0001870997false00018709972022-08-112022-08-11

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

Date of report (Date of earliest event reported):

August 11, 2022

LOYALTY VENTURES INC.

(Exact Name of Registrant as Specified in Charter)

Delaware

 

001-40776

 

87-1353472

(State or Other Jurisdiction

 

(Commission

 

(IRS Employer

of Incorporation)

 

File Number)

 

Identification No.)

8235 DOUGLAS AVENUE, SUITE 1200

DALLAS, TX 75225

(Address and Zip Code of Principal Executive Offices)

(972) 338-5170

(Registrant’s Telephone Number, including Area Code)

NOT APPLICABLE

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K 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

 

Name of each exchange on which registered

Common stock, par value $0.01 per share

 

LYLT

 

The Nasdaq Stock Market LLC

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 August 11, 2022, Loyalty Ventures Inc. (the “Company”) issued a press release regarding its results of operations for the second quarter ended June 30, 2022. A copy of this press release is furnished as Exhibit 99.1.

Item 7.01. Regulation FD Disclosure.

On August 11, 2022, the Company issued a press release regarding its results of operations for the second quarter ended June 30, 2022. A copy of this press release is furnished as Exhibit 99.1.

Attached as Exhibit 99.2 is a presentation to be given to investors and others by senior officers of the Company.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Document Description

99.1

Press Release dated August 11, 2022 announcing the results of operations for the second quarter ended June 30, 2022.

99.2

Investor Presentation Materials.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

Note: The information contained in this Current Report on Form 8-K (including Exhibits 99.1 and 99.2) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Loyalty Ventures Inc.

Date: August 11, 2022

By:

/s/ Cynthia L. Hageman

Cynthia L. Hageman

Executive Vice President, General Counsel and Secretary

Exhibit 99.1

Graphic

Loyalty Ventures Inc. Reports Second Quarter 2022 Results

Consistent Performance by AIR MILES in Line with Expectations; Miles Issued Up 8%
BrandLoyalty’s Financial Results Constrained by Higher Costs & Macroeconomic Headwinds, Contributing to Impairment Charge
Initiatives Underway at AIR MILES and BrandLoyalty to Strengthen Market Leadership Positions and Drive Long Term Growth

Summary of Financial Results

(in millions, except per share data)

Second Quarter 2022

Revenue

$171.8

Net Loss*

$(441.9)

Diluted Loss Per Share*

$(17.95)

Adjusted EBITDA**

$27.4

*Net Loss and Diluted EPS include approximately $428 million or $(17.32) per share of restructuring and other charges, strategic transaction costs and goodwill impairment

**See “Reconciliation of Non-GAAP Financial Measures” and “Financial Measures” below for a discussion of non-GAAP financial measures.

DALLAS, Texas, August 11, 2022 – Loyalty Ventures Inc. (Nasdaq: LYLT), a leading provider of tech-enabled, data-driven consumer loyalty solutions today announced financial results for the second quarter ended June 30, 2022.

Commenting on the results, Charles Horn, Chief Executive Officer said, “The consistent performance of AIR MILES enabled us to report sequential improvement in our adjusted EBITDA in the second quarter, despite continued challenges at BrandLoyalty. AIR MILES posted an 8% increase in miles issued, driven mostly by the credit card and fuel verticals. BrandLoyalty revenues increased year-on-year and sequentially, but higher costs related to supply chain disruptions and shifts in consumer behaviors, particularly in Europe as the Russian invasion of Ukraine continues, led to adjusted EBITDA margin pressure and the impairment of its goodwill.

Beginning with the renewal announced last quarter, we continue to work with AIR MILES’ sponsors and see strong indications of the value inherent in the program. As we reported in early June 2022, Sobeys provided notice of its intent to exit the AIR MILES Reward Program on a region-by-region basis between mid-August and the first quarter of 2023. While the news is disappointing, AIR MILES now can expand issuance into adjacent verticals, including mass merchants, convenience stores, dollar stores and other retailers that were previously precluded by the terms of the Sobeys’ contract. In addition, AIR MILES recently partnered with a key sponsor, Bank of Montreal, to launch a new benefit for BMO AIR MILES credit cardholders, enabling them to earn extra Miles on all grocery purchases, regardless of retailer. Initiatives like this illustrate the power of the network effect of the AIR MILES coalition and the rationale behind our investment strategy. As we drive collector engagement and shopping patterns across multiple sponsors, we increase the volume and value of our data. This provides stronger marketing execution and ROIs for our partners.


Loyalty Ventures Inc.

