10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Amendment No. 1)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 30, 2014

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                 to           

Commission File Number 1 - 5332

P&F INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Delaware	22-1657413
(State or other jurisdiction of	(I.R.S. Employer Identification Number)
incorporation or organization)
445 Broadhollow Road, Suite 100, Melville, New York	11747
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (631) 694-9800

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes   x    No  ¨

Indicate by check mark whether the registrant has submitted  electronically and posted to its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period the registrant was required to submit and post such files).  Yes   x    No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer ¨	Smaller reporting company x
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes   ¨    No   x

As of November 12, 2014 there were 3,584,370 shares of the registrant’s Class A Common Stock outstanding.

EXPLANATORY NOTE

This amendment to the Quarterly Report on Form 10-Q/A (“Amendment No. 1”) is being filed in order to correct previously disclosed pro forma information in Note 3 — Acquisitions in the financial statements included in the original Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2014, filed on November 13, 2014 (the “Original Filing”).

These corrections have no impact, for any previously reported interim or annual period, on the Company’s consolidated balance sheets, consolidated statements of income and comprehensive income, consolidated statements of stockholders’ equity, or consolidated statements of cash flows, or any note related to such financial statements (other than Note 3).

A detailed description of the amended financial information is set forth in this Amendment No. 1 under Note 3 – Acquisitions to the Company's Consolidated Financial Statements, which presents a reconciliation between pro forma information in Note 3 contained in the Original Filing and adjusted pro forma information in Note 3 contained in this Amendment No. 1, relating to unaudited pro-forma revenue, unaudited pro-forma net income, and unaudited pro-forma basic and diluted earnings per share, each giving effect to the acquisitions of Exhaust Technologies, Inc., Universal Air Tool Company Limited, and Air Tool Service Company, as if they were consummated on January 1, 2013. Amendment No. 1 also amends the Company’s disclosures relating to the Company’s controls and procedures.

This Amendment No. 1 amends only Item 1 (Financial Statements) and Item 4 (Controls and Procedures) of Part I of the Original Filing as discussed above. The Company is also updating the Signature Page, Exhibit Index and certifications of our Chief Executive and Financial Officers contained in Exhibits 31.1, 31.2, 32.1 and 32.2. Except for the foregoing amended information, this Amendment No. 1 continues to describe conditions as of the date of the Original Filing, and the Company has not updated the disclosures contained herein to reflect events that occurred at a later date.

P&F INDUSTRIES, INC.

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2014

TABLE OF CONTENTS

		PAGE
PART I — FINANCIAL INFORMATION
Item 1.	Financial Statements	1
	Consolidated Balance Sheets as of September 30, 2014 (unaudited) and December 31, 2013	1
	Consolidated Statements of Income and Comprehensive Income for the three and nine-month periods ended September 30, 2014 and 2013 (unaudited)	3
	Consolidated Statement of Shareholders’ Equity for the nine months ended September 30, 2014 (unaudited)	4
	Consolidated Statements of Cash Flows for the nine months ended September 30, 2014 and 2013 (unaudited)	5
	Notes to Consolidated Financial Statements (unaudited)	7
Item 4	Controls and Procedures	17
PART II — OTHER INFORMATION
Signature		18
Exhibit Index		19

i

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

P&F INDUSTRIES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	September 30, 2014		December 31, 2013
	(unaudited)		(See Note 1)
ASSETS
CURRENT ASSETS
Cash	$	504,000	$	413,000
Accounts receivable - net		14,645,000		8,739,000
Inventories - net		24,307,000		22,974,000
Deferred income taxes - net		1,168,000		1,168,000
Prepaid expenses and other current assets		2,163,000		829,000
TOTAL CURRENT ASSETS		42,787,000		34,123,000
PROPERTY AND EQUIPMENT
Land		1,550,000		1,550,000
Buildings and improvements		7,669,000		7,626,000
Machinery and equipment		20,747,000		18,606,000
		29,966,000		27,782,000
Less accumulated depreciation and amortization		19,226,000		17,553,000
NET PROPERTY AND EQUIPMENT		10,740,000		10,229,000
GOODWILL		11,896,000		5,150,000
OTHER INTANGIBLE ASSETS - net		12,834,000		1,502,000
DEFERRED INCOME TAXES - net		479,000		1,594,000
OTHER ASSETS - net		588,000		643,000
TOTAL ASSETS	$	79,324,000	$	53,241,000

See accompanying notes to consolidated financial statements (unaudited).

1

P&F INDUSTRIES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	September 30, 2014			December 31, 2013
	(unaudited)			(See Note 1)
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Short-term borrowings	$	14,419,000		$	360,000
Accounts payable		4,703,000			3,006,000
Accrued liabilities		5,702,000			3,520,000
Current maturities of long-term debt		1,460,000			460,000
TOTAL CURRENT LIABILITIES		26,284,000			7,346,000
Long–term debt, less current maturities		8,475,000			6,903,000
Deferred taxes payable		2,853,000			—
Other liabilities		251,000			262,000
TOTAL LIABILITIES		37,863,000			14,511,000
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS’ EQUITY
Preferred stock - $10 par; authorized - 2,000,000 shares; no shares issued		—			—
Common stock
Class A - $1 par; authorized - 7,000,000 shares; issued – 4,138,000 at September 30, 2014 and 4,038,000 at December 31, 2013		4,138,000			4,038,000
Class B - $1 par; authorized - 2,000,000 shares; no shares issued		—			—
Additional paid-in capital		12,648,000			11,798,000
Retained earnings		27,721,000			25,871,000
Treasury stock, at cost – 345,000 shares at September 30, 2014 and 344,000 shares at December 31, 2013		(2,983,000	)		(2,977,000	)
Accumulated other comprehensive loss		(63,000	)		—
TOTAL SHAREHOLDERS’ EQUITY		41,461,000			38,730,000
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	79,324,000		$	53,241,000

See accompanying notes to consolidated financial statements (unaudited).

2

P&F INDUSTRIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (unaudited)

	Three months					Nine months
	ended September 30,					ended September 30,
	2014			2013		2014			2013
Net revenue	$	22,932,000		$	20,483,000	$	57,132,000		$	60,668,000
Cost of sales		14,904,000			13,428,000		36,466,000			38,777,000
Gross profit		8,028,000			7,055,000		20,666,000			21,891,000
Selling, general and administrative expenses		6,438,000			5,658,000		17,221,000			17,827,000
Operating income		1,590,000			1,397,000		3,445,000			4,064,000
Interest expense		158,000			116,000		335,000			386,000
Income before income taxes		1,432,000			1,281,000		3,110,000			3,678,000
Income tax expense		616,000			471,000		1,260,000			1,372,000
Net income	$	816,000		$	810,000	$	1,850,000		$	2,306,000
Basic earnings per share	$	0.22		$	0.22	$	0.50		$	0.63
Diluted earnings per share	$	0.20		$	0.20	$	0.47		$	0.59
Weighted average common shares outstanding:
Basic		3,792,000			3,694,000		3,737,000			3,684,000
Diluted		3,968,000			3,912,000		3,917,000			3,888,000
Net income	$	816,000		$	810,000	$	1,850,000		$	2,306,000
Other comprehensive loss - foreign currency translation adjustment		(63,000	)		—		(63,000	)		—
Total comprehensive income	$	753,000		$	810,000	$	1,787,000		$	2,306,000

See accompanying notes to consolidated financial statements (unaudited).

3

P&F INDUSTRIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY (unaudited)

				Class A Common Stock, $1 Par				Additional paid-in		Retained		Treasury stock						Accumulated other comprehensive
	Total			Shares		Amount		capital		earnings		Shares			Amount			loss
Balance, January 1, 2014	$	38,730,000			4,038,000	$	4,038,000	$	11,798,000	$	25,871,000		(344,000	)	$	(2,977,000	)	$	—
Net income		1,850,000			—		—		—		1,850,000		—			—			—
Foreign currency translation adjustment		(63,000	)		—		—		—		—		—			—			(63,000	)
Exercise of stock options		741,000			97,000		97,000		650,000		—		(1,000	)		(6,000	)		—
Restricted stock issuance		21,000			3,000		3,000		18,000		—		—			—			—
Stock-based compensation		182,000			—		—		182,000		—		—			—			—
Balance, September 30, 2014	$	41,461,000			4,138,000	$	4,138,000	$	12,648,000	$	27,721,000		(345,000	)	$	(2,983,000	)	$	(63,000	)

See accompanying notes to consolidated financial statements (unaudited).

4

P&F INDUSTRIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

	Nine months ended September 30,
	2014			2013
Cash Flows from Operating Activities:
Net income	$	1,850,000		$	2,306,000
Adjustments to reconcile net income to net cash provided by operating activities:
Non-cash charges:
Depreciation and amortization		1,137,000			1,176,000
Amortization of other intangible assets		361,000			192,000
Amortization of debt issue costs		67,000			75,000
(Adjustment to) provision for losses on accounts receivable		(107,000	)		46,000
Stock-based compensation		182,000			245,000
Loss on sale of fixed asset		7,000			—
Restricted stock-based compensation		21,000			30,000
Deferred income taxes-net		1,079,000			1,098,000
Changes in operating assets and liabilities - net of effects of acquisitions:
Accounts receivable		(3,824,000	)		(5,426,000	)
Inventories		1,671,000			927,000
Prepaid expenses and other current assets		(419,000	)		(313,000	)
Other assets		54,000			44,000
Accounts payable		1,212,000			91,000
Accrued liabilities		(171,000	)		515,000
Other liabilities		(12,000	)		(12,000	)
Total adjustments		1,258,000			(1,312,000	)
Net cash provided by operating activities		3,108,000			994,000

See accompanying notes to consolidated financial statements (unaudited).

5

P&F INDUSTRIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

	Nine months ended September 30,
	2014			2013
Cash Flows from Investing Activities:
Capital expenditures	$	(713,000	)	$	(428,000	)
Proceeds from disposal of assets		8,000			—
Purchase of net assets Air Tool Service Company		(7,559,000	)		—
Purchase of Exhaust Technologies, Inc.		(10,377,000	)		—
Purchase of Universal Air Tool Company Limited, net of cash acquired of $104,000		(1,701,000	)		—
Net cash used in investing activities		(20,342,000	)		(428,000	)
Cash Flows from Financing Activities:
Proceeds from exercise of stock options		741,000			62,000
Proceeds from short-term borrowings		66,166,000			49,408,000
Repayments of short-term borrowings		(52,107,000	)		(49,911,000	)
Proceeds from term loan		3,000,000			—
Repayments of term loan		(428,000	)		(345,000	)
Bank financing costs		(65,000	)		—
Net cash provided by (used in) financing activities		17,307,000			(786,000	)
Effect of exchange rate changes on cash and cash equivalents		18,000			—
Net increase (decrease) in cash		91,000			(220,000	)
Cash at beginning of period		413,000			695,000
Cash at end of period	$	504,000		$	475,000
Supplemental disclosures of cash flow information:
Cash paid for:
Interest	$	236,000		$	329,000
Income taxes	$	126,000		$	46,000
Supplemental disclosures of non-cash investing and financing activities:
Contingent Consideration on Acquisition	$	425,000		$	—

See accompanying notes to consolidated financial statements (unaudited).

6

P&F INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

NOTE 1 - SUMMARY OF ACCOUNTING POLICIES

Basis of Financial Statement Presentation

The accompanying unaudited Consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information, and with the rules and regulations of the Securities and Exchange Commission regarding interim financial reporting. Accordingly, these interim financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of the Company, as defined below, these unaudited consolidated financial statements include all adjustments necessary to present fairly the information set forth therein. All such adjustments are of a normal recurring nature. Results for interim periods are not necessarily indicative of results to be expected for a full year.

The consolidated balance sheet information as of December 31, 2013 was derived from the audited Consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013. The interim financial statements contained herein should be read in conjunction with that Report.

