —  21,264  —  21,264  —  21,264  (21,264) — 
Total costs and expenses 34,024  1,901  72,544  5,590  114,059  11,558  125,617  (68,591) 57,026 
OTHER INCOME:
Interest income —  1,837  17  1,859  3,731  5,590  (1,837) 3,753 
(Loss) on extinguishment of debt —  —  —  —  —  — 
Miscellaneous 16  —  —  —  16  —  16  —  16 
Total other income 16  1,837  17  1,875  3,736  5,611  (1,837) 3,774 
EQUITY IN EARNINGS FROM UNCONSOLIDATED ENTITIES 35  —  —  223  258  418  676  44,195  44,871 
SEGMENT PROFIT (LOSS)/INCOME BEFORE INCOME TAX PROVISION 8,784  (1,719) 148,805  3,048  158,918  (7,404) 151,514  (83,993) 67,521 
INCOME TAX PROVISION —  —  —  —  —  (8,863) (8,863) —  (8,863)
SEGMENT PROFIT (LOSS)/NET INCOME $ 8,784  $ (1,719) $ 148,805  $ 3,048  $ 158,918  $ (16,267) $ 142,651  $ (83,993) $ 58,658 
(1) Represents the removal of the Great Park Venture operating results, which are included in the Great Park segment operating results at 100% of the venture’s historical basis but are not included in our consolidated results as we account for our investment in the venture using the equity method of accounting.
After the sale of the Gateway Commercial Venture’s commercial operating assets in December 2024, the Company’s commercial segment is no longer operating. The equity in earnings from the Company’s investment in the Gateway Commercial Venture is reported within the corporate and unallocated column in the table above.
(2) The amounts for the Great Park segment represent the revenues and expenses attributable to the management company for providing services to the Great Park Venture as applicable.

7



Twelve Months Ended December 31, 2025
Valencia San Francisco Great Park Hearthstone
Total reportable segments
Corporate and unallocated Total under management
Removal of unconsolidated entities(1)
Total consolidated
REVENUES:
Land sales $ 42,450  $ —  $ 825,659  $ —  $ 868,109  $ —  $ 868,109  $ (825,659) $ 42,450 
Land sales—related party —  —  —  —  —  —  —  —  — 
Management services—related party(2)
—  —  53,512  11,792  65,304  —  65,304  —  65,304 
Operating properties 1,567  699  —  —  2,266  —  2,266  —  2,266 
Total revenues 44,017  699  879,171  11,792  935,679  —  935,679  (825,659) 110,020 
COSTS AND EXPENSES:
Land sales 29,719  —  195,900  —  225,619  —  225,619  (195,900) 29,719 
Management services(2)
—  —  12,058  8,331  20,389  —  20,389  —  20,389 
Operating properties 6,683  —  —  —  6,683  —  6,683  —  6,683 
Selling, general, and administrative 11,142  5,435  9,621  —  26,198  44,040  70,238  (9,621) 60,617 
Management fees—related party —  —  43,013  —  43,013  —  43,013  (43,013) — 
Total costs and expenses 47,544  5,435  260,592  8,331  321,902  44,040  365,942  (248,534) 117,408 
OTHER INCOME (EXPENSE):
Interest income —  25  7,354  24  7,403  17,205  24,608  (7,354) 17,254 
Loss on extinguishment of debt —  —  —  —  —  (1,819) (1,819) —  (1,819)
Miscellaneous 820  —  —  —  820  —  820  —  820 
Total other income 820  25  7,354  24  8,223  15,386  23,609  (7,354) 16,255 
EQUITY IN EARNINGS FROM UNCONSOLIDATED ENTITIES 460  —  —  397  857  1,446  2,303  201,289  203,592 
SEGMENT (LOSS) PROFIT/INCOME BEFORE INCOME TAX PROVISION (2,247) (4,711) 625,933  3,882  622,857  (27,208) 595,649  (383,190) 212,459 
INCOME TAX PROVISION —  —  —  —  —  (28,925) (28,925) —  (28,925)
SEGMENT (LOSS) PROFIT/NET INCOME $ (2,247) $ (4,711) $ 625,933  $ 3,882  $ 622,857  $ (56,133) $ 566,724  $ (383,190) $ 183,534 
(1) Represents the removal of the Great Park Venture operating results, which are included in the Great Park segment operating results at 100% of the venture’s historical basis but are not included in our consolidated results as we account for our investment in the venture using the equity method of accounting.
After the sale of the Gateway Commercial Venture’s commercial operating assets in December 2024, the Company’s commercial segment is no longer operating. The equity in earnings from the Company’s investment in the Gateway Commercial Venture is reported within the corporate and unallocated column in the table above.
(2) The amounts for the Great Park segment represent the revenues and expenses attributable to the management company for providing services to the Great Park Venture as applicable.
The table below reconciles the Great Park segment results to the equity in earnings from our investment in the Great Park Venture that is reflected in the consolidated statements of operations for the three and twelve months ended December 31, 2025 (in thousands):
Three Months Ended
December 31, 2025
Twelve Months Ended
December 31, 2025
Segment profit from operations $ 148,805  $ 625,933 
Less net income of management company attributed to the Great Park segment 20,617  41,454 
Net income of the Great Park Venture 128,188  584,479 
The Company’s share of net income of the Great Park Venture 48,071  219,180 
Basis difference amortization, net (3,876) (17,891)
Equity in earnings from the Great Park Venture $ 44,195  $ 201,289 
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