August 11, 2022

“At BrandLoyalty, the team continues to navigate a challenging landscape for retailers and consumers. In response, BrandLoyalty has moved forward with more regional sourcing, secured container capacity at fixed prices and piloted digitally native campaigns. BrandLoyalty has also adapted its mix of reward merchandise to focus on essential categories that are especially appealing to consumers facing uncertain times. These changes are designed to ensure consistent service to clients and consumers, while also making the business more responsive to dynamic market conditions.”

Second Quarter 2022 Consolidated Financial Results

Total revenue for the second quarter was $172 million, up 14% from the second quarter of 2021 and adjusted EBITDA of $27 million was down 15% year over year. Net loss was $(442) million, or $(17.95) per diluted share. Net loss and diluted EPS include approximately $(428) million or $(17.32) per share of restructuring and other charges, strategic transaction costs and goodwill impairment.

Our available liquidity at June 30, 2022 was $224 million, and we were in compliance with our loan covenants. In response to the uncertain economic outlook globally, we recently adjusted our covenant thresholds to provide more flexibility and certainty over the near and medium term as we continue to execute on strategic initiatives to advance the business.

Second Quarter Segment Financial Results

AIR MILES Reward Program: Revenue decreased 7% to $67 million, compared to $72 million in the second quarter of 2021, primarily due to the increased Collector value proposition implemented in late 2021, but also as a result of the impact of the decline in AIR MILES reward miles issued during the pandemic in 2020 and 2021. Adjusted EBITDA decreased 14% to $32 million, excluding $4 million in restructuring and other costs, compared to the second quarter of 2021, due to the decline in revenue noted above.

AIR MILES reward miles issuance increased 8%. AIR MILES reward miles redeemed increased 54% compared to the second quarter of 2021, due to the continued demand for travel as COVID-related restrictions abated.

BrandLoyalty: Revenue increased 33% to $105 million from $79 million in the second quarter of 2021, primarily resulting from the timing and size of loyalty campaigns in market. Adjusted EBITDA of ($450,000), excluding $423 million in goodwill impairment and strategic transaction costs, was slightly improved from the prior year, but below expectations due to higher logistics costs, program performance and economic uncertainty in key regions.

Summary & Outlook

“Second quarter results were mixed, reflecting the resilient performance of AIR MILES, and a volatile economic environment characterized by geopolitical tension, higher energy prices, surging inflation and declining consumer confidence that impacted BrandLoyalty’s financial results. During this transition year for Loyalty Ventures, we remain committed to strategies intended to accelerate our long-term growth in ways that will benefit our consumers, partners and clients. Our digital-first investment strategy is progressing at both segments and is expected to deliver greater consumer engagement, stronger data assets and more personalization in marketing execution on behalf of our clients.

“As we enter the second half of the year, we now anticipate that our adjusted EBITDA for 2022 will be approximately $110 million, which represents AIR MILES’ contribution, as BrandLoyalty’s contribution is expected to offset corporate expenses. These projections reflect the economic realities in our BrandLoyalty markets, the mid-August transition of Sobeys’ Atlantic region, and the strategic investments underway. These projected

2


Loyalty Ventures Inc.

August 11, 2022

financial results, along with the add-backs used to calculate Consolidated EBITDA as defined in our credit agreement, should enable us to maintain compliance with our revised loan covenants.

“We remain committed to the capital allocation priorities that we outlined earlier this year, which are designed to deliver stronger marketing ROI’s and topline growth for our sponsors and clients and, in turn, drive long-term growth at both AIR MILES and BrandLoyalty,” Mr. Horn concluded.

Second Quarter 2022 Conference Call and Webcast Information

Loyalty Ventures Inc. will hold a conference call to discuss its results and business outlook at 4 p.m. CT on Thursday, August 11, 2022. The live webcast of the conference call can be accessed here. The webcast replay will be available on the Company’s investor relations website for up to one year.

About Loyalty Ventures Inc.

Loyalty Ventures Inc. (Nasdaq: LYLT), an S&P SmallCap 600 company, is a leading provider of tech-enabled, data-driven consumer loyalty solutions. We help partners achieve their strategic and financial objectives including increased consumer basket size, shopper traffic, frequency, digital reach and enhanced program reporting and analytics.

We help financial services providers, retailers and other consumer-facing businesses create and increase customer loyalty across multiple touch points from traditional to digital to mobile and emerging technologies. We own and operate the AIR MILES® Reward Program, Canada’s most recognized loyalty program, and Netherlands-based BrandLoyalty, a global provider of purpose-driven, tailor-made, campaign-based loyalty solutions for grocers and other high-frequency retailers.