The consolidated financial statements have been reported in U.S. dollars by translating asset and liability amounts of a foreign wholly-owned subsidiary at the closing exchange rate, equity amounts at historical rates and the results of operations and cash flow at the average of the prevailing exchange rates during the periods reported. As a result, the Company is exposed to foreign currency translation gain or losses. These gains or losses are presented in its Consolidated Financial Statements as “Other comprehensive income (loss) - foreign currency translation adjustments”.

Principles of Consolidation

The unaudited Consolidated financial statements contained herein include the accounts of P&F Industries, Inc. and its subsidiaries, (“P&F” or the “Company”). All significant intercompany balances and transactions have been eliminated in consolidation. Certain amounts in the financial statements and related footnotes have been reclassified to conform to classifications used in the current year.

The Company

The Company operates in two primary lines of business, or segments: (i) tools and other products (“Tools”) and (ii) hardware and accessories (“Hardware”).

Tools

The Company conducts its Tools business through a wholly-owned subsidiary, Continental Tool Group, Inc. (“Continental”), which in turn currently operates through its wholly-owned subsidiaries, Florida Pneumatic Manufacturing Corporation (“Florida Pneumatic”) and Hy-Tech Machine, Inc. (“Hy-Tech”). During the third quarter of 2014, the Company acquired Exhaust Technologies Inc. and Universal Air Tool Company Limited. Both companies are subsidiaries of Florida Pneumatic. Additionally, during the third quarter of 2014, the Company acquired substantially all the assets of Air Tool Service Company, which business operates through a company, which is a wholly-owned subsidiary of Hy-Tech. (See Note 3 – Acquisitions, for additional information relating to these acquisitions)

Florida Pneumatic is engaged in the importation and sale of pneumatic hand tools, primarily for the retail, industrial and automotive markets, and the importation and sale of compressor air filters.  Florida Pneumatic also markets, through its Berkley Tool division (“Berkley”), a product line which includes pipe and bolt dies, pipe taps, wrenches, vises and stands, pipe and tubing cutting equipment, hydrostatic test pumps, and replacement electrical components for a widely-used brand of pipe cutting and threading machines.

Hy-Tech manufactures and distributes its own line of industrial pneumatic tools. Hy-Tech also produces and markets impact wrenches, grinders, drills, and motors. Further, it also manufactures tools to customer specifications. Its customers include refineries, chemical plants, power generation, heavy construction, oil and mining companies. In addition, Hy-Tech manufactures an extensive line of pneumatic tool replacement parts that are sold competitively to the original equipment manufacturer (“OEM”). It also manufactures and distributes high pressure stoppers for hydrostatic testing fabricated pipe, gears, sprockets, splines and racks and produces a line of siphons.

7

Hardware

The Company conducts its Hardware business through a wholly-owned subsidiary, Countrywide Hardware, Inc. (“Countrywide”). Countrywide conducts its business operations through its wholly-owned subsidiary, Nationwide Industries, Inc. (“Nationwide”). Nationwide is an importer and manufacturer of door, window and fencing hardware and accessories, including rollers, hinges, window operators, sash locks, custom zinc castings and door closers.  Additionally, Nationwide marketed a Kitchen and Bath product line. However, effective November 12, 2013, Nationwide sold to an unrelated third party all inventory, intangibles and certain fixed assets attributable to its Kitchen and Bath product line.

Management Estimates

The preparation of financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses in those financial statements.  Certain significant accounting policies that contain subjective management estimates and assumptions include those related to revenue recognition, inventory, goodwill, intangible assets and other long-lived assets, income taxes and deferred taxes.  Descriptions of these policies are discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013.  Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, and makes adjustments when facts and circumstances dictate.  As future events and their effects cannot be determined with precision, actual results could differ significantly from those estimates and assumptions.  Significant changes, if any, in those estimates resulting from continuing changes in the economic environment will be reflected in the Consolidated financial statements in future periods.

Recently Adopted Accounting Standards

Management does not believe that any recently issued, but not yet effective accounting standards, if currently adopted would have a material effect on our Consolidated financial statements.

NOTE 2 - EARNINGS PER SHARE

Basic earnings per common share is based only on the average number of shares of common stock outstanding for the periods. Diluted earnings per common share reflect the effect of shares of common stock issuable upon the exercise of options, unless the effect on earnings is antidilutive.

Diluted earnings per common share is computed using the treasury stock method. Under this method, the aggregate number of shares of common stock outstanding reflects the assumed use of proceeds from the hypothetical exercise of any outstanding options to purchase shares of the Company’s Class A Common Stock (“Common Stock”). The average market value for the period is used as the assumed purchase price.

The following table sets forth the elements of basic and diluted earnings per common share:

	Three months ended				Nine months ended
	September 30,				September 30,
	2014		2013		2014		2013
Numerator for basic and diluted earnings per common share:
Net income	$	816,000	$	810,000	$	1,850,000	$	2,306,000
Denominator:
For basic earnings per share - weighted average common shares outstanding		3,792,000		3,694,000		3,737,000		3,684,000
Dilutive securities (1)		176,000		218,000		180,000		204,000
For diluted earnings per share -  weighted average common shares outstanding		3,968,000		3,912,000		3,917,000		3,888,000

(1)    Dilutive securities consist of “in the money” stock options.

8

At September 30, 2014 and 2013 and during the three and nine-month periods ended September 30, 2014 and 2013, there were outstanding stock options whose exercise prices were higher than the average market values of the underlying Class A Common Stock for the period. These options are antidilutive and are excluded from the computation of earnings per share. The weighted average antidilutive stock options outstanding were as follows:

	Three months ended				Nine months ended
	September 30,				September 30,
	2014		2013		2014		2013
Weighted average antidilutive stock options outstanding		184,000		296,000		232,000		236,000

NOTE 3 – ACQUISITIONS

Exhaust Technologies Inc.

On July 1, 2014, the Company acquired Exhaust Technologies, Inc. (“ETI”), a developer and distributor of pneumatic tools, through a merger between a newly formed wholly-owned subsidiary of Florida Pneumatic and ETI. ETI markets its AIRCAT and NITROCAT brand pneumatic tools primarily to the automotive market. ETI’s business will operate through Florida Pneumatic. The purchase price for this acquisition consisted of $10,377,000 in cash plus the assumption of certain payables . The Company financed this acquisition from the Company's Revolver Loan (“Revolver”) provided for within the Credit Agreement with Capital One Business Credit Corp. (“COBC”), which is further described in Note 8 to these Consolidated Financial Statements

Universal Air Tool Company Limited

On July 29, 2014, the Company acquired all of the outstanding shares of Universal Air Tool Company Limited (“UAT”), a distributor of pneumatic tools. The purchase price for this acquisition consisted of approximately $1,950,000 in cash and is subject to a post-closing working capital adjustment. In addition, there is a potential contingent consideration payment due to the former shareholders of UAT of a maximum of approximately $400,000. UAT, located in High Wycombe, England, markets pneumatic tools to the automotive market sector primarily in the United Kingdom and Ireland. The Company financed this acquisition from the Company's Revolver.

Air Tool Service Company

On August 13, 2014, the Company, through a newly formed wholly owned subsidiary of Hy-Tech, acquired substantially all of the assets comprising the business of Air Tool Service Company (“ATSCO”), an Ohio based corporation engaged in the design, manufacture and distribution of pneumatic tools and parts. The purchase price consisted of approximately $7,659,000 in cash and the assumption of certain payables and liabilities, and is subject to a post-closing working capital adjustment. The Company financed this acquisition from the Company's Revolver and a new Term Loan provided for within the Credit Agreement with COBC, which is further described in Note 8 to these Consolidated Financial Statements

The purchase price for the acquisitions completed during the three-month period ended September 30, 2014 was as follows:

	ETI		UAT			ATSCO			Total
Cash paid at closing	$	9,850,000	$	1,947,000		$	7,659,000		$	19,456,000
Estimated net asset adjustments		527,000		(142,000	)		(100,000	)		285,000
Fair Value of Contingent Consideration		—		425,000			—			425,000
Total estimated purchase price	$	10,377,000	$	2,230,000		$	7,559,000		$	20,166,000

9

The following table presents the estimated fair values of the net assets acquired, liabilities assumed and the amount allocated to goodwill:

	ETI		UAT		ATSCO		TOTAL
Cash	$	—	$	104,000	$	—	$	104,000
Accounts receivable		1,086,000		732,000		190,000		2,008,000
Inventories		1,669,000		772,000		600,000		3,041,000
Other current assets		911,000		5,000		—		916,000
Property and equipment		140,000		167,000		651,000		958,000
Identifiable intangible assets:
Customer relationships		4,560,000		334,000		3,260,000		8,154,000
Trademarks and trade names		1,160,000		478,000		240,000		1,878,000
Non-compete agreements		115,000		134,000		130,000		379,000
Engineering drawings		—		—		120,000		120,000
Patents		1,205,000		—		—		1,205,000
Total assets acquired		10,846,000		2,726,000		5,191,000		18,763,000
Less: liabilities assumed		1,489,000		626,000		345,000		2,460,000
Deferred taxes payable		2,708,000		189,000		—		2,897,000
Total fair value of net assets acquired		6,649,000		1,911,000		4,846,000		13,406,000
Goodwill		3,728,000		319,000		2,713,000		6,760,000
Total estimated purchase price	$	10,377,000	$	2,230,000	$	7,559,000	$	20,166,000

 The excess of the total purchase price over the fair value of the net assets acquired, including the value of the identifiable intangible assets, has been allocated to goodwill. Goodwill attributable to ATSCO will be amortized for fifteen years for tax purposes, but not deductible for financial reporting purposes. Goodwill attributable to ETI and UAT is not amortizable for tax purposes or deductible for financial reporting purposes. The fair values and estimated lives of the identifiable intangible assets are based on current information and are subject to change. The ATSCO intangible assets subject to amortization will be amortized over fifteen years for tax purposes. The ETI and UAT intangible assets are not subject to amortization for tax purposes. For financial reporting purposes, useful lives have been assigned as follows:

	ETI	UAT	ATSCO
Customer relationships	12 years	12 years	12 years
Trademark s and trade names	Indefinite	Indefinite	Indefinite
Non-compete agreements	4 years	3 years	5 years
Engineering drawings	—	—	5 years
Patents	3-10 years	—	—

In connection with one of the aforementioned transactions, the Company, in accordance the Accounting Standards Codification 740-10, recorded in Accrued liabilities an uncertain tax position of $866,000 on its Consolidated Balance Sheet as of September 30, 2014.  The parties to such transaction entered into a tax exposure-related escrow agreement which the Company believes adequately covers the entire potential exposure related to the uncertain tax position, and as a result, such liability was offset by an indemnification asset recorded in Prepaid expenses and other current assets in the Consolidated Balance Sheet.

10

The following unaudited pro-forma combined financial information gives effect to the acquisition of ETI, UAT and ATSCO as if they were consummated January 1, 2013. This unaudited pro-forma financial information is presented for information purposes only, and is not intended to present actual results that would have been attained had the acquisitions been completed as of January 1, 2013 (the beginning of the earliest period presented) or to project potential operating results as of any future date or for any future periods.

