Financial Instruments and Off-Balance Sheet Risk | Financial Instruments and Off-Balance Sheet Risk As of September 30, 2018 and December 31, 2017 , the carrying amounts of cash, cash equivalents and accounts receivable approximated fair value because of the short maturity of these instruments. As of September 30, 2018 and December 31, 2017 , the carrying value of the Partnership’s margin deposits with brokers approximates fair value and consists of initial margin with futures transaction brokers, along with variation margin, which is paid or received on a daily basis, and is included in other current assets or other current liabilities. As of September 30, 2018 and December 31, 2017 , the carrying value of the Partnership’s debt approximated fair value due to the variable interest nature of these instruments. The Partnership’s deferred consideration was recorded in connection with an acquisition on April 18, 2017 using an estimated fair value discount at the time of the transaction. As of September 30, 2018 , the carrying value of the deferred consideration approximated fair value because there has been no significant subsequent change in the estimated fair value discount rate. The following table presents financial assets and financial liabilities of the Partnership measured at fair value on a recurring basis: As of September 30, 2018 Fair Value Measurement Quoted Prices in Active Markets Level 1 Significant Other Observable Inputs Level 2 Significant Unobservable Inputs Level 3 Derivative assets: Commodity fixed forwards $ 14,209 $ — $ 14,209 $ — Futures, swaps and options 42,571 42,566 5 — Commodity derivatives 56,780 42,566 14,214 — Interest rate swaps 5,993 — 5,993 — Other 14 — 14 — Total derivative assets $ 62,787 $ 42,566 $ 20,221 $ — Derivative liabilities: Commodity fixed forwards $ 42,175 $ — $ 42,175 $ — Futures, swaps and options 37,862 37,858 4 — Commodity derivatives 80,037 37,858 42,179 — Interest rate swaps 48 — 48 — Total derivative liabilities $ 80,085 $ 37,858 $ 42,227 $ — Contingent consideration $ 10,246 $ — $ — $ 10,246 As of December 31, 2017 Fair Value Quoted Significant Significant Derivative assets: Commodity fixed forwards $ 11,502 $ — $ 11,502 $ — Futures, swaps and options 100,630 100,613 17 — Commodity derivatives 112,132 100,613 11,519 — Interest rate swaps 2,615 — 2,615 — Total derivative assets $ 114,747 $ 100,613 $ 14,134 $ — Derivative liabilities: Commodity fixed forwards $ 61,195 $ — $ 61,195 $ — Futures, swaps and options 103,827 103,654 173 — Commodity derivatives 165,022 103,654 61,368 — Interest rate swaps 6 — 6 — Total derivative liabilities $ 165,028 $ 103,654 $ 61,374 $ — Contingent consideration $ 9,725 $ — $ — $ 9,725 Derivative Instruments The Partnership utilizes derivative instruments consisting of futures contracts, forward contracts, swaps, options and other derivatives individually or in combination, to mitigate its exposure to fluctuations in prices of refined petroleum products and natural gas. The use of these derivative instruments within the Partnership's risk management policy may generate gains or losses from changes in market prices. The Partnership enters into futures and over-the-counter (“OTC”) transactions either on regulated exchanges or in the OTC market. Futures contracts are exchange-traded contractual commitments to either receive or deliver a standard amount or value of a commodity at a specified future date and price, with some futures contracts based on cash settlement rather than a delivery requirement. Futures exchanges typically require margin deposits as security. OTC contracts, which may or may not require margin deposits as security, involve parties that have agreed either to exchange cash payments or deliver or receive the underlying commodity at a specified future date and price. The Partnership posts initial margin with futures transaction brokers, along with variation margin, which is paid or received on a daily basis, and is included in other current assets or other current liabilities. In addition, the Partnership may either pay or receive margin based upon exposure with counterparties. Payments made by the Partnership are included in other current assets, whereas payments received by the Partnership are included in accrued liabilities. Substantially all of the Partnership’s commodity derivative contracts outstanding as of September 30, 2018 will settle prior to March 31, 2020. The Partnership enters into some master netting arrangements to mitigate credit risk with significant counterparties. Master netting arrangements are standardized contracts that govern all specified transactions with the same counterparty and allow the Partnership to terminate all contracts upon occurrence of certain events, such as a counterparty’s default. The Partnership has elected not to offset the fair value of its derivatives, even where these arrangements provide the right to do so. The Partnership’s derivative instruments are recorded at fair value, with changes in fair value recognized in net income (loss) each period. The Partnership’s fair value measurements are determined using the market approach and includes non-performance risk and time value of money considerations. Counterparty credit is considered for receivable balances, and the Partnership’s credit is considered for payable balances. The Partnership determines fair value using a hierarchy for the inputs used to measure the fair value of financial assets and liabilities based on the source of the input, which generally range from quoted prices for identical instruments in a principal trading market (Level 1) to estimates determined using significant unobservable inputs (Level 3). Multiple inputs may be used to measure fair value; however, the level of fair value is based on the lowest significant input level within this fair value hierarchy. Details on the methods and assumptions used to determine the fair values are as follows: Fair value measurements based on Level 1 inputs: Measurements that are most observable and are based on quoted prices of identical instruments obtained from the principal markets in which they are traded. Closing prices are both readily available and representative of fair value. Market transactions occur with sufficient frequency and volume to assure liquidity. Fair value measurements based on Level 2 inputs: Measurements derived indirectly from observable inputs or from quoted prices from markets that are less liquid are considered Level 2. Measurements based on Level 2 inputs include OTC derivative instruments that are priced on an exchange traded curve, but have contractual terms that