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Introducing Loyaltyshares… A Truly Revolutionary Development That, Among Other Things, Lets Public Companies Turn Debt Into Equity…

The Optimizer’s Editor Interviews Ellen Philip And Cal Donly Of Ellen Philip Associates

Carl: You recently launched a venture that seems to take you into a space that’s very different from the one you’ve been part of for a good number of years. Tell us something about your new company, LoyaltyShares LLC, and the ideas behind it.

Ellen: First, let me emphasize that we are still in the same businesses we’ve always been in, but LoyaltyShares moves us far beyond providing “shareholder services” as such and into a space with very different goals, different economic realities and a very different set of players. Still, the concept has its foundation in mechanisms and practices that have long been commonplace in the shareholder services community. For us it amounts to a new ballgame, but it involves a logical progression – and a major extension of our services – rather than radical change. It leaves us doing much the same things as we’ve done for over 30 years, but in a fresh, exciting and also challenging new context.

The LoyaltyShares idea, in a nutshell, is for a company to use its publicly traded common stock to drive brand loyalty. But it’s more than just a loyalty driver. It becomes a way for a company to convert debt into equity. LoyaltyShares methodology enables a company to strengthen its balance sheet by reducing the liability posed by unredeemed loyalty points or miles. Such liabilities add up to big numbers. Some estimates of the total, sitting out there on company books, run as high as $16 billion.

The principal mechanism behind the LoyaltyShares methodology is a direct stock purchase plan. Use of a plan in this way is not a spanking new idea, as you know. It’s been tried in a variety of ways, but not in the way we now have in mind, and in place.

Our methodology enables a share-rewards component to be added, seamlessly, to existing loyalty platforms. Typically, loyalty platforms are large and complex systems that not only track the accumulated points of program members but present participants with an array of redemption options. Many current options have little or no perceived value, and do little to strengthen brand loyalty. It’s an area that’s crying for a new idea, and that’s what we have.

LoyaltyShares methodology disturbs nothing that a company might already have in place in its loyalty program. Nor does it impact any data processing systems that are currently in use. It simply gives a company the means of adding a fresh and different value proposition to its current list of point-redemption options. Through it a company can give a specific group of customers a way to convert loyalty points into equity positions – slices of the corporate pie. Shares of common stock become an alternative to toaster ovens, TVs, free appetizers or desserts and the like. It’s a very appealing alternative, in our estimation.

Carl: It seems to me that you have done something like this before. How did this all come about?

Ellen: You recall correctly: Several years ago we had a key role in a share-based loyalty program sponsored by Jameson Inns, a hotel chain. “Invest While You Rest” is the slogan they came up with. After registering with and “vesting” in the plan, members received $10 worth of stock for every $100 they spent in stays at a Jameson hotel. In effect, a 10% “loyalty discount” or maybe a better way to think of it, a “loyalty bonus” – payable in Jameson shares.

The program was driven by senior marketing managers whose preoccupation was with the marketing and sales potential inherent in a shareholder account rather than with the raw cost of maintaining such an account. What’s particularly interesting about the program is that the impetus driving it came all the way from the top of the company.

In order to distinguish Jameson’s brand – in one of the most intensely competitive spaces around, by the way – the company’s CEO set out to find a loyalty reward with more luster than those his competitors were offering, such as hotel stays, free meals and the like. What led him to the idea of offering shares of his own company’s publicly traded stock we don’t precisely know. What we do know is that by the time we were brought into the picture Jameson was working through the mechanics of a process that would be both operationally sound and legally compliant. Most important to note, it was also in the throes of a drawn out but ultimately successful process to get a green light from the SEC.

Carl: And what was your part in that process?

Ellen: Our task was to build a web-based interface that would control and facilitate the flow of data between the three principal program components – the participating members, the transfer agent system for allocating and administering plan shares, and Jameson’s in-house system for tracking “qualifying” hotel stays. It was the job of the interface to pull the entire process together in a cohesive and orderly way, and to iron out any incompatibility in data that needed to move back and forth, so the process would appear seamless to the company’s most loyal and most important customers. We took on the role of data intermediary – our responsibility was the communications hub through which different entities in the process could talk to one another. E-delivery was a condition of program membership, we should also note.

Carl: How did the Jameson program work out, and what happened to it?

Ellen: The program ran for several years, and very successfully. It came to an end when Jameson was taken private and the program lost its key ingredient – publicly traded stock. It was a big disappointment for us and for members as well, judging by the number of comments we got. The company had us explore ideas for alternative financial instruments, but we didn’t find anything we believed would fill the gap.