	AS REPORTED
	THREE MONTHS ENDED			NINE MONTHS ENDED			THREE MONTHS ENDED		NINE MONTHS ENDED
	9/30/2013			9/30/2013			9/30/2014		9/30/2014
	(Unaudited)			(Unaudited)			(Unaudited)		(Unaudited)
REVENUE	$	24,072,000		$	73,776,000		$	23,500,000	$	66,915,000
NET INCOME	$	1,415,000		$	5,107,000		$	775,000	$	4,148,000
Earnings Per Share - BASIC	$	0.38		$	1.39		$	0.20	$	1.11
Earnings Per Share - DILUTED	$	0.36		$	1.31		$	0.20	$	1.06
	ADJUSTMENTS
	THREE MONTHS ENDED			NINE MONTHS ENDED			THREE MONTHS ENDED		NINE MONTHS ENDED
	9/30/2013			9/30/2013			9/30/2014		9/30/2014
	(Unaudited)			(Unaudited)			(Unaudited)		(Unaudited)
REVENUE	$	—		$	(2,039,000	)	$	—	$	(1,463,000	)
NET INCOME	$	(259,000	)	$	(1,797,000	)	$	21,000	$	(1,331,000	)
Earnings Per Share - BASIC	$	(0.07	)	$	(0.49	)	$	0.01	$	(0.36	)
Earnings Per Share - DILUTED	$	(0.06	)	$	(0.46	)	$	—	$	(0.34	)
	RESTATED
	THREE MONTHS ENDED			NINE MONTHS ENDED			THREE MONTHS ENDED		NINE MONTHS ENDED
	9/30/2013			9/30/2013			9/30/2014		9/30/2014
	(Unaudited)			(Unaudited)			(Unaudited)		(Unaudited)
REVENUE	$	24,072,000		$	71,737,000		$	23,500,000	$	65,452,000
NET INCOME	$	1,156,000		$	3,310,000		$	796,000	$	2,817,000
Earnings Per Share - BASIC	$	0.31		$	0.90		$	0.21	$	0.75
Earnings Per Share - DILUTED	$	0.30		$	0.85		$	0.20	$	0.72

11

NOTE 4 - STOCK-BASED COMPENSATION

During the three and nine-month periods ended September 30, 2014 and 2013, the Company did not grant any stock options.

The following is a summary of the changes in outstanding options during the nine-month period ended September 30, 2014:

	Option Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value
Outstanding, January 1, 2014		633,188		$	6.76		4.8	$	951,000
Granted		—			—
Exercised		(96,188	)		7.76
Forfeited		—			—
Expired		(26,500	)		8.06
Outstanding, September 30, 2014		510,500		$	6.51		5.0	$	1,303,505
Vested September 30, 2014		449,494		$	6.38		4.6	$	1,261,239

The following is a summary of changes in non-vested options for the nine months ended September 30, 2014:

	Option Shares			Weighted Average Grant- Date Fair Value
Non-vested options, January 1, 2014		121,500		$	5.38
Granted		—			—
Vested		(60,494	)		4.62
Forfeited		—			—
Non-vested options, September 30, 2014		61,006		$	6.14

The number of shares of Common Stock available for issuance under the 2012 Stock Incentive Plan as of September 30, 2014 was 194,517. At September 30, 2014, there were 113,500 options outstanding, issued under the 2012 Stock Incentive Plan and 397,000 options outstanding issued, under the 2002 Stock Incentive Plan.

Treasury Stock

On March 31, 2014, the Company received 792 shares of its Common Stock, tendered as payment for the exercise of options to purchase 1,500 shares of Common Stock. The value of the tendered shares of Common Stock, was approximately $6,000, and was based on the fair value of such shares, determined by closing price of the Company’s Common Stock on the day prior.  The Company recorded this transaction as an increase to its Treasury Stock.

Restricted Stock

On May 21, 2014, the Company granted 666 restricted shares of its common stock to each non-employee member of its Board of Directors totaling 3,330 restricted shares. These restricted shares cannot be traded earlier than the first anniversary of the grant date. The Company determined the fair value of these shares to be $7.43, which was the closing price of the Company’s Common Stock on the date of the grant. As a result of the aforementioned grants, the Company will recognize non-cash director fees expense of approximately $2,100 per month in its selling, general and administrative expenses through May 2015.

12

NOTE 5 - ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS

Accounts receivable - net consists of:

	September 30, 2014			December 31, 2013
Accounts receivable	$	14,810,000		$	8,975,000
Allowance for doubtful accounts		(165,000	)		(236,000	)
	$	14,645,000		$	8,739,000

NOTE 6 - INVENTORIES

Inventories - net consist of:

	September 30, 2014			December 31, 2013
Raw material	$	2,048,000		$	1,836,000
Work in process		952,000			475,000
Finished goods		23,678,000			22,924,000
		26,678,000			25,235,000
Reserve for obsolete and slow-moving inventories		(2,371,000	)		(2,261,000	)
	$	24,307,000		$	22,974,000

NOTE 7 - GOODWILL AND OTHER INTANGIBLE ASSETS

The changes in the carrying amounts of goodwill, which resulted from the acquisitions of ETI, UAT and ATSCO, for the nine-months ended September 30, 2014, are as follows:

	Consolidated		Tools		Hardware
Balance, January 1, 2014	$	5,150,000	$	3,278,000	$	1,872,000
Acquisition of ETI, UAT and ATSCO		6,746,000		6,746,000		—
Balance, September 30, 2014	$	11,896,000	$	10,024,000	$	1,872,000

Other intangible assets were as follows:

	September 30, 2014						December 31, 2013
	Cost		Accumulated amortization		Net book value		Cost		Accumulated amortization		Net book value
Other intangible assets:
Customer relationships	$	13,208,000	$	4,316,000	$	8,892,000	$	5,070,000	$	4,087,000	$	983,000
Trademarks and trade names		2,056,000		—		2,056,000		199,000		—		199,000
Engineering drawings		410,000		111,000		299,000		290,000		97,000		193,000
Licensing		305,000		221,000		84,000		305,000		178,000		127,000
Non-compete agreements		373,000		8,000		365,000		—		—		—
Patents		1,205,000		67,000		1,138,000		—		—		—
Totals	$	17,557,000	$	4,723,000	$	12,834,000	$	5,864,000	$	4,362,000	$	1,502,000

Amortization expense for intangible assets subject to amortization was as follows:

Three months ended September 30,				Nine months ended September 30,
2014		2013		2014		2013
$	245,000	$	58,000	$	361,000	$	192,000

Amortization expense for each of the twelve-month periods ending September 30, 2015 through September 30, 2019 is estimated to be as follows: 2015 - $1,293,000; 2016 - $1,262,000; 2017 - $1,183,000; 2018 - $984,000 and 2019 - $972,000.  The weighted average amortization period for intangible assets was 10.3 years at September 30, 2014 and 6.8 years at December 31, 2013.

13

NOTE 8 - DEBT

SHORT-TERM LOANS

P&F, along with Florida Pneumatic, Hy-Tech and Nationwide, as borrowers, entered into a Loan and Security Agreement in October 2010, as amended (“Credit Agreement”), with Capital One Business Credit Corp., formerly known as Capital One Leverage Finance Corporation, as agent and lender (“COBC”). The Credit Agreement expires December 19, 2017, (the “Maturity Date”). Further, the Credit Agreement provides for a Revolver Loan (“Revolver”), borrowings under which are secured by the Company’s accounts receivable, mortgages on its real property located in Cranberry, PA, Jupiter, FL and Tampa, FL (“Real Property”),  inventory and equipment, and are cross-guaranteed by certain of our subsidiaries (the “Subsidiary Guarantors”). Revolver borrowings bear interest at either LIBOR (London InterBank Offered Rate) or the Base Rate, as defined in the Credit Agreement (“Base Rate”), plus the Applicable Margin (the “Applicable Margin”), as defined in the Credit Agreement. The interest rate, either LIBOR or Base Rate, which is added to the Applicable Margin, is at the option of the Company, subject to limitations on the number of LIBOR borrowings. 

Contemporaneously with the ATSCO acquisition described in Note 3, the Company, on August 13, 2014, entered into an Amended and Restated Loan and Security Agreement, (the “Restated Loan Agreement”), with COBC. The Restated Loan Agreement, among other things, amended the Credit Agreement by: (1) increasing the total amount of the credit facility to approximately $33,657,000, (2) increasing the Revolver from $20,000,000 to $22,000,000, (3) creating a new Term Loan, as defined in the Restated Loan Agreement (“Term Loan B”), and (4) re-designating as “Term Loan A”, the previously existing outstanding Term Loan, which relates primarily to the Company’s real property. In addition, the Restated Loan Agreement also reset certain financial covenants.

At September 30, 2014 and December 31, 2013, the balance of Revolver borrowings outstanding was $14,419,000 and $360,000, respectively. The primary cause for the increase in the Company’s Revolver balance at September 30, 2014, was due to the funding necessary to complete the acquisitions of ETI, UAT and ATSCO that occurred during the third quarter of 2014. Applicable Margins added to Revolver borrowings at LIBOR and the Base Rate were 2.0% and 1.0%, respectively at September 30, 2014 and were 1.75% and 0.75%, respectively, at December 31, 2013. 

The Company is required to provide, among other things, monthly financial statements, monthly borrowing base certificates and certificates of compliance with various financial covenants. The Company believes that at September 30, 2014, it is in compliance with all covenants. As part of the Credit Agreement, if an event of default occurs, COBC has the option to, among other things, increase the interest rate by two percent per annum during the period of default.

LONG-TERM LOANS

The Restated Loan Agreement also provides for a $6,533,000 Term Loan A, which is secured by mortgages on the Real Property, accounts receivable, inventory and equipment.  Term Loan borrowings incur interest at LIBOR or the Base Rate plus the Applicable Margins, which were 3.0% and 2.0%, respectively, at September 30, 2014 and December 31, 2013.

Additionally, the Restated Loan Agreement provides for a Term Loan B, pursuant to which the Company borrowed the maximum principal amount of $3,000,000 as part of the ATSCO acquisition. This Term Loan B is to be repaid in 36 consecutive monthly payments of $83,000, with an additional mandatory repayment each year equal to 50% of the Company’s Excess Cash Flow (as defined in the Restated Loan Agreement) for such year, if any. Term Loan B borrowings incur interest at LIBOR or the Base Rate plus the Applicable Margins, which was 3.25% and 2.25% at September 30, 2014.

The Company borrowed $380,000 and $519,000 in March 2012 and September 2012, respectively, as loans primarily for machinery and equipment (“Capex Term Loans”). Applicable Margins added to these Capex Term Loans at both September 30, 2014 and December 31, 2013 were 3.00% and 2.00%, for borrowings at LIBOR and the Base Rate, respectively.

Long-term debt consists of:

	September 30, 2014		December 31, 2013
Term Loan A - $23,000 payable monthly January 2013 through December 2017, balance due December 19, 2017.	$	6,510,000	$	6,720,000
Term Loan B - $83,000 payable monthly September 2014 through August 2017.		2,917,000		—
Capex Term Loan - $6,000 payable monthly May 2012 through April 2017.		197,000		254,000
Capex Term Loan - $9,000 payable monthly October 2012 through September 2017.		311,000		389,000
		9,935,000		7,363,000
Less current maturities		1,460,000		460,000
	$	8,475,000	$	6,903,000

14

NOTE 9 - RELATED PARTY TRANSACTIONS

The president of one of the Company’s subsidiaries is part owner of one of that subsidiary’s vendors. During the three and nine-month periods ended September 30, 2014, the Company purchased approximately $254,000 and $672,000, respectively, of product from this vendor. During the three and nine-month periods ended September 30, 2013, the Company purchased approximately $120,000 and $622,000, respectively, of product from this vendor. At September 30, 2014 and 2013, the Company owed this vendor $84,000 and $49,000, respectively. All transactions were made at arms-length.

NOTE 10 - BUSINESS SEGMENTS

P&F operates in two primary lines of business, Tools and Hardware. For reporting purposes, Florida Pneumatic and Hy-Tech are combined in the Tools segment, while Nationwide is currently the only subsidiary in the Hardware segment. The Company evaluates segment performance based primarily on segment operating income. The accounting policies of each of the segments are the same as those referred to in Note 1.

