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value on a stand-alone basis.
Fair value measurement 989
10.1.1
Highest and best use: determining what is legally permissible
To be legally permissible, the standard indicates a use of a non-financial asset need not
be legal (or have legal approval) at the measurement date, but it must not be legally
prohibited in the jurisdiction. [IFRS 13.BC69].
What is legally permissible is a matter of law. However, the IASB seems to be
distinguishing between a use that is explicitly prohibited and a use that would be
permitted if the jurisdiction’s specific legal requirements were met. However, in some
situations it may be difficult to determine whether a use is capable of being legally
permitted when, at the measurement date, it is subject to legal restrictions that are not
easily overcome.
The standard gives the example of a land development. Assume the government has
prohibited building on or developing certain land (i.e. the land is a protected area).
For the entity to develop the land, a change of law would be required. Since
development of this land would be illegal, it cannot be the highest and best use of
the land. Alternatively, assume the land has been zoned for commercial use, but
nearby areas have recently been developed for residential use and, as such, market
participants would consider residential development as a potential use of the land.
Since re-zoning the land for residential development would only require approval
from an authority and that approval is usually given, this alternative use could be
deemed to be legally permissible.
It is assumed that market participants would consider all relevant factors, as they exist
at the measurement date, in determining whether the legally permissible use of the non-
financial asset may be something other than its current use. That is, market participants
would consider the probability, extent and timing of different types of approvals that
may be required in assessing whether a change in the legal use of the non-financial asset
could be obtained.
The scenarios, of protected land and re-zoning of land, considered above illustrate
either end of the spectrum; uses that are unlikely and likely to be legally permissible,
respectively. However, consider the protected land example above. Assume the
government were expected to change the law in the near future to permit residential
development, but there had not been any similar changes in law to date. An entity
would need to consider the weight of evidence available and whether market
participants would have similar expectations. This may be more difficult without
past history of similar changes in law. However, an entity might consider factors
such as whether expectations are based on verbal assurances or written evidence;
whether the process to change the law has begun; and the risk that the change in
law will not be approved. It may also help to determine whether market participants
would pay for this potential. However, this fact, on its own, is unlikely to be
sufficient to support a use being legally permissible.
In our view, an entity would need to have sufficient evidence to support its
assumption about the potential for an alternative use, particularly in light of
IFRS 13’s presumption that the highest and best use is an asset’s current use. In the
example above of re-zoning land for residential development, the entity’s belief that
re-zoning was possible (or even likely) is unlikely to be sufficient evidence that the
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re-zoning is legally permissible. However, the fact that nearby areas had recently
been re-zoned for residential use may provide additional evidence as to the
likelihood that the land being measured could similarly be re-zoned. If obtaining re-
zoning permission is not merely perfunctory, there may be a significant burden on
the entity to prove that market participants would consider commercial use of the
land ‘legally permissible’.
10.1.2
Highest and best use versus current use
Although IFRS 13 presumes that an entity’s current use of an asset is its highest and
best use, market or other factors may suggest that a different use by market
participants would maximise the value of that asset. [IFRS 13.29]. Because the highest
and best use of an asset is determined based on market participants’ expectations,
reporting entities may need to consider alternative uses of an asset (e.g. land) in their
analysis of fair value. An entity’s current or intended use of a non-financial asset
might not be the highest and best use of the asset, and thus would not determine its
premise of value. Instead, the highest and best use of the asset (or asset group) should
be determined based on how market participants would maximise the asset’s value.
For example, market participants may maximise the value of land, currently used as
a site for a manufacturing facility, for residential housing instead.
The consideration of alternative uses is not intended to be exhaustive. It is not
necessary that all possible alternatives be considered. Instead, judgement is required
in assessing those alternative uses that market participants would consider in pricing
the asset. As noted above, consideration of what is physically possible, legally
permissible and financially feasible would be part of this assessment. Example 14.11,
based on an example in IFRS 13, illustrates this further. If an entity determines that
the highest and best use of an asset is different from its current use, IFRS 13 requires
that fact to be disclosed as well as the reason why the non-financial asset is being
used in a manner that differs from its highest and best use (disclosures are discussed
further at 20 below). [IFRS 13.93(i)].
