Fair Value

12 Months Ended

Jan. 31, 2012

Fair Value [Abstract]

Fair Value [Text Block]

(6) Fair Value

The FASB's authoritative guidance establishes a framework for measuring fair value and requires disclosures about fair value measurements by establishing a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:

Basis of Fair Value Measurement at Reporting Date Using:

Level 1 Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the asset or the liability; or inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3 Unobservable inputs reflecting the Company's own assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available.

The following inputs were used to determine the fair value of the Company's investment securities, contingent consideration obligations and imbedded derivative at January 31, 2012:

	Total			(Level 1)		(Level 2)		(Level 3)
SERP investment in mutual funds	$	3,318,000		$	3,318,000	$	-	$	-
Liability on earn-out for MSI acquisition		(100,000	)		-		-		(100,000	)
Liability on earn-out for Ingenium acquisition		(400,000	)		-		-		(400,000	)
Liability on earn-out for LTI acquisition		(500,000	)		-		-		(500,000	)
Embedded derivative in Mill Road debt		(61,000	)		-		-		(61,000	)

The following inputs were used to determine the fair value of the Company's investment securities and contingent consideration obligation at January 31, 2011:

	Total			(Level 1)		(Level 2)		(Level 3)
SERP investment in mutual funds	$	2,796,000		$	2,796,000	$	-	$	-
Earn-out for MSI acquisition		(500,000	)						(500,000	)

A Level 3 obligation was added in fiscal year 2011 for the contingent consideration obligation of $500,000 related to the Mechtronic Solutions Inc. acquisition. The fair value of the contingent consideration was reduced to $100,000 in fiscal year 2012 due to lower than expected results in year one of the earn-out period.  The difference was recorded to selling, general & administrative expense in the fourth quarter.  In fiscal year 2012, Level 3 obligations were added for the contingent consideration earn-out of $400,000 related to the Ingenium acquisition and $500,000 related to the Lightning Technologies, Inc. acquisition.  The fair values were estimated by applying the income approach. That measure is based on significant inputs not observable in the market, which are referred to as Level 3 inputs.  Key assumptions included in the Level 3 are the discount rate and probability adjusted revenues. The impairment losses recognized in fiscal year 2012 were measured using Level 3 inputs