As of and for the three months ended September 30, 2014	Consolidated			Tools		Hardware
Revenues from unaffiliated customers	$	22,932,000		$	17,865,000	$	5,067,000
Segment operating income	$	3,217,000		$	2,201,000	$	1,016,000
General corporate expense		(1,627,000	)
Interest expense		(158,000	)
Income before income taxes	$	1,432,000
Segment assets	$	76,980,000		$	65,011,000	$	11,969,000
Corporate assets		2,344,000
Total assets	$	79,324,000
Long-lived assets, including $55,000 at corporate	$	35,470,000		$	30,815,000	$	4,600,000

As of and for the three months ended September 30, 2013	Consolidated			Tools		Hardware
Revenues from unaffiliated customers	$	20,483,000		$	14,776,000	$	5,707,000
Segment operating income	$	2,903,000		$	1,938,000	$	965,000
General corporate expense		(1,506,000	)
Interest expense – net		(116,000	)
Income before income taxes	$	1,281,000
Segment assets	$	53,647,000		$	42,080,000	$	11,567,000
Corporate assets		3,878,000
Total assets	$	57,525,000
Long-lived assets, including $11,000 at corporate	$	17,064,000		$	12,604,000	$	4,449,000

15

As of and for the nine months ended September 30, 2014	Consolidated			Tools		Hardware
Revenues from unaffiliated customers	$	57,132,000		$	41,749,000	$	15,383,000
Segment operating income	$	8,112,000		$	4,887,000	$	3,225,000
General corporate expense		(4,667,000	)
Interest expense		(335,000	)
Income before income taxes	$	3,110,000

As of and for the nine months ended September 30, 2013	Consolidated			Tools		Hardware
Revenues from unaffiliated customers	$	60,668,000		$	43,625,000	$	17,043,000
Segment operating income	$	8,395,000		$	5,392,000	$	3,003,000
General corporate expense		(4,331,000	)
Interest expense – net		(386,000	)
Income before income taxes	$	3,678,000

NOTE 11 - SUBSEQUENT EVENT

On October 14, 2014, the Company acquired 208,325 shares of the Company’s Class A Common Stock from Timothy J. Stabosz in a privately negotiated transaction pursuant to a purchase agreement, at a purchase price of $7.60 per share, which was at a discount to the then market price of the Company’s Common Stock, with an aggregate purchase price of approximately $1,583,000. The purchase agreement contains certain covenants, including standstill restrictions imposed on the Seller with respect to shares of Common Stock for a three-year period.

16

Item 4. Controls and Procedures

Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. As required by Exchange Act Rule 13a-15(b), as of the end of the period covered by this Quarterly Report, with the participation of our principal executive officer and principal financial officer, we evaluated the effectiveness of our disclosure controls and procedures. Our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective as of September 30, 2014 because of the material weakness in our internal control over financial reporting described below.

Material Weakness in Internal Control over Financial Reporting

In connection with an internal review of the Company’s consolidated financial statements, we concluded that there was a material weakness in our internal control over financial reporting as of September 30, 2014. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

This material weakness related to the Company’s review process of a spreadsheet that was utilized to prepare the Company’s pro-forma footnote, the impact of which is discussed further in the Explanatory Note to this Amendment No. 1 and in Note 3 - Acquisitions to the consolidated financial statements included in Item 1 of this Amendment No. 1. As a result of such material weakness, the Company restated Note 3 to the consolidated financial statements for the three and nine-month periods ended September 30, 2014, to correct the computation of certain unaudited pro-forma financial information contained in Note 3, which information gives effect to the acquisitions of ETI, UAT and ATSCO, as if they were consummated on January 1, 2013.

The Company is committed to remediating the material weakness by implementing changes to our internal control over financial reporting. We have already implemented additional procedures to address the underlying causes of the material weakness prior to filing this Amendment No. 1, and we plan to continue to implement changes and improvements in the internal control over financial reporting to remediate the control deficiency that caused the material weakness. We plan to continue to assess the effectiveness of our remediation efforts with our future assessments of the effectiveness of internal control over financial reporting.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting, identified in connection with the evaluation required by Exchange Act Rule 13a-15(d), that occurred during our most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

17

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

P&F INDUSTRIES, INC.

(Registrant)

	By	/s/ Joseph A. Molino, Jr.
		Joseph A. Molino, Jr.
		Chief Financial Officer
Dated: December 17, 2014		(Principal Financial and Chief Accounting Officer)

18

EXHIBIT INDEX

The following exhibits are either included in this report or incorporated herein by reference as indicated below:

Exhibit Number	Description of Exhibit
31.1	Certification of Richard A. Horowitz, Principal Executive Officer of the Registrant, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Joseph A. Molino, Jr., Principal Financial Officer of the Registrant, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Richard A. Horowitz, Principal Executive Officer of the Registrant, Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Joseph A. Molino, Jr., Principal Financial Officer of the Registrant, Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101	** Interactive Data

** Attached as Exhibit 101 are the following, each formatted in Extensible Business Reporting Language (“XBRL”): (i) Consolidated Condensed Balance Sheets; (ii) Consolidated Condensed Statements of Income and Comprehensive Income; (iii) Consolidated Condensed Statements of Shareholders’ Equity; (iv) Consolidated Condensed Statements of Cash Flows; and (v) Notes to Consolidated Condensed Financial Statements.

A copy of any of the foregoing exhibits to this Quarterly Report on Form 10-Q/A may be obtained, upon payment of the Registrant’s reasonable expenses in furnishing such exhibit, by writing to P&F Industries, Inc., 445 Broadhollow Road, Suite 100, Melville New York 11747, Attention: Corporate Secretary.

19

EX-31.1

EXHIBIT 31.1

P&F INDUSTRIES, INC.

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Richard A. Horowitz, certify that:

1. I have reviewed this quarterly report on Form 10-Q/A of P&F Industries, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter, in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

	/s/ Richard A. Horowitz
	Richard A. Horowitz
Date: December 17, 2014	Principal Executive Officer

EX-31.2

EXHIBIT 31.2

P&F INDUSTRIES, INC.

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Joseph A. Molino, Jr., certify that:

1. I have reviewed this quarterly report on Form 10-Q/A of P&F Industries, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter, in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

	/s/ Joseph A. Molino, Jr.
	Joseph A. Molino, Jr.
Date: December 17, 2014	Principal Financial Officer

EX-32.1

EXHIBIT 32.1

P&F INDUSTRIES, INC.

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report on Form 10-Q/A of P&F Industries, Inc. (the “Company”) for the period ended September 30, 2014 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Richard A. Horowitz, Principal Executive Officer of the Company, hereby certifies, pursuant to 18 U.S.C. §1350, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

	/s/ Richard A. Horowitz
	Richard A. Horowitz
Date: December 17, 2014	Principal Executive Officer

EX-32.2

EXHIBIT 32.2

P&F INDUSTRIES, INC.

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report on Form 10-Q/A of P&F Industries, Inc. (the “Company”) for the period ended September 30, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Joseph A. Molino, Jr., Principal Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. §1350, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

	/s/ Joseph A. Molino, Jr.
	Joseph A. Molino, Jr.
Date: December 17, 2014	Principal Financial Officer

XML

INVENTORIES (Details) (USD $)	Sep. 30, 2014	Dec. 31, 2013
Inventory [Line Items]
Raw material	$ 2,048,000	$ 1,836,000
Work in process	952,000	475,000
Finished goods	23,678,000	22,924,000
Inventory, Gross	26,678,000	25,235,000
Reserve for obsolete and slow-moving inventories	(2,371,000)	(2,261,000)
Inventory net	$ 24,307,000	$ 22,974,000

XML

SUBSEQUENT EVENT (Details Textual) (Subsequent Event [Member], Timothy J. Stabosz [Member], Common Class A [Member], USD $)	1 Months Ended
	Oct. 14, 2014
Subsequent Event [Member] | Timothy J. Stabosz [Member] | Common Class A [Member]
Subsequent Event [Line Items]
Stock Repurchased During Period, Shares	208,325
Stock Repurchased During Period, Purchase Price	$ 7.60
Stock Repurchased During Period, Value	$ 1,583,000

XML

RELATED PARTY TRANSACTIONS (Details Textual) (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Related Party Transaction [Line Items]
Related Party Transaction, Purchases from Related Party	$ 254,000	$ 120,000	$ 672,000	$ 622,000
Accounts Payable, Related Parties, Current	$ 84,000	$ 49,000	$ 84,000	$ 49,000

XML

ACQUISITIONS (Details 3) (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Business Acquisition [Line Items]
REVENUE	$ 23,500,000	$ 24,072,000	$ 65,452,000	$ 71,737,000
NET INCOME	796,000	1,156,000	2,817,000	3,310,000
Earnings Per Share - BASIC (in dollars per share)	$ 0.21	$ 0.31	$ 0.75	$ 0.90
Earnings Per Share - DILUTED (in dollars per share)	$ 0.20	$ 0.30	$ 0.72	$ 0.85
Scenario, Previously Reported [Member]
Business Acquisition [Line Items]
REVENUE	23,500,000	24,072,000	66,915,000	73,776,000
NET INCOME	775,000	1,415,000	4,148,000	5,107,000
Earnings Per Share - BASIC (in dollars per share)	$ 0.20	$ 0.38	$ 1.11	$ 1.39
Earnings Per Share - DILUTED (in dollars per share)	$ 0.20	$ 0.36	$ 1.06	$ 1.31
Restatement Adjustment [Member]
Business Acquisition [Line Items]
REVENUE	0	0	(1,463,000)	(2,039,000)
NET INCOME	$ 21,000	$ (259,000)	$ (1,331,000)	$ (1,797,000)
Earnings Per Share - BASIC (in dollars per share)	$ 0.01	$ (0.07)	$ (0.36)	$ (0.49)
Earnings Per Share - DILUTED (in dollars per share)	$ 0	$ (0.06)	$ (0.34)	$ (0.46)

XML

GOODWILL AND OTHER INTANGIBLE ASSETS (Tables)

9 Months Ended

Sep. 30, 2014

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill [Table Text Block]

The changes in the carrying amounts of goodwill, which resulted from the acquisitions of ETI, UAT and ATSCO, for the nine-months ended September 30, 2014, are as follows:

	Consolidated		Tools		Hardware
Balance, January 1, 2014	$	5,150,000	$	3,278,000	$	1,872,000
Acquisition of ETI, UAT and ATSCO		6,746,000		6,746,000		—
Balance, September 30, 2014	$	11,896,000	$	10,024,000	$	1,872,000

Schedule of Finite-Lived Intangible Assets [Table Text Block]

Other intangible assets were as follows:

	September 30, 2014						December 31, 2013
			Accumulated		Net book				Accumulated		Net book
	Cost		amortization		value		Cost		amortization		value
Other intangible assets:
Customer relationships	$	13,208,000	$	4,316,000	$	8,892,000	$	5,070,000	$	4,087,000	$	983,000
Trademarks and trade names		2,056,000		—		2,056,000		199,000		—		199,000
Engineering drawings		410,000		111,000		299,000		290,000		97,000		193,000
Licensing		305,000		221,000		84,000		305,000		178,000		127,000
Non-compete agreements		373,000		8,000		365,000		—		—		—
Patents		1,205,000		67,000		1,138,000		—		—		—
Totals	$	17,557,000	$	4,723,000	$	12,834,000	$	5,864,000	$	4,362,000	$	1,502,000

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block]

Amortization expense for intangible assets subject to amortization was as follows:

	Three months ended September 30,			Nine months ended September 30,
	2014	2013		2014		2013
$	245,000	$	58,000	$	361,000	$	192,000

XML

GOODWILL AND OTHER INTANGIBLE ASSETS (Details 2) (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Goodwill [Line Items]
Amortization Of Other Intangible Assets	$ 245,000	$ 58,000	$ 361,000	$ 192,000

XML

STOCK-BASED COMPENSATION (Details Textual) (USD $)	9 Months Ended		3 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Mar. 31, 2014	May 21, 2014
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock-based compensation (in dollars)	$ 21,000	$ 30,000
Treasury Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Treasury Stock, Shares, Acquired			792
Stock Issued During Period, Shares, Share-based Compensation, Gross			1,500
Stock Issued During Period, Value, Share-based Compensation, Net of Forfeitures (in dollars)			6,000
Incentive Stock Option Plan 2002 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Beginning Balance	397,000
Incentive Stock Option Plan 2012 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant	194,517
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Beginning Balance	113,500
Incentive Stock Option Plan 2012 [Member] | Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Beginning Balance				3,330
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value (in dollars per share)	$ 7.43
Restricted stock-based compensation (in dollars)	$ 2,100
Incentive Stock Option Plan 2012 [Member] | Restricted Stock [Member] | Non-employee [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Beginning Balance				666