At our AIR MILES Reward Program, AIR MILES Collectors earn AIR MILES at more than 300 leading Canadian, global and online brands and at thousands of retail and service locations across the country. This activity powers an unmatched data asset which along with world-class analytics and marketing capabilities, enables clients to accelerate their marketing activities and ROI. AIR MILES provides Collectors the flexibility and choice to use AIR MILES on aspirational rewards such as merchandise, travel, events or attractions or, instantly, in-store or online, through AIR MILES Cash at participating Partner locations. For more information, visit: airmiles.ca. Having celebrated the issuance of its 100 Billionth Mile in 2021, AIR MILES invites Canadians to visit the Program on Facebook, Instagram and Twitter.

BrandLoyalty provides winning loyalty campaigns by connecting high-frequency retailers, brand partners, and shoppers. BrandLoyalty changes shoppers’ behavior in high-frequency retail worldwide - both on a transactional and emotional level. Find out more via brandloyalty.com or on LinkedIn and YouTube.

More information about Loyalty Ventures can be found at loyaltyventures.com.

Caution Regarding Forward-Looking Statements

This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements give our expectations or forecasts of future events and can generally be identified by the use of words such as “believe,” “expect,” “anticipate,” “estimate,” “intend,” “project,” “plan,” “likely,” “may,” “should” or other words or phrases of similar import. Similarly, statements that describe our business strategy, outlook, objectives, plans, intentions or goals also are forward-looking statements. Examples of forward-looking statements include, but are not limited to, statements we make regarding, and the guidance we give with respect to, our anticipated operating or financial results and future economic conditions, including, but not limited to, continuing impacts related to COVID-19, including variants, reductions in government economic stimulus, labor shortages, reduction in demand from clients, supply chain disruption for our reward suppliers and disruptions in the airline or travel industries; changes in geopolitical conditions, including the Russian invasion of Ukraine; execution of restructuring plans and any resulting cost savings; loss of, or reduction in demand for services from, significant clients; loss of active AIR MILES® Reward Program collectors or greater than expected redemptions by the same; unfavorable resolution of

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Loyalty Ventures Inc.

August 11, 2022

pending or future litigation matters; disruption to operations due to the separation from our former parent or failure of the separation to be tax-free; our high level of indebtedness; increases in market interest rates; fluctuation in foreign exchange rates; new regulatory limitations related to consumer protection or data privacy limiting our services; and loss of consumer information due to compromised physical or cyber security.

We believe that our expectations are based on reasonable assumptions. Forward-looking statements, however, are subject to a number of risks and uncertainties that could cause actual results to differ materially from the projections, anticipated results or other expectations expressed in this release, and no assurances can be given that our expectations will prove to have been correct. These risks and uncertainties include, but are not limited to, factors set forth in the Risk Factors section of both (1) our Form 10-K for the most recently ended fiscal year and (2) any updates in Item 1A, or elsewhere, in our Quarterly Reports on Form 10-Q filed for periods subsequent to such Form 10-K or any updates thereto. Further risks and uncertainties include, but are not limited to, the execution of restructuring plans and any resulting cost savings. Our forward-looking statements speak only as of the date made, and we undertake no obligation, other than as required by applicable law, to update or revise any forward-looking statements, whether as a result of new information, subsequent events, anticipated or unanticipated circumstances or otherwise.

Financial Measures

In addition to the results presented in accordance with generally accepted accounting principles, or GAAP, the Company may present financial measures that are non-GAAP measures, adjusted EBITDA and adjusted EBITDA margin. The Company believes that these non-GAAP financial measures, viewed in addition to and not in lieu of the Company’s reported GAAP results, provide useful information to investors regarding the Company’s performance, liquidity and overall results of operations. The Company uses adjusted EBITDA as an integral part of internal reporting to measure the performance and operational strength of reportable segments and to evaluate the performance of senior management. Adjusted EBITDA eliminates the uneven effect across all reportable segments of non-cash depreciation of tangible assets and amortization of intangible assets and the non-cash effect of stock compensation expense. In addition, adjusted EBITDA eliminates goodwill impairment, strategic transaction costs, which represent costs related to the separation, and restructuring and other charges. Adjusted EBITDA margin represents adjusted EBITDA divided by revenue.

Reconciliation of Non-GAAP Financial Measures

Reconciliations to comparable GAAP financial measures are available in the accompanying schedules, which are posted as part of this earnings release in both the Press Releases and Investor Relations sections on the Company’s website (www.loyaltyventures.com). No reconciliation is provided with respect to forward looking annual guidance as we cannot reliably predict all necessary components or their impact to reconcile these non-GAAP measures without unreasonable effort. The events necessitating a non-GAAP adjustment are inherently unpredictable and may have a material impact on the Company’s future results.

The financial measures presented are consistent with the Company’s historical financial reporting practices. The non-GAAP financial measures presented herein may not be comparable to similarly titled measures presented by other companies and are not identical to corresponding measures used in other various agreements or public filings.