are not identical to exchange traded contracts. The Partnership utilizes fair value measurements based on Level 2 inputs for its fixed forward contracts, over-the-counter commodity price swaps, interest rate swaps and forward currency contracts. Fair value measurements based on Level 3 inputs: Measurements that are least observable are estimated from significant unobservable inputs determined from sources with little or no market activity for comparable contracts or for positions with longer durations. The Partnership utilizes fair value measurements based on Level 3 inputs for its contingent consideration liability. The Partnership does not offset fair value amounts recognized for the right to reclaim cash collateral (a receivable) or the obligation to return cash collateral (a payable) against the fair value of derivative instruments executed with the same counterparty under the same master netting arrangement. The Partnership had no right to reclaim or obligation to return cash collateral as of September 30, 2018 and December 31, 2017 . The Partnership enters into derivative contracts with counterparties, some of which are subject to master netting arrangements, which allow net settlements under certain conditions. The Partnership presents derivatives at gross fair values in the Condensed Consolidated Balance Sheets. The maximum amount of loss due to credit risk that the Partnership would incur if its counterparties failed completely to perform according to the terms of the contracts, based on the net fair value of these financial instruments, exclusive of cash collateral, was $25.4 million at September 30, 2018 . Information related to these offsetting arrangements is set forth below: As of September 30, 2018 Gross Amount Not Offset in Gross Amount of Assets/Liabilities in the Balance Sheet Financial Cash Net Amount Commodity derivative assets $ 56,780 $ (37,423 ) $ — $ 19,357 Interest rate swap derivative assets 5,993 — — 5,993 Other 14 — — 14 Fair value of derivative assets $ 62,787 $ (37,423 ) $ — $ 25,364 Commodity derivative liabilities $ (80,037 ) $ 37,423 $ 10,121 $ (32,493 ) Interest rate swap derivative liabilities (48 ) — — (48 ) Fair value of derivative liabilities $ (80,085 ) $ 37,423 $ 10,121 $ (32,541 ) As of December 31, 2017 Gross Amount Not Offset in Gross Amount of Assets/Liabilities in the Balance Sheet Financial Cash Net Amount Commodity derivative assets $ 112,132 $ (86,493 ) $ (4,303 ) $ 21,336 Interest rate swap derivative assets 2,615 — — 2,615 Fair value of derivative assets $ 114,747 $ (86,493 ) $ (4,303 ) $ 23,951 Commodity derivative liabilities $ (165,022 ) $ 86,493 $ 20,975 $ (57,554 ) Interest rate swap derivative liabilities (6 ) — — (6 ) Fair value of derivative liabilities $ (165,028 ) $ 86,493 $ 20,975 $ (57,560 ) The following table presents total realized and unrealized gains (losses) on derivative instruments utilized for commodity risk management purposes included in cost of products sold (exclusive of depreciation and amortization): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Refined products contracts $ 1,087 $ (17,281 ) $ 10,063 $ 27,637 Natural gas contracts (6,244 ) (908 ) (9,204 ) 13,850 Total $ (5,157 ) $ (18,189 ) $ 859 $ 41,487 There were no discretionary trading activities for the three and nine months ended September 30, 2018 and 2017 . The following table presents gross volume of commodity derivative instruments outstanding for the periods indicated: As of September 30, 2018 As of December 31, 2017 Refined Products (Barrels) Natural Gas (MMBTUs) Refined Products (Barrels) Natural Gas (MMBTUs) Long contracts 4,552 126,453 9,255 133,532 Short contracts (6,837 ) (71,121 ) (13,487 ) (72,074 ) Interest Rate Derivatives The Partnership has entered into interest rate swaps to manage its exposure to changes in interest rates on its Credit Agreement. The Partnership’s interest rate swaps hedge actual and forecasted LIBOR borrowings and have been designated as cash flow hedges. Counterparties to the Partnership’s interest rate swaps are large multinational banks and the Partnership does not believe there is a material risk of counterparty non-performance. The Partnership's interest rate swap agreements outstanding as of September 30, 2018 were as follows: Beginning Ending Notional Amount January 2018 January 2019 $ 275,000 January 2019 January 2020 $ 300,000 January 2020 January 2021 $ 300,000 January 2021 January 2022 $ 300,000 January 2022 January 2023 $ 250,000 There was no material ineffectiveness determined for the cash flow hedges for the three and nine months ended September 30, 2018 and 2017 . The Partnership records unrealized gains and losses on its interest rate swaps as a component of accumulated other comprehensive loss, net of tax, which is reclassified to earnings as interest expense when the payments are made. As of September 30, 2018 , the amount of unrealized gains, net of tax, expected to be reclassified to earnings during the following twelve-month period was $1.9 million . Contingent Consideration As part of the Coen Energy acquisition in 2017, the Partnership may be obligated to pay contingent consideration of up to $12.0 million if certain earnings objectives during the first three years following the acquisition are met. The estimated fair value of the contingent consideration arrangement is classified within Level 3 and was determined using an income approach based on probability-weighted discounted cash flows. Under this method, a set of discrete potential future earnings was determined using internal estimates based on various revenue growth rate assumptions for each scenario. A probability was assigned to each discrete potential future earnings estimate. The resulting probability-weighted contingent consideration amounts were discounted using a weighted average discount rate of 7.0% . Changes in either the revenue growth rates, related earnings or the discount rate could result in a material change to the amount of contingent consideration accrued and such changes will be recorded in the Partnership's condensed consolidated statements of operations. The Partnership records changes in the estimated fair value of the contingent consideration within selling, general and administrative expenses in the condensed consolidated statements of operations. Changes in the contingent consideration liability are measured at fair value on a recurring basis using unobservable inputs (Level 3) and during fiscal 2018 are as follows: Contingent consideration - December 31, 2017 $ 9,725 Change in estimated fair value 521 Contingent consideration - September 30, 2018 $ 10,246 |