XML

BUSINESS SEGMENTS (Details) (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013	Dec. 31, 2013
Segment Reporting Information [Line Items]
Revenues from unaffiliated customers	$ 22,932,000	$ 20,483,000	$ 57,132,000	$ 60,668,000
Segment operating income	3,217,000	2,903,000	8,112,000	8,395,000
General corporate expense	(1,627,000)	(1,506,000)	(4,667,000)	(4,331,000)
Interest expense	(158,000)	(116,000)	(335,000)	(386,000)
Income before income taxes	1,432,000	1,281,000	3,110,000	3,678,000
Total assets	79,324,000	57,525,000	79,324,000	57,525,000	53,241,000
Long-lived assets	35,470,000	17,064,000	35,470,000	17,064,000
Reportable Subsegments [Member]
Segment Reporting Information [Line Items]
Total assets	76,980,000	53,647,000	76,980,000	53,647,000
Corporate Segment [Member]
Segment Reporting Information [Line Items]
Total assets	2,344,000	3,878,000	2,344,000	3,878,000
Long-lived assets	55,000	11,000	55,000	11,000
Tool [Member]
Segment Reporting Information [Line Items]
Revenues from unaffiliated customers	17,865,000	14,776,000	41,749,000	43,625,000
Segment operating income	2,201,000	1,938,000	4,887,000	5,392,000
Long-lived assets	30,815,000	12,604,000	30,815,000	12,604,000
Tool [Member] | Reportable Subsegments [Member]
Segment Reporting Information [Line Items]
Total assets	65,011,000	42,080,000	65,011,000	42,080,000
Hardware [Member]
Segment Reporting Information [Line Items]
Revenues from unaffiliated customers	5,067,000	5,707,000	15,383,000	17,043,000
Segment operating income	1,016,000	965,000	3,225,000	3,003,000
Long-lived assets	4,600,000	4,449,000	4,600,000	4,449,000
Hardware [Member] | Reportable Subsegments [Member]
Segment Reporting Information [Line Items]
Total assets	$ 11,969,000	$ 11,567,000	$ 11,969,000	$ 11,567,000

XML

EARNINGS PER SHARE

9 Months Ended

Sep. 30, 2014

Earnings Per Share [Abstract]

Earnings Per Share [Text Block]

NOTE 2 - EARNINGS PER SHARE

Basic earnings per common share is based only on the average number of shares of common stock outstanding for the periods. Diluted earnings per common share reflect the effect of shares of common stock issuable upon the exercise of options, unless the effect on earnings is antidilutive.

Diluted earnings per common share is computed using the treasury stock method. Under this method, the aggregate number of shares of common stock outstanding reflects the assumed use of proceeds from the hypothetical exercise of any outstanding options to purchase shares of the Company’s Class A Common Stock (“Common Stock”). The average market value for the period is used as the assumed purchase price.

The following table sets forth the elements of basic and diluted earnings per common share:

	Three months ended				Nine months ended
	September 30,				September 30,
	2014		2013		2014		2013
Numerator for basic and diluted earnings per common share:
Net income	$	816,000	$	810,000	$	1,850,000	$	2,306,000
Denominator:
For basic earnings per share - weighted average common shares outstanding		3,792,000		3,694,000		3,737,000		3,684,000
Dilutive securities (1)		176,000		218,000		180,000		204,000
For diluted earnings per share -  weighted average common shares outstanding		3,968,000		3,912,000		3,917,000		3,888,000

(1)    Dilutive securities consist of “in the money” stock options.

At September 30, 2014 and 2013 and during the three and nine-month periods ended September 30, 2014 and 2013, there were outstanding stock options whose exercise prices were higher than the average market values of the underlying Class A Common Stock for the period. These options are antidilutive and are excluded from the computation of earnings per share. The weighted average antidilutive stock options outstanding were as follows:

	Three months ended			Nine months ended
	September 30,			September 30,
	2014		2013	2014	2013
Weighted average antidilutive stock options outstanding		184,000	296,000	232,000	236,000

XML

GOODWILL AND OTHER INTANGIBLE ASSETS (Details Textual) (USD $)	9 Months Ended	12 Months Ended
	Sep. 30, 2014	Dec. 31, 2013
Goodwill [Line Items]
Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months	$ 1,293,000
Finite-Lived Intangible Assets, Amortization Expense, Year Two	1,262,000
Finite-Lived Intangible Assets, Amortization Expense, Year Three	1,183,000
Finite-Lived Intangible Assets, Amortization Expense, Year Four	984,000
Finite-Lived Intangible Assets, Amortization Expense, Year Five	$ 972,000
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life	10 years 3 months 18 days	6 years 9 months 18 days

XML

EARNINGS PER SHARE (Details 1)	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Weighted average antidilutive stock options outstanding (in shares)	184,000	296,000	232,000	236,000

XML

EARNINGS PER SHARE (Details) (USD $)	3 Months Ended				9 Months Ended
	Sep. 30, 2014		Sep. 30, 2013		Sep. 30, 2014		Sep. 30, 2013
Numerator for basic and diluted earnings per common share:
Net income	$ 816,000		$ 810,000		$ 1,850,000		$ 2,306,000
Denominator:
For basic earnings per share - weighted average common shares outstanding	3,792,000		3,694,000		3,737,000		3,684,000
Dilutive securities	176,000	[1]	218,000	[1]	180,000	[1]	204,000	[1]
For diluted earnings per share - weighted average common shares outstanding	3,968,000		3,912,000		3,917,000		3,888,000

[1] Dilutive securities consist of “in the money” stock options.

XML

DEBT (Details) (USD $)	Sep. 30, 2014	Dec. 31, 2013
Debt Instrument [Line Items]
Long-term Debt	$ 9,935,000	$ 7,363,000
Less current maturities	1,460,000	460,000
Long-term Debt and Capital Lease Obligations	8,475,000	6,903,000
Term Loan A [Member]
Debt Instrument [Line Items]
Long-term Debt	6,510,000	6,720,000
Term Loan B [Member]
Debt Instrument [Line Items]
Long-term Debt	2,917,000	0
Capex Term Loan One [Member]
Debt Instrument [Line Items]
Long-term Debt	197,000	254,000
Capex Term Loan Two [Member]
Debt Instrument [Line Items]
Long-term Debt	$ 311,000	$ 389,000

XML

ACQUISITIONS (Details) (USD $)	3 Months Ended
	Sep. 30, 2014
Business Acquisition [Line Items]
Cash paid at closing	$ 19,456,000
Estimated net asset adjustments	285,000
Fair Value of Contingent Consideration	425,000
Total estimated purchase price	20,166,000
Exhaust Technologies Inc. [Member]
Business Acquisition [Line Items]
Cash paid at closing	9,850,000
Estimated net asset adjustments	527,000
Fair Value of Contingent Consideration	0
Total estimated purchase price	10,377,000
Universal Air Tool Company Limited [Member]
Business Acquisition [Line Items]
Cash paid at closing	1,947,000
Estimated net asset adjustments	(142,000)
Fair Value of Contingent Consideration	425,000
Total estimated purchase price	2,230,000
Air Tool Service Company [Member]
Business Acquisition [Line Items]
Cash paid at closing	7,659,000
Estimated net asset adjustments	(100,000)
Fair Value of Contingent Consideration	0
Total estimated purchase price	$ 7,559,000

XML

ACQUISITIONS (Details 1) (USD $)	Sep. 30, 2014	Dec. 31, 2013
Business Acquisition [Line Items]
Cash	$ 104,000
Accounts receivable	2,008,000
Inventories	3,041,000
Other current assets	916,000
Property and equipment	958,000
Identifiable intangible assets:
Total assets acquired	18,763,000
Less: liabilities assumed	2,460,000
Deferred taxes payable	2,853,000	0
Total fair value of net assets acquired	13,406,000
Goodwill	6,760,000
Total estimated purchase price	20,166,000
Trademarks and Trade Names [Member]
Identifiable intangible assets:
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Indefinite-Lived Intangible Assets	1,878,000
Customer Relationships [Member]
Identifiable intangible assets:
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Indefinite-Lived Intangible Assets	8,154,000
Noncompete Agreements [Member]
Identifiable intangible assets:
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Indefinite-Lived Intangible Assets	379,000
Engineering drawings [Member]
Identifiable intangible assets:
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Indefinite-Lived Intangible Assets	120,000
Patents [Member]
Identifiable intangible assets:
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Indefinite-Lived Intangible Assets	1,205,000
Exhaust Technologies Inc. [Member]
Business Acquisition [Line Items]
Cash	0
Accounts receivable	1,086,000
Inventories	1,669,000
Other current assets	911,000
Property and equipment	140,000
Identifiable intangible assets:
Total assets acquired	10,846,000
Less: liabilities assumed	1,489,000
Deferred taxes payable	2,708,000
Total fair value of net assets acquired	6,649,000
Goodwill	3,728,000
Total estimated purchase price	10,377,000
Exhaust Technologies Inc. [Member] | Trademarks and Trade Names [Member]
Identifiable intangible assets:
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Indefinite-Lived Intangible Assets	1,160,000
Exhaust Technologies Inc. [Member] | Customer Relationships [Member]
Identifiable intangible assets:
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Indefinite-Lived Intangible Assets	4,560,000
Exhaust Technologies Inc. [Member] | Noncompete Agreements [Member]
Identifiable intangible assets:
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Indefinite-Lived Intangible Assets	115,000
Exhaust Technologies Inc. [Member] | Engineering drawings [Member]
Identifiable intangible assets:
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Indefinite-Lived Intangible Assets	0
Exhaust Technologies Inc. [Member] | Patents [Member]
Identifiable intangible assets:
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Indefinite-Lived Intangible Assets	1,205,000
Universal Air Tool Company Limited [Member]
Business Acquisition [Line Items]
Cash	104,000
Accounts receivable	732,000
Inventories	772,000
Other current assets	5,000
Property and equipment	167,000
Identifiable intangible assets:
Total assets acquired	2,726,000
Less: liabilities assumed	626,000
Deferred taxes payable	189,000
Total fair value of net assets acquired	1,911,000
Goodwill	319,000
Total estimated purchase price	2,230,000
Universal Air Tool Company Limited [Member] | Trademarks and Trade Names [Member]
Identifiable intangible assets:
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Indefinite-Lived Intangible Assets	478,000
Universal Air Tool Company Limited [Member] | Customer Relationships [Member]
Identifiable intangible assets:
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Indefinite-Lived Intangible Assets	334,000
Universal Air Tool Company Limited [Member] | Noncompete Agreements [Member]
Identifiable intangible assets:
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Indefinite-Lived Intangible Assets	134,000
Universal Air Tool Company Limited [Member] | Engineering drawings [Member]
Identifiable intangible assets:
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Indefinite-Lived Intangible Assets	0
Universal Air Tool Company Limited [Member] | Patents [Member]
Identifiable intangible assets:
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Indefinite-Lived Intangible Assets	0
Air Tool Service Company [Member]
Business Acquisition [Line Items]
Cash	0
Accounts receivable	190,000
Inventories	600,000
Other current assets	0
Property and equipment	651,000
Identifiable intangible assets:
Total assets acquired	5,191,000
Less: liabilities assumed	345,000
Deferred taxes payable	0
Total fair value of net assets acquired	4,846,000
Goodwill	2,713,000
Total estimated purchase price	7,559,000
Air Tool Service Company [Member] | Trademarks and Trade Names [Member]
Identifiable intangible assets:
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Indefinite-Lived Intangible Assets	240,000
Air Tool Service Company [Member] | Customer Relationships [Member]
Identifiable intangible assets:
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Indefinite-Lived Intangible Assets	3,260,000
Air Tool Service Company [Member] | Noncompete Agreements [Member]
Identifiable intangible assets:
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Indefinite-Lived Intangible Assets	130,000
Air Tool Service Company [Member] | Engineering drawings [Member]
Identifiable intangible assets:
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Indefinite-Lived Intangible Assets	120,000
Air Tool Service Company [Member] | Patents [Member]
Identifiable intangible assets:
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Indefinite-Lived Intangible Assets	$ 0

XML

SUMMARY OF ACCOUNTING POLICIES

9 Months Ended

Sep. 30, 2014

Accounting Policies [Abstract]

Significant Accounting Policies [Text Block]

NOTE 1 - SUMMARY OF ACCOUNTING POLICIES

Basis of Financial Statement Presentation

The accompanying unaudited Consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information, and with the rules and regulations of the Securities and Exchange Commission regarding interim financial reporting. Accordingly, these interim financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of the Company, as defined below, these unaudited consolidated financial statements include all adjustments necessary to present fairly the information set forth therein. All such adjustments are of a normal recurring nature. Results for interim periods are not necessarily indicative of results to be expected for a full year.