Investor Contacts:
Lynn Morgen, ADVISIRY PARTNERSLoyalty Ventures Inc. Investor Relations Line

lynn.morgen@advisiry.cominvestorrelations@loyalty.com

+1.212.750.5800+1.972.338.4505

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Loyalty Ventures Inc.

August 11, 2022

LOYALTY VENTURES INC.

UNAUDITED CONDENSED CONSOLIDATED AND COMBINED STATEMENTS OF OPERATIONS

Three Months Ended

Six Months Ended

June 30, 

June 30, 

2022

    

2021

    

2022

    

2021

(in thousands, except per share amounts)

Revenues

 

  

 

  

 

  

 

  

Redemption, net

$

96,951

$

78,831

$

181,927

$

183,695

Services

 

65,290

 

67,215

 

129,073

 

133,438

Other

 

9,562

 

4,859

 

15,748

 

10,326

Total revenue

 

171,803

 

150,905

 

326,748

 

327,459

Operating expenses

 

  

 

  

 

  

 

  

Cost of operations (exclusive of depreciation and amortization disclosed separately below)

 

146,107

117,092

273,985

252,937

General and administrative

 

4,608

3,905

10,817

7,590

Depreciation and other amortization

 

8,612

8,977

17,737

17,571

Amortization of purchased intangibles

 

273

444

561

883

Goodwill impairment

422,922

422,922

Total operating expenses

 

582,522

 

130,418

 

726,022

 

278,981

Operating (loss) income

 

(410,719)

20,487

 

(399,274)

 

48,478

Interest expense (income), net

 

9,394

(113)

18,446

(182)

(Loss) income before income taxes and loss from investment in unconsolidated subsidiary

 

(420,113)

 

20,600

 

(417,720)

 

48,660

Provision for income taxes

 

21,787

6,090

23,162

15,074

Loss from investment in unconsolidated subsidiary – related party, net of tax

 

5

42

Net (loss) income

$

(441,900)

$

14,505

$

(440,882)

$

33,544

Net (loss) income per share:

Basic

$

(17.95)

$

0.59

$

(17.92)

$

1.36

Diluted

$

(17.95)

$

0.59

$

(17.92)

$

1.36

Weighted average shares:

Basic

24,612

24,585

24,605

24,585

Diluted

24,612

24,585

24,605

24,585

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Loyalty Ventures Inc.

August 11, 2022

LOYALTY VENTURES INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

June 30, 

December 31, 

2022

    

2021

(in thousands, except per share amounts)

ASSETS

Cash and cash equivalents

$

97,403

$

167,601

Accounts receivable, net

 

255,000

 

288,251

Inventories, net

 

222,058

 

188,577

Redemption settlement assets, restricted

 

672,114

 

735,131

Other current assets

 

25,180

 

28,627

Total current assets

 

1,271,755

 

1,408,187

Property and equipment, net

 

70,081

 

79,959

Right of use assets - operating

 

91,810

 

99,515

Deferred tax asset, net

 

48,233

 

58,128

Intangible assets, net

 

2,316

 

3,095

Goodwill

 

191,189

 

649,958

Other non-current assets

 

24,553

 

24,885

Total assets

$

1,699,937

$

2,323,727

LIABILITIES AND (DEFICIENCY) EQUITY

 

  

 

  

Accounts payable

$

93,057

$

103,482

Accrued expenses

 

127,119

 

144,997

Deferred revenue

 

874,425

 

924,789

Current operating lease liabilities

 

8,881

 

10,055

Current portion of long-term debt

50,625

 

50,625

Other current liabilities

 

122,995

 

118,444

Total current liabilities

 

1,277,102

 

1,352,392

Deferred revenue

 

93,853

 

97,167

Long-term operating lease liabilities

 

95,935

 

103,242

Long-term debt

579,856

 

603,488

Other liabilities

 

19,978

 

20,874

Total liabilities

 

2,066,724

 

2,177,163

Common stock, $0.01 par value; authorized, 200,000 shares; issued, 24,612 shares and 24,585 shares at June 30, 2022 and December 31, 2021, respectively

246

246

Additional paid-in-capital

271,296

266,775

Accumulated deficit

(496,265)

(55,383)

Accumulated other comprehensive loss

 

(142,064)

 

(65,074)

Total (deficiency) equity

 

(366,787)

 

146,564

Total liabilities and (deficiency) equity

$

1,699,937

$

2,323,727

6


Loyalty Ventures Inc.

August 11, 2022

LOYALTY VENTURES INC.