Carl: And how was it that the share-rewards idea got reborn, as it were?

Cal: For a while we didn’t do much of anything with it, but then we got to thinking it was too good an idea to simply drop. We ran some ads in The Wall Street Journal and Chief Executive Magazine and through them made contact with two veteran players in the loyalty industry, Skip Kitchen and Paul Hebert, who provided a new perspective. We put our heads together and LoyaltyShares LLC is the result.

Carl: How does a DSPP under the LoyaltyShares model differ from a regular DSPP?

Cal: In basic structure and also in requirements for implementation there is no intrinsic difference at all – that’s why the Jameson precedent is so important. The difference, under the LoyaltyShares model, is that the plan is aimed at a specific target audience, a company’s loyal customers and holders of reward points or miles. In a manner of speaking, it accepts the points customers have accumulated through their loyalty as currency. But, because of its importance – and the importance to “marketing people” of being able to monitor, track and analyze results, we recommend that a separate and distinct plan be established to hold the LoyaltyShares that are earned.

Carl: Why not keep it simple – and just put a code in the file and mix the loyalty plan participants in with the regular plan participants?

Ellen: There are a number of reasons why this is inadvisable, in my view, but the key factor is the impact such mixing would have on data processing. Adding a new subgroup to the plan mix would necessitate changes in existing processing programs and routines. We all know how difficult it is to make any change – big or small – in well-established processes. So in the end, it’s far simpler to keep things separate. With a separate plan, and the LoyaltyShares interface to provide connectivity, processing obstacles are automatically avoided. Plus, as Cal noted, it’s much, much easier to track and analyze and report on results this way.

Carl: What are some of the key benefits of the program, as you see them?

Ellen: There are benefits at both the company and customer levels. Loyal customers benefit from the opportunity to convert points into something of tangible value, something that’s a close equivalent to cash. If they wish to do so, members can use the program as a mechanism for building a stock portfolio: They can reinvest dividends if there are any. They can also make voluntary cash purchases of additional shares if they really like the company – or they can sell their shares at any point they find it expedient to do so.

What’s also valuable to customers is that they’re given a redemption option that is very easy to use, and that produces instant gratification – as compared, let’s say, to looking through a variety of merchandise in a catalogue. Better yet, redeeming points is not encumbered with restrictive conditions. You don’t have to think about how and when to use your loyalty reward, as you would with airline miles, for example – where the restrictions sometimes create feelings of dis-loyalty, at least in my experience. The act of redemption becomes a much more straightforward process, involving more satisfaction and less frustration.

By taking a step that encourages redemption, the company gets a new and very strong driver for customer loyalty – and, of course, a very compelling reason to return as a customer, again and again. This is a substantial achievement in itself. But there’s also that other benefit I mentioned – one that could be just as important and compelling, if not more so. That’s the ability to convert debt into equity. The process has an impact on the company’s balance sheet, so it’s certainly something that is very compelling for a CFO to think about.

Carl: In your opinion, what sort of company could make best use of this type of program?

Cal: It would have to be a company whose stock is publicly traded, of course. And having a “fairly big ticket” per purchase – but not necessarily a really big one – seems important too. Airline tickets and hotel stays are naturals of course, but it’s amazing, for example, how quickly a series of restaurant tabs or retail store purchases can add up over time. The company would have to be highly consumer oriented, heavily dependent on winning repeat business – and will probably be in an intensely competitive business environment, where there are lots of consumer choices.

The ideal company will have a very strong commitment to winning market share, to defending and enhancing its brand, and a certain degree of boldness; not just the willingness but also a strong desire to jump out ahead of the pack.

Carl: You’ve told me that the reception you’ve had so far has been very positive. What do you see as challenges you face?

Cal: In the course of planning we’ve spoken to a wide range of people who focus on loyalty issues and the response has ranged from cautiously optimistic to very enthusiastic. We haven’t heard anything that’s really negative. From comments on our website we sense a groundswell of support from consumers.

We realize, though, that the decision to implement a program involving stock issuance is not one that a company makes without a great deal of deliberation. The decision involves factors that each company will have to think through for itself. It’s not the type of decision that’s made by one person or even one department. That’s a challenge.

We’ve drawn up the roadmap, we have an implementation team in place, and, most important, we have a proven model – and a proven track record behind us. Our immediate goal is to bring people at top management levels around to asking what we think is the crucial question: “Why would we NOT give this a try?”