The consolidated balance sheet information as of December 31, 2013 was derived from the audited Consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013. The interim financial statements contained herein should be read in conjunction with that Report.

The consolidated financial statements have been reported in U.S. dollars by translating asset and liability amounts of a foreign wholly-owned subsidiary at the closing exchange rate, equity amounts at historical rates and the results of operations and cash flow at the average of the prevailing exchange rates during the periods reported. As a result, the Company is exposed to foreign currency translation gain or losses. These gains or losses are presented in its Consolidated Financial Statements as “Other comprehensive income (loss) - foreign currency translation adjustments”.

 

Principles of Consolidation

The unaudited Consolidated financial statements contained herein include the accounts of P&F Industries, Inc. and its subsidiaries, (“P&F” or the “Company”). All significant intercompany balances and transactions have been eliminated in consolidation. Certain amounts in the financial statements and related footnotes have been reclassified to conform to classifications used in the current year.

The Company

The Company operates in two primary lines of business, or segments: (i) tools and other products (“Tools”) and (ii) hardware and accessories (“Hardware”).

Tools

The Company conducts its Tools business through a wholly-owned subsidiary, Continental Tool Group, Inc. (“Continental”), which in turn currently operates through its wholly-owned subsidiaries, Florida Pneumatic Manufacturing Corporation (“Florida Pneumatic”) and Hy-Tech Machine, Inc. (“Hy-Tech”). During the third quarter of 2014, the Company acquired Exhaust Technologies Inc. and Universal Air Tool Company Limited. Both companies are subsidiaries of Florida Pneumatic. Additionally, during the third quarter of 2014, the Company acquired substantially all the assets of Air Tool Service Company, which business operates through a company, which is a wholly-owned subsidiary of Hy-Tech. (See Note 3 – Acquisitions, for additional information relating to these acquisitions)

Florida Pneumatic is engaged in the importation and sale of pneumatic hand tools, primarily for the retail, industrial and automotive markets, and the importation and sale of compressor air filters.  Florida Pneumatic also markets, through its Berkley Tool division (“Berkley”), a product line which includes pipe and bolt dies, pipe taps, wrenches, vises and stands, pipe and tubing cutting equipment, hydrostatic test pumps, and replacement electrical components for a widely-used brand of pipe cutting and threading machines.

Hy-Tech manufactures and distributes its own line of industrial pneumatic tools. Hy-Tech also produces and markets impact wrenches, grinders, drills, and motors. Further, it also manufactures tools to customer specifications. Its customers include refineries, chemical plants, power generation, heavy construction, oil and mining companies. In addition, Hy-Tech manufactures an extensive line of pneumatic tool replacement parts that are sold competitively to the original equipment manufacturer (“OEM”). It also manufactures and distributes high pressure stoppers for hydrostatic testing fabricated pipe, gears, sprockets, splines and racks and produces a line of siphons.

Hardware

 The Company conducts its Hardware business through a wholly-owned subsidiary, Countrywide Hardware, Inc. (“Countrywide”). Countrywide conducts its business operations through its wholly-owned subsidiary, Nationwide Industries, Inc. (“Nationwide”). Nationwide is an importer and manufacturer of door, window and fencing hardware and accessories, including rollers, hinges, window operators, sash locks, custom zinc castings and door closers. Additionally, Nationwide marketed a Kitchen and Bath product line. However, effective November 12, 2013, Nationwide sold to an unrelated third party all inventory, intangibles and certain fixed assets attributable to its Kitchen and Bath product line. 

Management Estimates

The preparation of financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses in those financial statements.  Certain significant accounting policies that contain subjective management estimates and assumptions include those related to revenue recognition, inventory, goodwill, intangible assets and other long-lived assets, income taxes and deferred taxes.  Descriptions of these policies are discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013.  Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, and makes adjustments when facts and circumstances dictate.  As future events and their effects cannot be determined with precision, actual results could differ significantly from those estimates and assumptions.  Significant changes, if any, in those estimates resulting from continuing changes in the economic environment will be reflected in the Consolidated financial statements in future periods.  

Recently Adopted Accounting Standards

Management does not believe that any recently issued, but not yet effective accounting standards, if currently adopted would have a material effect on our Consolidated financial statements.

XML

ACQUISITIONS (Details 2)	9 Months Ended	12 Months Ended
	Sep. 30, 2014	Dec. 31, 2013
Acquired Finite-Lived Intangible Assets [Line Items]
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life	10 years 3 months 18 days	6 years 9 months 18 days
Customer Relationships [Member] | Exhaust Technologies Inc. [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life	12 years
Customer Relationships [Member] | Universal Air Tool Company Limited [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life	12 years
Customer Relationships [Member] | Air Tool Service Company [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life	12 years
Noncompete Agreements [Member] | Exhaust Technologies Inc. [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life	4 years
Noncompete Agreements [Member] | Universal Air Tool Company Limited [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life	3 years
Noncompete Agreements [Member] | Air Tool Service Company [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life	5 years
Engineering drawings [Member] | Exhaust Technologies Inc. [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life	0 years
Engineering drawings [Member] | Universal Air Tool Company Limited [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life	0 years
Engineering drawings [Member] | Air Tool Service Company [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life	5 years
Patents [Member] | Exhaust Technologies Inc. [Member] | Minimum [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life	3 years
Patents [Member] | Exhaust Technologies Inc. [Member] | Maximum [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life	10 years
Patents [Member] | Universal Air Tool Company Limited [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life	0 years
Patents [Member] | Air Tool Service Company [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life	0 years

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GOODWILL AND OTHER INTANGIBLE ASSETS (Details) (USD $)	9 Months Ended
	Sep. 30, 2014	Dec. 31, 2013
Goodwill	$ 11,896,000	$ 5,150,000
Acquisition of ETI, UAT and ATSCO	6,746,000
Tools [Member]
Goodwill	10,024,000	3,278,000
Acquisition of ETI, UAT and ATSCO	6,746,000
Hardware [Member]
Goodwill	1,872,000	1,872,000
Acquisition of ETI, UAT and ATSCO	$ 0

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CONSOLIDATED BALANCE SHEETS (USD $)	Sep. 30, 2014	Dec. 31, 2013
CURRENT ASSETS
Cash	$ 504,000	$ 413,000
Accounts receivable - net	14,645,000	8,739,000
Inventories - net	24,307,000	22,974,000
Deferred income taxes - net	1,168,000	1,168,000
Prepaid expenses and other current assets	2,163,000	829,000
TOTAL CURRENT ASSETS	42,787,000	34,123,000
PROPERTY AND EQUIPMENT
Land	1,550,000	1,550,000
Buildings and improvements	7,669,000	7,626,000
Machinery and equipment	20,747,000	18,606,000
Property plant and equipment gross	29,966,000	27,782,000
Less accumulated depreciation and amortization	19,226,000	17,553,000
NET PROPERTY AND EQUIPMENT	10,740,000	10,229,000
GOODWILL	11,896,000	5,150,000
OTHER INTANGIBLE ASSETS - net	12,834,000	1,502,000
DEFERRED INCOME TAXES - net	479,000	1,594,000
OTHER ASSETS - net	588,000	643,000
TOTAL ASSETS	79,324,000	53,241,000
CURRENT LIABILITIES
Short-term borrowings	14,419,000	360,000
Accounts payable	4,703,000	3,006,000
Accrued liabilities	5,702,000	3,520,000
Current maturities of long-term debt	1,460,000	460,000
TOTAL CURRENT LIABILITIES	26,284,000	7,346,000
Long-term debt, less current maturities	8,475,000	6,903,000
Deferred taxes payable	2,853,000	0
Other liabilities	251,000	262,000
TOTAL LIABILITIES	37,863,000	14,511,000
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY
Preferred stock - $10 par; authorized - 2,000,000 shares; no shares issued	0	0
Additional paid-in capital	12,648,000	11,798,000
Retained earnings	27,721,000	25,871,000
Treasury stock, at cost - 345,000 shares at September 30, 2014 and 344,000 shares at December 31, 2013	(2,983,000)	(2,977,000)
Accumulated other comprehensive loss	(63,000)	0
TOTAL SHAREHOLDERS' EQUITY	41,461,000	38,730,000
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	79,324,000	53,241,000
Common Class A [Member]
SHAREHOLDERS' EQUITY
Class A - $1 par; authorized - 7,000,000 shares; issued - 4,138,000 at September 30, 2014 and 4,038,000 at December 31, 2013	4,138,000	4,038,000
Common Class B [Member]
SHAREHOLDERS' EQUITY
Class A - $1 par; authorized - 7,000,000 shares; issued - 4,138,000 at September 30, 2014 and 4,038,000 at December 31, 2013	$ 0	$ 0

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DEBT (Details Textual) (USD $)	9 Months Ended	12 Months Ended	1 Months Ended
	Sep. 30, 2014	Dec. 31, 2013	Sep. 30, 2012	Mar. 31, 2012
Term Loan A [Member]
Debt Instrument [Line Items]
Debt Instrument, Periodic Payment, Principal	$ 23,000
Debt Instrument, Frequency of Periodic Payment	Monthly
Debt Instrument, Date of First Required Payment	Jan. 01, 2013
Debt Instrument, Maturity Date	Dec. 19, 2017
Term Loan A [Member] | London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument [Line Items]
Debt Instrument, Basis Spread on Variable Rate	3.00%	2.00%
Term Loan A [Member] | Base Rate Borrowing [Member]
Debt Instrument [Line Items]
Debt Instrument, Basis Spread on Variable Rate	3.00%	2.00%
Term Loan B [Member]
Debt Instrument [Line Items]
Debt Instrument, Periodic Payment, Principal	83,000
Debt Instrument, Frequency of Periodic Payment	Monthly
Debt Instrument, Date of First Required Payment	Sep. 30, 2014
Debt Instrument, Maturity Date	Aug. 31, 2017
Debt Instrument, Payment Terms	36 consecutive monthly payments of $83,000, with an additional mandatory repayment each year equal to 50% of the Companys Excess Cash Flow (as defined in the Restated Loan Agreement) for such year
Term Loan B [Member] | London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument [Line Items]
Debt Instrument, Basis Spread on Variable Rate	3.25%
Term Loan B [Member] | Base Rate Borrowing [Member]
Debt Instrument [Line Items]
Debt Instrument, Basis Spread on Variable Rate	2.25%
Capex Term Loan One [Member]
Debt Instrument [Line Items]
Debt Instrument, Periodic Payment, Principal	6,000
Debt Instrument, Frequency of Periodic Payment	Monthly
Debt Instrument, Date of First Required Payment	May 01, 2012
Debt Instrument, Maturity Date	Apr. 01, 2017
Capex Term Loan Two [Member]
Debt Instrument [Line Items]
Debt Instrument, Periodic Payment, Principal	9,000
Debt Instrument, Frequency of Periodic Payment	Monthly
Debt Instrument, Date of First Required Payment	Oct. 01, 2012
Debt Instrument, Maturity Date	Sep. 01, 2017
Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity	22,000,000	20,000,000
Long-term Line of Credit	14,419,000	360,000
Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument [Line Items]
Debt Instrument, Basis Spread on Variable Rate	2.00%	1.75%
Revolving Credit Facility [Member] | Base Rate Borrowing [Member]
Debt Instrument [Line Items]
Debt Instrument, Basis Spread on Variable Rate	1.00%	0.75%
Capex Term Loans [Member]
Debt Instrument [Line Items]
Proceeds from Issuance of Long-term Debt			519,000	380,000
Capex Term Loans [Member] | London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument [Line Items]
Debt Instrument, Basis Spread on Variable Rate	3.00%	2.00%
Capex Term Loans [Member] | Base Rate Borrowing [Member]
Debt Instrument [Line Items]
Debt Instrument, Basis Spread on Variable Rate	3.00%	2.00%
Credit Facility [Member]
Debt Instrument [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity	$ 33,657,000