UNAUDITED CONDENSED CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS

June 30, 

2022

2021

(in thousands)

CASH FLOWS FROM OPERATING ACTIVITIES:

  

  

Net (loss) income

$

(440,882)

$

33,544

Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:

 

 

Depreciation and amortization

 

18,298

 

18,454

Deferred income tax expense

 

7,142

 

2,579

Non-cash stock compensation

 

3,909

 

4,179

Goodwill impairment

422,922

 

Change in other operating assets and liabilities

 

(73,005)

 

31,816

Other

 

19,566

 

7,274

Net cash (used in) provided by operating activities

 

(42,050)

 

97,846

CASH FLOWS FROM INVESTING ACTIVITIES:

 

  

 

  

Change in redemption settlement assets, restricted

 

12,040

 

(41,032)

Capital expenditures

 

(9,741)

 

(8,859)

Distributions from investment in unconsolidated subsidiary – related party

 

 

795

Net cash provided by (used in) investing activities

 

2,299

 

(49,096)

CASH FLOWS FROM FINANCING ACTIVITIES:

 

  

 

  

Borrowings under debt agreements

6,000

 

Repayments of borrowings

(31,313)

 

Dividends paid to former Parent

(120,000)

Net transfers from former Parent

192

Net transfers from former Parent for Separation-related transactions

 

1,569

 

Other

 

(693)

 

Net cash used in financing activities

 

(24,437)

 

(119,808)

Effect of exchange rate changes on cash, cash equivalents and restricted cash

 

(5,966)

 

781

Change in cash, cash equivalents and restricted cash

 

(70,154)

 

(70,277)

Cash, cash equivalents and restricted cash at beginning of year

 

232,602

 

337,525

Cash, cash equivalents and restricted cash at end of year

$

162,448

$

267,248

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Loyalty Ventures Inc.

August 11, 2022

LOYALTY VENTURES INC.

UNAUDITED SUMMARY OF FINANCIAL HIGHLIGHTS

Three Months Ended June 30, 

Six Months Ended June 30, 

 

    

2022

    

2021

    

% Change

    

2022

    

2021

    

% Change

 

 

(in thousands, except percentages)

Segment Revenue:

 

  

 

  

 

  

 

  

 

  

 

  

AIR MILES Reward Program

$

66,554

$

71,937

 

(7)

%  

$

132,262

$

142,194

 

(7)

%

BrandLoyalty

 

105,292

 

78,968

 

33

 

194,573

 

185,265

 

5

Corporate/Other

 

 

 

 

 

Eliminations

(43)

nm*

(87)

nm*

Total

$

171,803

$

150,905

 

14

%  

$

326,748

$

327,459

 

%

Segment Adjusted EBITDA:

 

  

 

  

 

  

 

  

 

  

 

  

AIR MILES Reward Program

$

31,576

$

36,758

 

(14)

%  

$

60,981

$

73,209

 

(17)

%

BrandLoyalty

 

(450)

 

(1,110)

 

(59)

 

(214)

 

4,597

 

(105)

Corporate/Other

 

(3,679)

 

(3,415)

 

8

 

(8,621)

 

(6,695)

 

29

Total

$

27,447

$

32,233

 

(15)

%  

$

52,146

$

71,111

 

(27)

%

Key Performance Indicators (in millions):

AIR MILES reward miles issued

1,228.5

1,139.2

8

%  

2,293.3

2,250.8

2

%  

AIR MILES reward miles redeemed

1,232.8

800.3

54

%  

2,290.0

1,539.6

49

%  

* not meaningful

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Loyalty Ventures Inc.

August 11, 2022

LOYALTY VENTURES INC.

UNAUDITED RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

Three Months Ended

Six Months Ended

June 30, 

June 30, 

    

2022

    

2021

    

2022

    

2021

(in thousands)

Adjusted EBITDA:

Net (loss) income

$

(441,900)

$

14,505

$

(440,882)

$

33,544

Loss from investment in unconsolidated subsidiary – related party, net of tax

5

42

Provision for income taxes

21,787

6,090

23,162

15,074

Interest expense (income), net

9,394

(113)

18,446

(182)

Depreciation and other amortization

8,612

8,977

17,737

17,571

Amortization of purchased intangibles

273

444

561

883

Stock compensation expense

1,581

2,325

3,909

4,179

Goodwill impairment

422,922

422,922

Strategic transaction costs (1)

512

2,025

Restructuring and other charges (2)

4,266

4,266

Adjusted EBITDA

$

27,447

$

32,233

$

52,146

$

71,111

(1)Represents costs associated with the separation, which were comprised of amounts associated with the Employee Matters Agreement.
(2)Represents costs associated with termination benefits, asset impairments and other exit costs.

