HARRISON VICKERS & WATERMAN INC (HVCW)·Q2 2021 Earnings Summary

Executive Summary

• HVCW did not issue a traditional Q2 2021 earnings press release or host an earnings call. Instead, it filed an 8‑K furnishing its Annual Financial Statements for FY2019 and corporate updates; no Q2 2021 revenue/EPS/margins were disclosed .
• The filing highlights a strategic reset: sale of World of Beer tavern interests (Sep 28, 2020) and rescission/sale of the battery project assets with related preferred stock cancellation (Jan 2020), leaving no battery assets or liabilities on the books .
• Management turnover: Christopher Harrison resigned as CEO effective Jan 4, 2021 and was replaced by Jeffrey M. Canouse; related party convertible notes were issued to the outgoing and incoming CEOs (8–12% interest, 2022 maturity, variable convert pricing) .
• Balance sheet at FY2019 shows significant liabilities and stockholders’ deficit, with large non-cash derivative impacts driving FY2019 net loss; equity dilution was used extensively to extinguish debt .
• No Wall Street consensus estimates were available via S&P Global for Q4 2020, Q1 2021, or Q2 2021, and no prior two quarters’ earnings materials were found in the company’s filings archive (we searched 2020–2021 8‑K 2.02, transcripts, and press releases; only the Mar 5, 2021 8‑K was available) (search results: 0 earnings-call-transcript; 0 press-release in 2021).

What Went Well and What Went Wrong

What Went Well

• Portfolio simplification: “On September 28, 2020, the Company sold its interests in the West Hartford World of Beer, and Cambridge Craft restaurants… after this transaction, there will be approximately $10,000 of debt remaining on the balance sheet from this line of business.”
• Battery project unwind/cap table clean‑up: “In January of 2020, the assets of the Battery project were sold for $125,000… Concurrent with the sale… the Series C preferred… were cancelled. As of that date, there are no assets or liabilities… related to the Battery project.”
• Operating segment disclosure shows FY2019 tavern revenue generation ($4.26M), giving investors a baseline of historical operating capacity prior to the 2020–2021 divestitures .

What Went Wrong

• Large FY2019 net loss driven by derivative liability volatility: Change in fair value of derivative was $(9.96)M, with net loss of $(9.51)M in FY2019 vs. +$5.20M in FY2018, underscoring accounting complexity and capital structure risk .
• Highly levered, negative equity: Total liabilities $20.72M vs. total assets $3.26M and stockholders’ deficit of $(16.89)M at FY2019; substantial non-convertible note and convertible debt balances persist .
• Heavy dilution to extinguish debt: multiple large share issuances throughout FY2019; common shares outstanding increased from 733.8M to 2.785B during FY2019 .

Financial Results

Note: The Mar 5, 2021 8‑K (labeled as Q2 2021) furnished FY2019 annual financial statements, not quarterly Q2 2021 results; the company did not disclose Q2 2021 revenue/EPS/margins .

Financial backdrop (annual):

Segment breakdown (FY2019):

Balance sheet snapshot (as of June 30, 2019):

Quarterly Q2 2021 vs. prior periods and vs. estimates:

• Not disclosed; no Q2 2021 revenue, EPS, or margin metrics were provided in the filing; no estimates available (see Estimates Context) .

Guidance Changes

Earnings Call Themes & Trends

Note: No earnings call transcript was filed for Q2 2021; prior two quarters’ call materials were not found (we searched 2020–2021 transcripts/press releases) (no documents returned).

Management Commentary

• “On September 28, 2020, the Company sold its interests in the West Hartford World of Beer, and Cambridge Craft restaurants… there will be approximately $10,000 of debt remaining on the balance sheet from this line of business.”
• “In January of 2020, the assets of the Battery project were sold for $125,000… Concurrent with the sale… the Series C preferred… were cancelled. As of that date, there are no assets or liabilities… related to the Battery project.”
• “Effective January 4, 2021, Christopher Harrison resigned as the Chief Executive Officer and was replaced by Jeffrey M. Canouse on that date.”
• “As of the date of this report, operations of NJ Battery Energy Storage Project 1, LLC have not yet commenced.”

Q&A Highlights

• No Q2 2021 earnings call or Q&A transcript was filed; no prior two quarters’ earnings transcripts were found in the archive (2020–2021 period searched; none available).

Estimates Context

• We attempted to retrieve S&P Global consensus for Q4 2020, Q1 2021, and Q2 2021 (Primary EPS Consensus Mean; Revenue Consensus Mean), but no mapping/consensus was available for HVCW; therefore, no estimate comparisons are provided.
• Implication: Street models likely do not cover HVCW during this period; estimate revisions and beat/miss analytics are not applicable.

Key Takeaways for Investors

• HVCW is in post-divestiture transition with legacy tavern operations sold and the battery project rescinded; current operating footprint appears minimal based on subsequent events disclosures .
• Financial disclosure for Q2 2021 did not include quarterly operating results; investors must underwrite to historical FY2019 metrics and the substantive 2020–2021 portfolio/management changes .
• Capital structure remains a central risk: large historical liabilities, negative equity, and continued use of variable‑price convertible instruments create dilution overhang and potential volatility .
• Equity issuance has been a key liability management tool (multiple debt‑for‑equity conversions in FY2019), and the share count increased materially during that period .
• Near‑term catalysts would likely be strategic updates from the new CEO, clarity on operating plans post‑divestitures, and any recapitalization steps reducing derivative exposure and debt .
• Without Street coverage, trading may be headline‑driven; focus on filings for additional asset sales, financing terms, or business combinations that could reset fundamentals .
• Risk/reward hinges on execution of a credible go‑forward strategy and balance sheet repair, given the magnitude of historical derivative-linked expenses and deficit .

References: HVCW Form 8‑K filed March 5, 2021 (Item 2.02 furnishing FY2019 financials; subsequent events; management changes; capital structure details) .