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CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013
Cash Flows from Operating Activities:
Net income	$ 1,850,000	$ 2,306,000
Non-cash charges:
Depreciation and amortization	1,137,000	1,176,000
Amortization of other intangible assets	361,000	192,000
Amortization of debt issue costs	67,000	75,000
(Adjustment to) provision for losses on accounts receivable	(107,000)	46,000
Stock-based compensation	182,000	245,000
Loss on sale of fixed asset	7,000	0
Restricted stock-based compensation	21,000	30,000
Deferred income taxes-net	1,079,000	1,098,000
Changes in operating assets and liabilities - net of effects of acquisitions:
Accounts receivable	(3,824,000)	(5,426,000)
Inventories	1,671,000	927,000
Prepaid expenses and other current assets	(419,000)	(313,000)
Other assets	54,000	44,000
Accounts payable	1,212,000	91,000
Accrued liabilities	(171,000)	515,000
Other liabilities	(12,000)	(12,000)
Total adjustments	1,258,000	(1,312,000)
Net cash provided by operating activities	3,108,000	994,000
Cash Flows from Investing Activities:
Capital expenditures	(713,000)	(428,000)
Proceeds from disposal of assets	8,000	0
Purchase of net assets Air Tool Service Company	(7,559,000)	0
Purchase of Exhaust Technologies, Inc.	(10,377,000)	0
Purchase of Universal Air Tool Company Limited, net of cash acquired of $104,000	(1,701,000)	0
Net cash used in investing activities	(20,342,000)	(428,000)
Cash Flows from Financing Activities:
Proceeds from exercise of stock options	741,000	62,000
Proceeds from short-term borrowings	66,166,000	49,408,000
Repayments of short-term borrowings	(52,107,000)	(49,911,000)
Proceeds from term loan	3,000,000	0
Repayments of term loan	(428,000)	(345,000)
Bank financing costs	(65,000)	0
Net cash provided by (used in) financing activities	17,307,000	(786,000)
Effect of exchange rate changes on cash and cash equivalents	18,000	0
Net increase (decrease) in cash	91,000	(220,000)
Cash at beginning of period	413,000	695,000
Cash at end of period	504,000	475,000
Supplemental disclosures of cash flow information:
Cash paid for: Interest	236,000	329,000
Cash paid for: Income taxes	126,000	46,000
Supplemental disclosures of non-cash investing and financing activities:
Contingent Consideration on Acquisition	$ 425,000	$ 0

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STOCK-BASED COMPENSATION (Details) (Employee Stock Option [Member], USD $)	9 Months Ended	12 Months Ended
	Sep. 30, 2014	Dec. 31, 2013
Employee Stock Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Option Shares, Outstanding, January 1, 2014	633,188
Option Shares, Granted	0
Option Shares, Exercised	(96,188)
Option Shares, Forfeited	0
Option Shares, Expired	(26,500)
Option Shares, Outstanding, September 30, 2014	510,500	633,188
Option Shares, Vested September 30, 2014	449,494
Weighted Average Exercise Price, Outstanding, January 1, 2014 (in dollars per share)	$ 6.76
Weighted Average Exercise Price, Granted (in dollars per share)	$ 0
Weighted Average Exercise Price, Exercised (in dollars per share)	$ 7.76
Weighted Average Exercise Price, Forfeited (in dollars per share)	$ 0
Weighted Average Exercise Price, Expired (in dollars per share)	$ 8.06
Weighted Average Exercise Price, Outstanding, September 30, 2014 (in dollars per share)	$ 6.51	$ 6.76
Weighted Average Exercise Price,Vested September 30, 2014 (in dollars per share)	$ 6.38
Weighted Average Remaining ContractualLife, Outstanding Period (Years)	5 years	4 years 9 months 18 days
Weighted Average Remaining Contractual Life, Vested September 30, 2014 (Years)	4 years 7 months 6 days
Aggregate Intrinsic Value, Outstanding Balance (in dollars)	$ 1,303,505	$ 951,000
Aggregate Intrinsic Value, Vested September 30, 2014 (in dollars)	$ 1,261,239

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STOCK-BASED COMPENSATION (Tables)

9 Months Ended

Sep. 30, 2014

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block]

The following is a summary of the changes in outstanding options during the nine-month period ended September 30, 2014:

		Weighted  Average		Weighted Average Remaining Contractual Life		Aggregate Intrinsic
	Option Shares	Exercise Price		(Years)		Value
Outstanding, January 1, 2014	633,188	$	6.76		4.8	$	951,000
Granted	—		—
Exercised	(96,188)		7.76
Forfeited	—		—
Expired	(26,500)		8.06
Outstanding, September 30, 2014	510,500	$	6.51		5.0	$	1,303,505
Vested September 30, 2014	449,494	$	6.38		4.6	$	1,261,239

Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable [Table Text Block]

The following is a summary of changes in non-vested options for the nine months ended September 30, 2014:

			Weighted  Average Grant-
	Option Shares		Date Fair Value
Non-vested options, January 1, 2014		121,500	$	5.38
Granted		—		—
Vested		(60,494)		4.62
Forfeited		—		—
Non-vested options, September 30, 2014		61,006	$	6.14

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STOCK-BASED COMPENSATION (Details 1) (Employee Stock Option [Member], USD $)	9 Months Ended
	Sep. 30, 2014
Employee Stock Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Option Shares, Non-vested options, January 1, 2014	121,500
Option Shares, Granted	0
Option Shares, Vested	(60,494)
Option Shares, Forfeited	0
Option Shares, Non-vested options, September 30, 2014	61,006
Weighted Average Grant Date Fair Value, Non-vested options, January 1, 2014 (in dollars per share)	$ 5.38
Weighted Average Grant Date Fair Value, Granted (in dollars per share)	$ 0
Weighted Average Grant Date Fair Value, Vested (in dollars per share)	$ 4.62
Weighted Average Grant Date Fair Value, Forfeited (in dollars per share)	$ 0
Weighted Average Grant Date Fair Value, Non-vested options, September 30, 2014 in dollars per share)	$ 6.14

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INVENTORIES (Tables)

9 Months Ended

Sep. 30, 2014

Inventory Disclosure [Abstract]

Schedule of Inventory, Current [Table Text Block]

Inventories - net consist of:

	September 30,  2014		December 31,  2013
Raw material	$	2,048,000	$	1,836,000
Work in process		952,000		475,000
Finished goods		23,678,000		22,924,000
		26,678,000		25,235,000
Reserve for obsolete and slow-moving inventories		(2,371,000)		(2,261,000)
	$	24,307,000	$	22,974,000

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CONSOLIDATED STATEMENTS OF CASH FLOWS [Parenthetical] (USD $)	9 Months Ended	12 Months Ended
	Sep. 30, 2014	Dec. 31, 2013
Cash Acquired from Acquisition	$ 104,000	$ 104,000

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CONSOLIDATED BALANCE SHEETS [Parenthetical] (USD $)	Sep. 30, 2014	Dec. 31, 2013
Preferred stock, par value (in dollars per share)	$ 10	$ 10
Preferred stock, shares authorized	2,000,000	2,000,000
Preferred stock, shares issued	0	0
Treasury stock, shares	345,000	344,000
Common Class A [Member]
Common stock, par value (in dollars per share)	$ 1	$ 1
Common stock, shares authorized	7,000,000	7,000,000
Common stock, shares issued	4,138,000	4,038,000
Common Class B [Member]
Common stock, par value (in dollars per share)	$ 1	$ 1
Common stock, shares authorized	2,000,000	2,000,000
Common stock, shares issued	0	0

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BUSINESS SEGMENTS

9 Months Ended

Sep. 30, 2014

Segment Reporting [Abstract]

Segment Reporting Disclosure [Text Block]

NOTE 10 - BUSINESS SEGMENTS

P&F operates in two primary lines of business, Tools and Hardware. For reporting purposes, Florida Pneumatic and Hy-Tech are combined in the Tools segment, while Nationwide is currently the only subsidiary in the Hardware segment. The Company evaluates segment performance based primarily on segment operating income. The accounting policies of each of the segments are the same as those referred to in Note 1.

As of and for the three months ended September 30, 2014	Consolidated		Tools		Hardware
Revenues from unaffiliated customers	$	22,932,000	$	17,865,000	$	5,067,000
Segment operating income	$	3,217,000	$	2,201,000	$	1,016,000
General corporate expense		(1,627,000)
Interest expense		(158,000)
Income before income taxes	$	1,432,000
Segment assets	$	76,980,000	$	65,011,000	$	11,969,000
Corporate assets		2,344,000
Total assets	$	79,324,000
Long-lived assets, including $55,000 at corporate	$	35,470,000	$	30,815,000	$	4,600,000

As of and for the three months ended September 30, 2013	Consolidated		Tools		Hardware
Revenues from unaffiliated customers	$	20,483,000	$	14,776,000	$	5,707,000
Segment operating income	$	2,903,000	$	1,938,000	$	965,000
General corporate expense		(1,506,000)
Interest expense – net		(116,000)
Income before income taxes	$	1,281,000
Segment assets	$	53,647,000	$	42,080,000	$	11,567,000
Corporate assets		3,878,000
Total assets	$	57,525,000
Long-lived assets, including $11,000 at corporate	$	17,064,000	$	12,604,000	$	4,449,000

As of and for the nine months ended September 30, 2014	Consolidated		Tools		Hardware
Revenues from unaffiliated customers	$	57,132,000	$	41,749,000	$	15,383,000
Segment operating income	$	8,112,000	$	4,887,000	$	3,225,000
General corporate expense		(4,667,000)
Interest expense		(335,000)
Income before income taxes	$	3,110,000

As of and for the nine months ended September 30, 2013	Consolidated		Tools		Hardware
Revenues from unaffiliated customers	$	60,668,000	$	43,625,000	$	17,043,000
Segment operating income	$	8,395,000	$	5,392,000	$	3,003,000
General corporate expense		(4,331,000)
Interest expense – net		(386,000)
Income before income taxes	$	3,678,000

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Document And Entity Information	9 Months Ended
	Sep. 30, 2014	Nov. 12, 2014
Document Information [Line Items]
Entity Registrant Name	P&F INDUSTRIES INC
Entity Central Index Key	0000075340
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Trading Symbol	PFIN
Entity Common Stock, Shares Outstanding		3,584,370
Document Type	10-Q
Amendment Flag	true
Amendment Description	This amendment to the Quarterly Report on Form 10-Q/A (“Amendment No. 1”) is being filed in order to correct previously disclosed pro forma information in Note 3 — Acquisitions in the financial statements included in the original Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2014, filed on November 13, 2014 (the “Original Filing”). These corrections have no impact, for any previously reported interim or annual period, on the Company’s consolidated balance sheets, consolidated statements of income and comprehensive income, consolidated statements of stockholders’ equity, or consolidated statements of cash flows, or any note related to such financial statements (other than Note 3). A detailed description of the amended financial information is set forth in this Amendment No. 1 under Note 3 – Acquisitions to the Company's Consolidated Financial Statements, which presents a reconciliation between pro forma information in Note 3 contained in the Original Filing and adjusted pro forma information in Note 3 contained in this Amendment No. 1, relating to unaudited pro-forma revenue, unaudited pro-forma net income, and unaudited pro-forma basic and diluted earnings per share, each giving effect to the acquisitions of Exhaust Technologies, Inc., Universal Air Tool Company Limited, and Air Tool Service Company, as if they were consummated on January 1, 2013. Amendment No. 1 also amends the Company’s disclosures relating to the Company’s controls and procedures. This Amendment No. 1 amends only Item 1 (Financial Statements) and Item 4 (Controls and Procedures) of Part I of the Original Filing as discussed above. The Company is also updating the Signature Page, Exhibit Index and certifications of our Chief Executive and Financial Officers contained in Exhibits 31.1, 31.2, 32.1 and 32.2. Except for the foregoing amended information, this Amendment No. 1 continues to describe conditions as of the date of the Original Filing, and the Company has not updated the disclosures contained herein to reflect events that occurred at a later date.
Document Period End Date	Sep. 30, 2014
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2014

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SUBSEQUENT EVENT

9 Months Ended

Sep. 30, 2014

Subsequent Events [Abstract]

Subsequent Events [Text Block]

NOTE 11 - SUBSEQUENT EVENT

On October 14, 2014, the Company acquired 208,325 shares of the Company’s Class A Common Stock from Timothy J. Stabosz in a privately negotiated transaction pursuant to a purchase agreement, at a purchase price of $7.60 per share, which was at a discount to the then market price of the Company’s Common Stock, with an aggregate purchase price of approximately $1,583,000. The purchase agreement contains certain covenants, including standstill restrictions imposed on the Seller with respect to shares of Common Stock for a three-year period.

