Loyalty programs, miles, gift cards and regulatory capture

I've been interested for a while in how the business with miles and loyalty points works. I found out that only large corporations can partially do this because of how they can then account for it. And it's tax-wise super advantageous. I also added info about loyalty points and gift cards. The text below was written by various AIs as I was digging into it, it's basically a summary, sharing for those who are interested.

Part I: Loyalty Programs of Large Corporations#

Business Logic of Loyalty Programs#

Loyalty programs of airlines and hotels are sophisticated business tools that serve several key purposes. They primarily function to increase customer loyalty by creating "switching costs" - customers don't want to lose accumulated points, which reduces the likelihood they'll switch to competitors.

At the same time, they're a significant source of additional revenue. For example, American Airlines earns more from selling miles to banks than on some flight routes. When Citibank buys miles for 1-2 cents per mile, the airline gets immediate revenue, while the real value for the customer can be 3-5 cents when used correctly.

Accounting Treatment of Loyalty Points#

From an accounting perspective, loyalty points represent deferred liabilities. When a customer earns points, the company must create a reserve for their future redemption. Points are valued based on expected costs of their redemption, not on nominal value.

The key difference is between cash accounting and accrual accounting:

• Cash accounting: Revenue is recognized when payment is received, expenses when paid.
• Accrual accounting: Revenue and expenses are recognized when the obligation arises.

For loyalty programs, accrual accounting is critical. When an airline sells miles to a bank for $1,000,000, it simultaneously creates a liability for future costs (say $600,000), so taxable income is only $400,000.

Example: Selling Miles to a Bank#

An airline sells 50 million miles to Citibank for $1,000,000:

1. Immediate revenue: $1,000,000
2. Creation of liability: $600,000 (estimated future costs)
3. Taxable income: $400,000
4. Future costs: When customers use miles, the company recognizes the expense and reduces the liability

Positive margin arises from several factors:

• Breakage - 15-20% of miles are never redeemed
• Time value of money - Money from the bank is invested immediately
• Marginal costs - An empty seat has low incremental cost

Tax Optimization and Offshore Structures#

Large companies often use international structures to optimize taxes from loyalty programs. A typical structure includes:

1. Parent company (USA/EU) - Operates flights and provides services (e.g., flights or accommodation).
2. IP Holding (Ireland/Netherlands) - Owns intellectual property (IP) for the loyalty program, such as brands, software, and databases.
3. Loyalty Operating Company (Singapore/Dubai) - Manages sale of miles to banks and partners, coordinates the program and communicates with customers.

Business Relationships and Payments Between Entities (example with positive result for Singapore)

These entities are connected by contracts that determine who pays for what and why, to minimize tax burden:

• Bank → Singapore (Loyalty Operating Company): The bank (e.g., Citibank) pays $1,000,000 for miles it offers to its clients as rewards for using credit cards. The Singapore company is the main contact point for partners because it's located in a low-tax jurisdiction (17%) with good infrastructure for financial services.
• Singapore → Ireland (IP Holding): The Singapore company pays $500,000 as royalties for using IP (brands, software, and data) of the loyalty program. This payment is high to shift profit to Ireland, where the tax rate is even lower (12.5%). This reduces taxable income in Singapore.
• Singapore → Parent Company (Airline): The Singapore company pays $300,000 to the parent company for providing services (e.g., flights) when customers use miles. This payment is lower than actual costs to minimize profit in the parent company's country, where the tax rate is higher (e.g., 25-35% in USA or EU).
• Profit in Singapore: $1,000,000 (income from bank) - $500,000 (royalties to Ireland) - $300,000 (payment to airline) = $200,000 profit, taxed at 17% in Singapore.

Why Such Distribution?

• Ireland (IP Holding): High royalty payments ($500,000) go to Ireland because the 12.5% tax rate is attractive and Ireland is considered a "serious" jurisdiction that meets international rules (e.g., BEPS). Ireland also has double taxation treaties with many countries, facilitating profit shifting.
• Singapore (Loyalty Operating Company): Mile sales and program coordination occur in Singapore due to favorable tax environment (17%) and strategic location for Asian markets. A small profit ($200,000) is left here to demonstrate "economic substance" - that the company has real activity.
• Parent Company: The $300,000 payment is low to minimize taxable income in a high-tax country (e.g., USA or EU).

Why Not 0% Tax Jurisdiction?

Why not use a zero-tax country (e.g., Cayman Islands)? Due to:

• Regulatory scrutiny - Tax authorities closely monitor 0% jurisdictions and may question legitimacy.
• BEPS rules - Need to demonstrate "substance" (real offices, employees) in the country.
• Credibility test - 12.5% in Ireland or 17% in Singapore looks like legitimate business operation.

The result of such structure is that most profit (60-70%) is taxed at 12.5% in Ireland or 17% in Singapore instead of 25-35% in the airline's home country.