It is important to note that even if the current use of a non-financial asset is the same as
its highest and best use, the underlying assumptions used to value the asset should not
be entity-specific, but instead should be based on the assumptions that market
participants would use when transacting for the asset in its current condition. Entity-
specific synergies, if they would differ from market participant synergies, would not be
considered in the determination of the highest and best use of the asset. This is
illustrated in Example 14.11. [IFRS 13.IE7-8].
Example 14.11: Highest and best use versus current use
An entity acquires land in a business combination. The land is currently developed for industrial use as
a site for a factory. The current use of the land is presumed to be its highest and best use unless market
or other factors suggest a different use. Nearby sites have recently been developed for residential use
as sites for high-rise apartment buildings. On the basis of that development and recent zoning and other
changes to facilitate that development, the entity determines that the land currently used as a site for a
factory could be developed as a site for residential use (i.e. for high-rise apartment buildings) because
market participants would take into account the potential to develop the site for residential use when
pricing the land.
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The highest and best use of the land would be d
etermined by comparing both of the following:
(a) the value of the land as currently developed for industrial use (i.e. the land would be used in combination
with other assets, such as the factory, or with other assets and liabilities);
(b) the value of the land as a vacant site for residential use, taking into account the costs of demolishing the
factory and other costs (including the uncertainty about whether the entity would be able to convert the
asset to the alternative use) necessary to convert the land to a vacant site (i.e. the land is to be used by
market participants on a stand-alone basis).
The highest and best use of the land would be determined on the basis of the higher of those values. In
situations involving real estate appraisal, the determination of highest and best use might take into account
factors relating to the factory operations, including its assets and liabilities.
Assume that the fair value of the land in-use as a manufacturing operation is determined to be CU 4,000,000
and that the fair value for the land as a vacant site that can be used for residential purposes is CU 5,000,000.
In order to convert the land from a manufacturing operation to a vacant site for residential use, the
manufacturing facility must be removed. Assuming demolition and other costs of CU 500,000.* In order to
determine the fair value of the land, the price of the land as a residential development site (CU 5,000,000)
would need to be adjusted for the transformation costs (CU 500,000) necessary to prepare the land for
residential use. Therefore, the amount of CU 4,500,00 must be used as the fair value of the land.
* For simplicity purposes, this example does not specifically discuss other types of costs that may need to be
considered in determining the fair value of the land for residential use (such as the effect of intangible or other
assets related to the manufacturing facility).
10.1.3
Highest and best use versus intended use (including defensive value)
An entity’s intended use of an asset, at the time it is acquired, may not be the same as
how market participants would use the asset. If the highest and best use and the entity’s
intended use of an asset are not the same, it could result in differences between the
price to acquire the asset and fair value measured in accordance with IFRS 13 (see 13
below). IFRS 13 requires that the highest and best use of an asset be determined from
the perspective of market participants, even if management intends a different use,
[IFRS 13.29, 30], as is illustrated in Example 14.12.
In certain instances, the highest and best use of an asset may be to not actively use it,
but instead to lock it up or ‘shelve it’ (commonly referred to as a defensive asset). That
is, the maximum value provided by an asset may be its defensive value. IFRS 13 clarifies
that the fair value of an asset used defensively is not assumed to be zero or a nominal
amount. Instead, an entity should consider the incremental value such a use provides to
the assets being protected, such as the incremental value provided to an entity’s existing
brand name by acquiring and shelving a competing brand. Generally speaking, a nominal
fair value is appropriate only when an asset is abandoned (i.e. when an entity would be
willing to give the asset away for no consideration).
Importantly, an entity’s decision to use an asset defensively does not mean that market
participants would necessarily maximise the asset’s value in a similar manner. Likewise,
an entity’s decision to actively use an asset does not preclude its highest and best use to
market participants as being defensive in nature. The following example in IFRS 13
illustrates these points. [IFRS 13.IE9].
