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Variable Interest Entities
9 Months Ended
Sep. 30, 2014
Disclosure Text Block  
Variable Interest Entities

8. Variable Interest Entities (VIEs)

 

TDS consolidates variable interest entities in which it has a controlling financial interest and is the primary beneficiary. A controlling financial interest will have both of the following characteristics: (a) the power to direct the VIE activities that most significantly impact economic performance and (b) the obligation to absorb VIE losses and the right to receive benefits that are significant to the VIE. TDS reviews these criteria initially at the time it enters into agreements and subsequently when reconsideration events occur.

 

Consolidated VIEs

 

As of September 30, 2014, TDS holds a variable interest in and consolidates the following VIEs under GAAP:

 

  • Advantage Spectrum L.P. (“Advantage Spectrum”);
  • Aquinas Wireless L.P. (“Aquinas Wireless”); and
  • King Street Wireless L.P. (“King Street Wireless”) and King Street Wireless, Inc., the general partner of King Street Wireless.

 

The power to direct the activities that most significantly impact the economic performance of Advantage Spectrum, Aquinas Wireless and King Street Wireless (collectively, the “limited partnerships”) is shared. Specifically, the general partner of these VIEs has the exclusive right to manage, operate and control the limited partnerships and make all decisions to carry on the business of the partnerships; however, the general partner of each partnership needs consent of the limited partner, a TDS subsidiary, to sell or lease certain licenses, to make certain large expenditures, admit other partners or liquidate the limited partnerships. Although the power to direct the activities of the VIEs is shared, TDS has a disproportionate level of exposure to the variability associated with the economic performance of the VIEs, indicating that TDS is the primary beneficiary of the VIEs in accordance with GAAP. Accordingly, these VIEs are consolidated.

 

The following table presents the classification of the consolidated VIEs' assets and liabilities in TDS' Consolidated Balance Sheet.

   September 30, 2014 December 31, 2013
(Dollars in thousands)     
Assets     
 Cash and cash equivalents$ 2,791 $ 2,076
 Other current assets  145   1,184
 Licenses  311,852   310,475
 Property, plant and equipment, net  13,652   18,600
 Other assets and deferred charges  (8)   511
  Total assets$ 328,432 $ 332,846
        
Liabilities     
 Current liabilities$ 61 $ 46
 Deferred liabilities and credits  1,722   3,139
  Total liabilities$ 1,783 $ 3,185

Other Related Matters

 

The FCC has scheduled an auction of AWS-3 spectrum licenses, referred to as Auction 97, to begin on November 13, 2014. TDS is participating in Auction 97 indirectly through its interest in Advantage Spectrum. A subsidiary of U.S. Cellular is a limited partner in Advantage Spectrum. Advantage Spectrum intends to qualify as a “designated entity,” and thereby be eligible for bid credits with respect to spectrum purchased in Auction 97.

 

Advantage Spectrum, Aquinas Wireless and King Street Wireless were formed to participate in FCC auctions of wireless spectrum and to fund, establish, and provide wireless service with respect to any FCC licenses won in the auctions. As such, these entities have risks similar to those described in the “Risk Factors” in TDS' Form 10-K for the year ended December 31, 2013.

 

U.S. Cellular currently provides 4G LTE service in conjunction with King Street Wireless.

 

TDS' capital contributions, loans or advances to its VIEs totaled $0.9 million in the nine months ended September 30, 2014. In October 2014, TDS made additional capital contributions, loans or advances of $58.8 million to its VIEs. There were no capital contributions, loans or advances made to VIEs in the nine months ended September 30, 2013.

 

TDS may agree to make additional capital contributions and/or advances to the VIEs discussed above and/or to their general partners to provide additional funding for the purchase and/or development of licenses granted in various auctions. The possible amount of such additional capital contributions is not known at this time but could be substantial. TDS may finance such amounts with a combination of cash on hand, borrowings under its revolving credit agreement and/or long-term debt. There is no assurance that TDS will be able to obtain additional financing on commercially reasonable terms or at all to provide such financial support.