Redeemable Preferred Stock

12 Months Ended

Dec. 31, 2013

Equity [Abstract]

Redeemable Preferred Stock

Redeemable Preferred Stock

In December 2012, the Company and the ViSalus founders and the other noncontrolling members reached an agreement and exchanged their remaining ViSalus membership interests for a total of 8,955,730 shares of Series A and Series B Redeemable Preferred Stock of ViSalus Inc. (“Preferred Stock”), which will become redeemable on December 31, 2017 for a total redemption price of $143.2 million (See Note 3). The shares are redeemable for cash on December 31, 2017 at a price per share equal to $15.99 unless prior thereto ViSalus shall have effected a “Qualified IPO” or the holders, at their option, elect to convert their Preferred Stock into common shares of ViSalus. The Preferred Stock is convertible into Class A and Class B common stock of ViSalus on a one for one basis. Preferred Stockholders have the same rights to earnings, dividends and voting as their common stock equivalents. ViSalus intends to pay quarterly dividends to its preferred and common stockholders (on an as-converted common stock basis) in an amount equal to its excess cash reserves, if any. In the event of a voluntary or involuntary liquidation or dissolution, the holders of the Preferred Stock are entitled to be paid out of the assets of ViSalus prior to making any payment to common stock holders. The balance at December 31, 2013 represents the fair value plus an accretion adjustment to arrive at its redemption value at December 31, 2017. In 2013, the Company recorded an earnings per share charge of $5.5 million or $0.34 per share representing the accretion adjustment to its redemption value after allocating attributable losses and dividends paid to preferred stock holders in excess of earnings.