9


Exhibit 99.2

GRAPHIC

Second Quarter 2022 Results 1 August 2022

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Forward - Looking Statements and Financial Measures 2 This presentation contains forward - looking statements within the meaning of Section 27A of the Securities Act of 1933, as amende d, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward - looking statements give our expectations or forecasts of future events and can generally be identified by the u se of words such as “believe,” “expect,” “anticipate,” “estimate,” “intend,” “project,” “plan,” “likely,” “may,” “should” or other words or phrases of similar import. Similarly, statements tha t d escribe our business strategy, outlook, objectives, plans, intentions or goals also are forward - looking statements. Examples of forward - looking statements include, but are not limited to, statements we make regarding, and the guidance we give with respect to, our anticipated operating or financial results and future economic conditions, including, but not limited to, continuing impacts rel ated to COVID - 19, including variants, reductions in government economic stimulus, labor shortages, reduction in demand from clients, supply chain disruption for our reward suppliers and disruptions in the airline or travel industries; changes in geopolitical conditions, including the Russian invasion of Ukraine; execution of restructuring plans and any resulting cost savings; loss of, or reduc tio n in demand for services from, significant clients; loss of active AIR MILES® Reward Program collectors or greater than expected redemptions by the same; unfavorable resolution of pending or futur e l itigation matters; disruption to operations due to the separation from our former parent or failure of the separation to be tax - free; our high level of indebtedness; increases in market interest rates; fluctuation in foreign exchange rates; new regulatory limitations related to consumer protection or data privacy limiting our services; and loss of consumer information due to compromised phy sic al or cyber security. We believe that our expectations are based on reasonable assumptions. Forward - looking statements, however, are subject to a numb er of risks and uncertainties that could cause actual results to differ materially from the projections, anticipated results or other expectations expressed in this release, and no assurance s c an be given that our expectations will prove to have been correct. These risks and uncertainties include, but are not limited to, factors set forth in the Risk Factors section of both (1) our For m 10 - K for the most recently ended fiscal year and (2) any updates in Item 1A, or elsewhere, in our Quarterly Reports on Form 10 - Q filed for periods subsequent to such Form 10 - K or any updates thereto. F urther risks and uncertainties include, but are not limited to, the execution of restructuring plans and any resulting cost savings. Our forward - looking statements speak only as of the date made, and we undertake no obligation, other than as required by applicable law, to update or revise any forward - looking statements, whether as a result of new information, subsequent events, a nticipated or unanticipated circumstances or otherwise. In addition to the results presented in accordance with generally accepted accounting principles, or GAAP, we may present fin anc ial measures that are non - GAAP measures, such as adjusted EBITDA, adjusted EBITDA margin and free cash flow. Adjusted EBITDA eliminates the non - cash depreciation of tangible assets and a mortization of intangible assets, the non - cash effect of stock compensation expense, goodwill impairment, strategic transaction costs and restructuring and other charges. Adjusted EBITDA m arg in represents adjusted EBITDA divided by revenue. Free cash flow represents cash flow from operations less capital expenditures. Free cash flow is a liquidity measure used by management to evaluate the amount of cash available for debt repayment, acquisition opportunities and other corporate purposes. No reconciliation is provided with respect to forward looking annual gui dance as we cannot reliably predict all necessary components or their impact to reconcile these non - GAAP measures without unreasonable effort. The events necessitating a non - GAAP adjustment are inhe rently unpredictable and may have a material impact on our future results. Reconciliations to the most directly comparable GAAP financial measures are available in our earnings press r ele ase, which is posted in the Press Releases section on our website (www.loyaltyventures.com).

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Q2 2022 Key Takeaways 3 Performance Update • AIR MILES ® Reward Program miles issued increased 8% • BrandLoyalty is facing macro challenges, which have pressured growth and margins Capital Structure & Priorities • Secured flexibility through amendment to credit facility • Executed against strategic investment imperatives across Q2 • Committed to maintaining capital priorities across second half of 2022

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Q2 2022 Summary of Financial Results 4 • Q2 Revenue increased 14% year - over - year despite the Collector value proposition enhancement at AIR MILES (3) and the decline in the EUR/USD exchange rate • Sequential revenue improvement in both segments in Q2 compared to Q1 • Q2 Adj. EBITDA decreased 15% year - over - year due to the Collector value proposition enhancement at AIR MILES and underperforming programs in EMEA and logistics costs at BrandLoyalty • Net loss impacted by $423 million goodwill impairment at BrandLoyalty Notes: 1. Adj. EBITDA excludes goodwill impairment, restructuring costs and strategic transaction costs 2. Loss per share (“EPS”) 3. In accordance with ASC 606, “Revenue from contracts with customers”, redemption revenue for our AIR MILES Reward Program is presented net of cost of redemptions $172MM Revenue $27MM Adj. EBITDA (1) ($442MM) ($17.95) Q2 YTD $327MM $52MM ($441MM) ($17.92) Net Loss / Diluted EPS (2)