Part II: Loyalty Programs and Alternatives for Small Businesses#

Why Loyalty Programs Are Problematic for Small Businesses#

Unlike large corporations, small businesses like cafes face a fundamental problem with loyalty programs: cash accounting obligation. In many countries, small firms (under $25M annually) must use cash accounting, which means:

• Revenue from selling points is taxed immediately
• Costs are deducted only when customers use points (maybe a year later)
• Creates tax and cashflow problem - tax is paid on money you'll "lose" in the future

Imagine a cafe that sells loyalty points for €100. It must immediately pay tax (say €21), but deducts coffee costs provided for points only in the future.

Alternative Models for Small Businesses#

There are more tax-advantageous alternatives:

1. Gift Cards Model

• Revenue is NOT RECOGNIZED when selling gift card
• Revenue is recognized only when customer uses the card
• Example: Sell gift cards for €10,000 in December, get cash immediately, but pay tax gradually as customers use cards during the following year.
• Time value of money: Money can be invested (e.g., 6% annually = €600 extra profit on €10,000)
• Breakage benefit: 2-10% of cards are never used, after certain time (3-5 years, depending on legislation) you can recognize the balance as pure profit.

Example: Starbucks Starbucks had $1.5 billion in unused gift cards on its books in 2022. Estimated 3% breakage means $45 million pure profit – interest-free loan from customers with bonus that part never returns.

2. Subscription Model

• Monthly revenue = immediate taxation
• Monthly costs = immediate deduction
• Example: €10/month for "premium membership" with certain benefits

3. Discount Coupons

• No revenue when issuing coupon
• Reduced revenue when redeeming (sell at lower price)
• Example: 20% discount coupon = sell coffee for €4 instead of €5

Outsourcing Loyalty Program: Details About Shopify Loyalty#

Platforms like Shopify Loyalty represent an elegant solution for small businesses wanting to offer loyalty programs without accounting and tax complications. Let's break this down in detail:

How Shopify Loyalty Works

• Shopify as third party: Shopify owns and manages the entire loyalty program including points and software. The customer has their "account" directly with Shopify, not with the specific store. This means points are not your liability, but Shopify's liability.
• Your role: You (e.g., cafe) pay Shopify a monthly fee (e.g., €29) for using the platform and a small transaction fee (e.g., €0.20) for each point redemption (reward). You're essentially a "service provider" for Shopify – you provide rewards when Shopify sends you an order.
• Earning points: Customer earns points for purchases in stores participating in Shopify Loyalty program. For example, if customer buys coffee for €5 in your cafe, Shopify credits them points (e.g., 5 points per euro, so 25 points). Specific rules (how many points per euro) are set by you through Shopify platform, but technically points are managed by Shopify.
• Using points: Customer can use points for rewards (e.g., free coffee for 100 points), but usually only in stores participating in Shopify network. This means if your cafe uses Shopify Loyalty, points earned with you can be used with you or other stores in Shopify ecosystem, if Shopify allows it. Usually, however, stores set up the program so points are primarily usable with them, increasing loyalty to their brand.
• Point redemption process: When customer wants to use points (e.g., 100 points for free coffee), Shopify sends order to you (cafe) to provide the reward. You give the coffee but don't receive direct payment from customer – it's a marketing cost. You also pay Shopify transaction fee (€0.20). Accounting-wise, it's not a sale, so no taxable income or receipt obligation arises.
• Accounting treatment: When customer uses points:
  • No receipt = no taxable income
  • Coffee cost (€2) + Shopify fee (€0.20) = €2.20
  • Recorded as "Promotional expenses" or "Marketing costs"

Why Must Loyalty Program Be Outsourced to Third Party (like Shopify)?

Small businesses don't have capacity or resources to manage their own loyalty program "in-house" for these reasons:

• Tax and accounting complexity: If you managed loyalty program yourself, you'd have to create reserves for future liabilities (points customers will use later), estimate breakage rate (percentage of unused points) and handle cash vs. accrual accounting. For small firms that often must use cash accounting, this means immediate taxation of revenue if selling points, but cost deduction only in the future – creates cashflow mismatch.
• Technological infrastructure: Managing points, customer databases and integration with payment systems requires sophisticated software and IT team, which is expensive and complicated for small firms.
• Legal separation: When program is managed by third party like Shopify, points are their liability, not yours. For you, this means no future liabilities in your accounting books – just monthly costs (Shopify fee), which are tax-deductible as regular expense.
• Economic efficiency: Shopify aggregates thousands of stores, achieving economies of scale – lower costs for software, security and data management. A small cafe could never create such system at reasonable price alone.

Why Can't It Be In-house from Tax Perspective?

If small firm managed loyalty program itself:

• Immediate tax problem: If firm sold points (e.g., for money or as part of purchase), revenue would have to be taxed immediately, though costs for providing rewards (e.g., free coffee) could be deducted only when customer uses points. This creates cashflow mismatch because you pay tax before actually "losing" money on reward.
• Complex reserves: Would have to estimate how many points will be used and create accounting reserves, which is administratively demanding and requires expensive accountants or software.
• Risk of errors: Incorrect breakage rate estimates or poor liability management can lead to tax audits and penalties.