Example 14.12: Highest and best use versus intended use
An entity acquires a research and development (R&D) project in a business combination. The entity does not
intend to complete the project. If completed, the project would compete with one of its own projects (to provide
the next generation of the entity’s commercialised technology). Instead, the entity intends to hold (i.e. lock up)
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the project to prevent its competitors from obtaining access to the technology. In doing this the project is expected
to provide defensive value, principally by improving the prospects for the entity’s own competing technology.
To measure the fair value of the project at initial recognition, the highest and best use of the project would be
determined on the basis of its use by market participants. For example:
(a) The highest and best use of the R&D project would be to continue development if market participants
would continue to develop the project and that use would maximise the value of the group of assets or
of assets and liabilities in which the project would be used (i.e. the asset would be used in combination
with other assets or with other assets and liabilities). That might be the case if market participants do not
have similar technology, either in development or commercialised. The fair value of the project would
be measured on the basis of the price that would be received in a current transaction to sell the project,
assuming that the R&D would be used with its complementary assets and the associated liabilities and
that those assets and liabilities would be available to market participants.
(b) The highest and best use of the R&D project would be to cease development if, for competitive reasons,
market participants would lock up the project and that use would maximise the value of the group of
assets or of assets and liabilities in which the project would be used. That might be the case if market
participants have technology in a more advanced stage of development that would compete with the
project if completed and the project would be expected to improve the prospects for their own competing
technology if locked up. The fair value of the project would be measured on the basis of the price that
would be received in a current transaction to sell the project, assuming that the R&D would be used (i.e.
locked up) with its complementary assets and the associated liabilities and that those assets and liabilities
would be available to market participants.
(c) The highest and best use of the R&D project would be to cease development if market participants would
discontinue its development. That might be the case if the project is not expected to provide a market
rate of return if completed and would not otherwise provide defensive value if locked up. The fair value
of the project would be measured on the basis of the price that would be received in a current transaction
to sell the project on its own (which might be zero).
If the highest and best use in this example was (a), then that is the value that the entity must ascribe to the
R&D project, even though its intended use is to lock-up the project.
The fair value of the in-process research and development project in Example 14.12
above depends on whether market participants would use the asset offensively,
defensively or abandon it (as illustrated by points (a), (b) and (c) in the example,
respectively). As discussed at 10.1 above, if there are multiple types of market
participants who would use the asset differently, these alternative scenarios must be
considered before concluding on the asset’s highest and best use.
10.2 Valuation premise for non-finan
cial assets
Dependent on its highest and best use, the fair value of the non-financial asset will either
be measured based on the value it would derive on a stand-alone basis or in combination
with other assets or other assets and liabilities – i.e. the asset’s valuation premise.
10.2.1
Valuation premise – stand-alone basis
If the highest and best use of the asset is to use it on a stand-alone basis, an entity
measures the fair value of the asset individually. In other words, the asset is assumed to
be sold to market participants for use on its own. Fair value is the price that would be
received in a current transaction under those circumstances. [IFRS 13.31(b)]. For instance,
alternative (c) of Example 14.12 above suggests the highest and best use of the research
and development project could be to cease development. Since its highest and best use
is on a stand-alone basis, the fair value of the project would be the price that would be
received in a current transaction to sell the project on its own and assuming a market
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participant would cease development of the project. In addition, the asset should be
measured based only on its current characteristics, potentially requiring an adjustment
for transformation costs. For example, if land that is used as a factory site is to be valued
on a stand-alone basis, transformation costs (e.g. the cost of removing the factory)
should be considered in the fair value measurement.
When the valuation premise of one non-financial asset in an asset group is valued on a stand-
alone basis, all of the other assets in the group should also be valued using a consistent
valuation premise. For example, based on Example 14.11 at 10.1.2 above, if the highest and
best use of the land is determined to be on a stand-alone basis (i.e. as vacant land), the fair
value of the equipment in the factory could be determined under two alternative valuation
premises: (a) stand-alone (i.e. the value of the equipment sold on a stand-alone basis); or (b)
in conjunction with other equipment on the operating line, but in a different factory (i.e. not
in combination with the land, since the land would be valued on a stand-alone basis).