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Americas EMEA APAC BrandLoyalty Performance Update 5 • EMEA impacted by inflation, rising rates and consumer anxiety • APAC opening back up after long COVID lockdowns • Americas expected to contribute to future growth 76% 19% 5% Q2 2022 Revenue by Geography Campaign Highlights Retailer Rewards Supplier

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Macro • Paused operations in Russia, with an estimated direct impact of $16 million in lost revenue in 2022 • Persistence of higher logistics costs reduced margins • Campaign under - performance as aspirational reward merchandise planned in 2021 did not align with consumer expectations today in current macro environment BrandLoyalty Recent Developments 6 Path Forward • Implementation of operational efficiency plan to offset margin impact of higher costs • Alternative reward merchandise, with a focus on digital - first campaigns to bypass supply chain challenges • Refocusing business development efforts towards familiar geographies and proven reward categories to reduce execution risk Goodwill • Macro conditions and performance triggered goodwill review, and resulted in a goodwill impairment of $423 million • Assumptions impacted by market conditions at the measurement date

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AIR MILES Reward Program New Partnership Models 7 AIR MILES is focused on growing its Partner base – current and prospective Partners will discover more flexible and tailored loyalty options, and Collectors will benefit with more expansive earning opportunities Core Sponsor renewals provide a strong foundation, but AIR MILES is also pursuing new revenue streams through non - traditional partnerships AIR MILES will leverage its data, digital reach and currency to accelerate Partners’ growth Accelerate Growth Grow Partner Base New Revenue Streams

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AIR MILES Reward Program Ecosystem Update 8 Core Card and Loyalty Linked Depth of Integration and Partnership AIR MILES Shops Open & Flexible Model Will Expand Ecosystem • Allows brands to participate and expand the commitment to AIR MILES as value proposition is proven over time • Access to scale – Collector base and communications channels • Enhanced data and insights beyond a brand’s four walls • Instant history with loyalty linking • Ease of integration – lessening friction to entry • Flexibility on term and exclusivities with preferential marketing and services available to more fully integrated Partners • Light - weight technology integration options • Measurable ROI – closed loop measure and attribution • Consolidation of investment to high impact promotions Partner Benefits Home Improvement Ontario Consumer Electronics Athletic Wear General Merchandise Fashion / Clothing Entertainment Travel / Hospitality

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Renewal Update • Active discussions underway with key long - time Sponsors AIR MILES Reward Program Recent Developments 9 New Opportunities • Grocer exit enables pursuit of Partners in key adjacent verticals • Discussions underway with convenience stores, mass merchandise, discount and everyday low price • Goal to expand weekly touchpoints for Collectors and increase overall transaction volume, frequency and issuance BMO Grocery Accelerator • Partnered with Bank of Montreal to launch a flexible and timely campaign • Welcoming new shoppers to AIR MILES across every grocer in Canada • Rewarding existing Collectors during a time of rising grocery prices

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CapEx commitment of $20 - $25MM to drive consumer engagement, digital innovation and data & analytics capabilities Improvements include mobile enrollment (bolsters Collector acquisition and retention) and self service (reduces call center volumes, creating a better user experience) Include monthly active app users and total active Collectors AIR MILES Reward Program Strategic Investments 10 Success Metrics Roadmap Progress

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AIR MILES Reward Program Recent Performance 11 • Miles issued in Q2 up 8% year - over - year with particular strength in credit cards and fuel • Burn rate remained elevated due to pent - up demand for travel as pandemic restrictions have abated • Redemption Settlement Assets (held in trust) fund future redemptions 1,053 1,240 1,355 1,112 1,139 1,155 1,264 1,065 1,229 58% 55% 62% 67% 70% 78% 85% 99% 100% 0% 20% 40% 60% 80% 100% 120% 140% 160% 0 200 400 600 800 1,000 1,200 1,400 1,600 2Q20 3Q20 4Q20 1Q21 2Q21 3Q21 4Q21 1Q22 2Q22 Miles Issued (in Millions) Miles Redeemed / Issued ("Burn Rate")