With Shopify, these problems are eliminated – you only pay monthly fee and transaction fees, which are simply recorded as marketing costs. Shopify takes full responsibility for managing points and liabilities to customers.

Case Study: Loyalty Points for Cafe (10 + 1 Free Model)#

Let's look at specific case of small cafe offering classic loyalty program type "10 + 1 free". Customer gets 1 point for each coffee purchased (e.g., for €3) and after collecting 10 points gets one free coffee. We'll analyze how this works accounting-wise, whether it's "promotional expense" and what's the difference between in-house management and using Shopify.

How "10 + 1 Free" Program Works

• Earning points: Customer buys coffee for €3 and gets 1 point (e.g., stamp on card or digital record). Points have no monetary value for sale – they're purely reward for purchase.
• Using points: After collecting 10 points (meaning purchases for €30) customer gets free coffee (value €3).
• Real cost for cafe: Cost of producing free coffee is lower than selling price, e.g., €1.50 for materials and labor.

Accounting Treatment (In-house)

If cafe manages program itself (in-house), accounting process depends on whether it uses cash accounting (common for small firms) or accrual accounting:

• Cash accounting:
  • When customer buys coffee: Cafe records €3 revenue for each coffee and issues receipt. Point (stamp) has no monetary value, so it's not recorded as liability or revenue.
  • When redeeming 10 points: When customer gets free coffee, no revenue arises (€0), but cost for coffee production arises (€1.50). This cost is recorded as "Promotional expense" or "Marketing cost" because it's form of discount or advertising to retain customer.
  • Tax impact: No revenue when issuing free coffee, €1.50 cost is tax-deductible as regular expense.
• Accrual accounting (less common for small firms):
  • When customer buys coffee: Cafe records €3 revenue but simultaneously creates small liability for future reward (e.g., €0.30 per point, which is estimate of cost for future free coffee divided by 10). So from €3 revenue, taxable income is only €2.70.
  • When redeeming 10 points: When customer gets free coffee, cafe reduces liability by €3 (10 points x €0.30) and records €1.50 cost for coffee production. Difference can be adjusted as breakage or other profit if estimates differ from reality.
  • Tax impact: Taxable income is lower already at first purchase, but accounting is more complex due to estimates and reserves.

Is it Promotional Expense? Yes, in both cases (cash and accrual) the cost of free coffee is recorded as "Promotional expense" or "Marketing cost" because it's form of discount to support customer loyalty. It's not considered regular sale because no revenue or receipt arises.

Accounting Treatment (via Shopify Loyalty)

If cafe uses Shopify Loyalty to manage "10 + 1 free" program, process is simpler:

• When customer buys coffee: Cafe records €3 revenue for coffee and issues receipt. Shopify credits point to customer's account (it's not your liability, but Shopify's).
• When redeeming 10 points: Shopify sends order to issue free coffee. Cafe gives coffee (€1.50 cost) and pays Shopify transaction fee (€0.20). Total cost €1.70 is recorded as "Promotional expense" or "Marketing cost".
• Tax impact: Same as in-house, no revenue when issuing free coffee, €1.70 cost is tax-deductible as regular expense. Additionally, you don't have to handle any liabilities or breakage estimates because Shopify manages points.

Difference Between In-house and Shopify

• In-house:
  • Advantages: Full control over program, no monthly fees to third party (e.g., €29 Shopify fee).
  • Disadvantages: If using accrual accounting, must create reserves and estimate breakage, which is administratively demanding. With cash accounting it's simpler (no liabilities), but if you sold points for money, tax mismatch arises (revenue taxed immediately, cost only later). Additionally, must manage point database yourself (stamps, software), which is time-consuming.
• Shopify Loyalty:
  • Advantages: No liabilities in your accounting books, Shopify manages points and technology. Accounting-wise it's simple – just monthly fee (€29) and transaction fees (€0.20) as marketing cost. Don't have to handle estimates or breakage.
  • Disadvantages: Pay monthly fees and transaction fees, increasing costs (e.g., €0.20 extra per free coffee). Have less control over program because third party manages it.

Conclusion for Cafe: "10 + 1 free" program is accounting-wise considered Promotional expense in both cases (in-house and Shopify) because free coffee is form of marketing to retain customers. Difference is in administrative burden and costs – Shopify simplifies accounting and management, but at cost of monthly fees. In-house is cheaper but more demanding to manage, especially if you wanted to use accrual accounting or sell points for money.

Conclusion#

Loyalty programs are sophisticated customer loyalty tools, but their accounting and tax aspects differ significantly between large and small firms. Large corporations use accrual accounting and international structures for tax optimization, while for small businesses alternative models like gift cards or outsourcing entire program are often more advantageous, eliminating tax and cashflow problems. Gift cards additionally bring immediate cash flow, time value of money and breakage benefit, making them ideal tool for businesses of all sizes. Shopify Loyalty offers small firms way to implement loyalty program without accounting complications because it takes technical and legal responsibility, allowing focus on core business. For simple programs like "10 + 1 free," accounting impact is similar (Promotional expense), but Shopify simplifies management at cost of additional fees.