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Financial Results – Consolidated 12 ($ in millions, except per share) Q2 2022 Q2 2021 % Change YTD 6/30/22 YTD 6/30/21 % Change Total revenue $171.8 $150.9 14% $326.7 $327.5 -% Operating expenses Cost of operations (exclusive of goodwill impairment and restructuring costs below) $155.3 $130.4 19% $298.8 $279.0 7% Goodwill impairment 422.9 - nm 422.9 - nm Restructuring and other charges 4.3 - nm 4.3 - nm Total operating expenses $582.5 $130.4 nm $726.0 $279.0 nm Operating (loss) income ($410.7) $20.5 nm ($399.3) $48.5 nm Interest expense (income), net 9.4 (0.1) nm 18.4 (0.2) nm (Loss) income before income taxes and loss from investment in unconsolidated subsidiary ($420.1) $20.6 nm ($417.7) $48.7 nm Provision for income taxes $21.8 $6.1 nm $23.2 $15.1 nm Loss from investment in unconsolidated subsidiary – related party, net of tax - 0.0 nm - 0.0 nm Net (loss) income ($441.9) $14.5 nm ($440.9) $33.5 nm Net (loss) income per share - Diluted ($17.95) $0.59 nm ($17.92) $1.36 nm Weighted average shares - Diluted 24.6 24.6 0% 24.6 24.6 0%

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Financial Results – Segments 13 Notes: 1. In accordance with ASC 606, “Revenue from contracts with customers”, redemption revenue for our AIR MILES Reward Program is p res ented net of cost of redemptions ($ in millions) Q2 2022 Q2 2021 % Change YTD 6/30/22 YTD 6/30/21 % Change AIR MILES Reward Program (1) $66.6 $71.9 (7%) $132.3 $142.2 (7%) BrandLoyalty 105.3 79.0 33% 194.6 185.3 5% Eliminations (0.0) - nm (0.1) - nm Total Revenue $171.8 $150.9 14% $326.7 $327.5 -% AIR MILES Reward Program $31.6 $36.8 (14%) $61.0 $73.2 (17%) BrandLoyalty (0.5) (1.1) (59%) (0.2) 4.6 (105%) Corporate/Other (3.7) (3.4) 8% (8.6) (6.7) 29% Total Adj. EBITDA $27.4 $32.2 (15%) $52.1 $71.1 (27%)

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148 32 (14) 166 2021A 2022E AIR MILES BrandLoyalty Corporate 285 451 735 2021A 2022E AIR MILES BrandLoyalty 2022 Consolidated Outlook 14 Revenue $MM Adj. EBITDA $MM Key Commentary Based on our current visibility, we expect full year 2022 revenue to range from $690 to $710 million Growth in issuance and redemptions balanced with uncertainty on regional timing of grocer exit Persistence of higher logistics costs, mismatch of previously planned campaigns with luxury/aspirational rewards and consumers' economic concerns are heavily impacting 2022 performance 110 690 – 710 260 430 – 450 110 18 – 20 (18) – (20)

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Financial Results – Recent Developments 15 Operational Efficiency Program Debt Covenant • Modified leverage covenant to provide flexibility to transform the business 2022 2023 2024 2025 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Prior Covenant Maximum Leverage 5.00x 4.50x 4.25x Amended Covenant Maximum Leverage 5.75x 5.50x 5.25x 5.00x 4.75x Reduce Expense Base $15 Million in Expected Run - Rate Annual Savings Mitigate Short - Term Risk & Position for Long - Term

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Liquidity & Capital Structure 16 Cash and Cash Equivalents (1) Revolver Capacity (2) Liquidity $97 $127 $224 Net Debt at 6/30/22 $552 Gross Debt at 6/30/22 $650 Less: Cash at 6/30/22 ($97) Q2 2022 Liquidity Capital Structure ($ in millions) ($ in millions, figures do not total due to rounding) 2022 Free Cash Flow priorities include reinvesting in the business and deleveraging Gross Debt at 3/31/22 $662 Less: Q2 Debt Reduction ($13) Notes: 1. Redemption Settlement Assets, which include restricted cash, are presented separately on the balance sheet 2. $150MM revolver; no amounts borrowed, but adjusted for letters of credit

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More flexibility after Operating Efficiency Plan and covenant adjustments BrandLoyalty developing new solutions in response to macro challenges AIR MILES introducing new ways to participate in the Program for both Sponsors and Collectors Fortifying the business for uncertain economic climate while positioning Loyalty Ventures for expected growth in 2023 and beyond Summary 17 1 2 3 4

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APPENDIX

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2022 Taxes 19 • AIR MILES Reward Program and BrandLoyalty tax rates estimated to range from ~25% to ~28% (1) • Currently non - deductible U.S. expenses, including interest expense, corporate overhead and Canadian withholding taxes will negatively impact our effective tax rate • Non - deductible expenses have an unlimited carryforward period to be used against future U.S. taxable income • Non - deductible goodwill impairment and write - down of BrandLoyalty deferred tax assets negatively impacted the effective tax rate in Q2 • Estimated cash taxes of $25MM to $30MM Notes: 1. Excluding write - down of BrandLoyalty deferred tax assets and goodwill impairment