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CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Net revenue	$ 22,932,000	$ 20,483,000	$ 57,132,000	$ 60,668,000
Cost of sales	14,904,000	13,428,000	36,466,000	38,777,000
Gross profit	8,028,000	7,055,000	20,666,000	21,891,000
Selling, general and administrative expenses	6,438,000	5,658,000	17,221,000	17,827,000
Operating income	1,590,000	1,397,000	3,445,000	4,064,000
Interest expense	158,000	116,000	335,000	386,000
Income before income taxes	1,432,000	1,281,000	3,110,000	3,678,000
Income tax expense	616,000	471,000	1,260,000	1,372,000
Net income	816,000	810,000	1,850,000	2,306,000
Basic earnings per share (in dollars per share)	$ 0.22	$ 0.22	$ 0.50	$ 0.63
Diluted earnings per share (in dollars per share)	$ 0.20	$ 0.20	$ 0.47	$ 0.59
Weighted average common shares outstanding:
Basic (in shares)	3,792,000	3,694,000	3,737,000	3,684,000
Diluted (in shares)	3,968,000	3,912,000	3,917,000	3,888,000
Net income	816,000	810,000	1,850,000	2,306,000
Other comprehensive loss - foreign currency translation adjustment	(63,000)	0	(63,000)	0
Total comprehensive income	$ 753,000	$ 810,000	$ 1,787,000	$ 2,306,000

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ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS

9 Months Ended

Sep. 30, 2014

Receivables [Abstract]

Loans, Notes, Trade and Other Receivables Disclosure [Text Block]

NOTE 5 - ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS

Accounts receivable - net consists of:

	September 30,  2014		December 31, 2013
Accounts receivable	$	14,810,000	$	8,975,000
Allowance for doubtful accounts		(165,000)		(236,000)
	$	14,645,000	$	8,739,000

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STOCK-BASED COMPENSATION

9 Months Ended

Sep. 30, 2014

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Disclosure of Compensation Related Costs, Share-based Payments [Text Block]

NOTE 4 - STOCK-BASED COMPENSATION

During the three and nine-month periods ended September 30, 2014 and 2013, the Company did not grant any stock options.

The following is a summary of the changes in outstanding options during the nine-month period ended September 30, 2014:

		Weighted  Average		Weighted Average Remaining Contractual Life		Aggregate Intrinsic
	Option Shares	Exercise Price		(Years)		Value
Outstanding, January 1, 2014	633,188	$	6.76		4.8	$	951,000
Granted	—		—
Exercised	(96,188)		7.76
Forfeited	—		—
Expired	(26,500)		8.06
Outstanding, September 30, 2014	510,500	$	6.51		5.0	$	1,303,505
Vested September 30, 2014	449,494	$	6.38		4.6	$	1,261,239

The following is a summary of changes in non-vested options for the nine months ended September 30, 2014:

			Weighted  Average Grant-
	Option Shares		Date Fair Value
Non-vested options, January 1, 2014		121,500	$	5.38
Granted		—		—
Vested		(60,494)		4.62
Forfeited		—		—
Non-vested options, September 30, 2014		61,006	$	6.14

The number of shares of Common Stock available for issuance under the 2012 Stock Incentive Plan as of September 30, 2014 was 194,517. At September 30, 2014, there were 113,500 options outstanding, issued under the 2012 Stock Incentive Plan and 397,000 options outstanding issued, under the 2002 Stock Incentive Plan.

Treasury Stock

On March 31, 2014, the Company received 792 shares of its Common Stock, tendered as payment for the exercise of options to purchase 1,500 shares of Common Stock. The value of the tendered shares of Common Stock, was approximately $6,000, and was based on the fair value of such shares, determined by closing price of the Company’s Common Stock on the day prior.  The Company recorded this transaction as an increase to its Treasury Stock.

Restricted Stock

On May 21, 2014, the Company granted 666 restricted shares of its common stock to each non-employee member of its Board of Directors totaling 3,330 restricted shares. These restricted shares cannot be traded earlier than the first anniversary of the grant date. The Company determined the fair value of these shares to be $7.43, which was the closing price of the Company’s Common Stock on the date of the grant. As a result of the aforementioned grants, the Company will recognize non-cash director fees expense of approximately $2,100 per month in its selling, general and administrative expenses through May 2015.

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ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS (Tables)

9 Months Ended

Sep. 30, 2014

Receivables [Abstract]

Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block]

Accounts receivable - net consists of:

	September 30,  2014		December 31, 2013
Accounts receivable	$	14,810,000	$	8,975,000
Allowance for doubtful accounts		(165,000)		(236,000)
	$	14,645,000	$	8,739,000

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SUMMARY OF ACCOUNTING POLICIES (Policies)

9 Months Ended

Sep. 30, 2014

Accounting Policies [Abstract]

Basis of Accounting, Policy [Policy Text Block]

Basis of Financial Statement Presentation

The accompanying unaudited Consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information, and with the rules and regulations of the Securities and Exchange Commission regarding interim financial reporting. Accordingly, these interim financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of the Company, as defined below, these unaudited consolidated financial statements include all adjustments necessary to present fairly the information set forth therein. All such adjustments are of a normal recurring nature. Results for interim periods are not necessarily indicative of results to be expected for a full year.

The consolidated balance sheet information as of December 31, 2013 was derived from the audited Consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013. The interim financial statements contained herein should be read in conjunction with that Report.

The consolidated financial statements have been reported in U.S. dollars by translating asset and liability amounts of a foreign wholly-owned subsidiary at the closing exchange rate, equity amounts at historical rates and the results of operations and cash flow at the average of the prevailing exchange rates during the periods reported. As a result, the Company is exposed to foreign currency translation gain or losses. These gains or losses are presented in its Consolidated Financial Statements as “Other comprehensive income (loss) - foreign currency translation adjustments”.

Consolidation, Policy [Policy Text Block]

Principles of Consolidation

The unaudited Consolidated financial statements contained herein include the accounts of P&F Industries, Inc. and its subsidiaries, (“P&F” or the “Company”). All significant intercompany balances and transactions have been eliminated in consolidation. Certain amounts in the financial statements and related footnotes have been reclassified to conform to classifications used in the current year.

The Company

The Company operates in two primary lines of business, or segments: (i) tools and other products (“Tools”) and (ii) hardware and accessories (“Hardware”).

Tools

The Company conducts its Tools business through a wholly-owned subsidiary, Continental Tool Group, Inc. (“Continental”), which in turn currently operates through its wholly-owned subsidiaries, Florida Pneumatic Manufacturing Corporation (“Florida Pneumatic”) and Hy-Tech Machine, Inc. (“Hy-Tech”). During the third quarter of 2014, the Company acquired Exhaust Technologies Inc. and Universal Air Tool Company Limited. Both companies are subsidiaries of Florida Pneumatic. Additionally, during the third quarter of 2014, the Company acquired substantially all the assets of Air Tool Service Company, which business operates through a company, which is a wholly-owned subsidiary of Hy-Tech. (See Note 3 – Acquisitions, for additional information relating to these acquisitions)

Florida Pneumatic is engaged in the importation and sale of pneumatic hand tools, primarily for the retail, industrial and automotive markets, and the importation and sale of compressor air filters.  Florida Pneumatic also markets, through its Berkley Tool division (“Berkley”), a product line which includes pipe and bolt dies, pipe taps, wrenches, vises and stands, pipe and tubing cutting equipment, hydrostatic test pumps, and replacement electrical components for a widely-used brand of pipe cutting and threading machines.

Hy-Tech manufactures and distributes its own line of industrial pneumatic tools. Hy-Tech also produces and markets impact wrenches, grinders, drills, and motors. Further, it also manufactures tools to customer specifications. Its customers include refineries, chemical plants, power generation, heavy construction, oil and mining companies. In addition, Hy-Tech manufactures an extensive line of pneumatic tool replacement parts that are sold competitively to the original equipment manufacturer (“OEM”). It also manufactures and distributes high pressure stoppers for hydrostatic testing fabricated pipe, gears, sprockets, splines and racks and produces a line of siphons.

Hardware

 The Company conducts its Hardware business through a wholly-owned subsidiary, Countrywide Hardware, Inc. (“Countrywide”). Countrywide conducts its business operations through its wholly-owned subsidiary, Nationwide Industries, Inc. (“Nationwide”). Nationwide is an importer and manufacturer of door, window and fencing hardware and accessories, including rollers, hinges, window operators, sash locks, custom zinc castings and door closers. Additionally, Nationwide marketed a Kitchen and Bath product line. However, effective November 12, 2013, Nationwide sold to an unrelated third party all inventory, intangibles and certain fixed assets attributable to its Kitchen and Bath product line. 

Use of Estimates, Policy [Policy Text Block]

Management Estimates

The preparation of financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses in those financial statements.  Certain significant accounting policies that contain subjective management estimates and assumptions include those related to revenue recognition, inventory, goodwill, intangible assets and other long-lived assets, income taxes and deferred taxes.  Descriptions of these policies are discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013.  Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, and makes adjustments when facts and circumstances dictate.  As future events and their effects cannot be determined with precision, actual results could differ significantly from those estimates and assumptions.  Significant changes, if any, in those estimates resulting from continuing changes in the economic environment will be reflected in the Consolidated financial statements in future periods.  

New Accounting Pronouncements, Policy [Policy Text Block]

Recently Adopted Accounting Standards

Management does not believe that any recently issued, but not yet effective accounting standards, if currently adopted would have a material effect on our Consolidated financial statements.

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DEBT

9 Months Ended

Sep. 30, 2014

Debt Disclosure [Abstract]

Debt Disclosure [Text Block]

NOTE 8 - DEBT

SHORT-TERM LOANS

P&F, along with Florida Pneumatic, Hy-Tech and Nationwide, as borrowers, entered into a Loan and Security Agreement in October 2010, as amended (“Credit Agreement”), with Capital One Business Credit Corp., formerly known as Capital One Leverage Finance Corporation, as agent and lender (“COBC”). The Credit Agreement expires December 19, 2017, (the “Maturity Date”). Further, the Credit Agreement provides for a Revolver Loan (“Revolver”), borrowings under which are secured by the Company’s accounts receivable, mortgages on its real property located in Cranberry, PA, Jupiter, FL and Tampa, FL (“Real Property”),  inventory and equipment, and are cross-guaranteed by certain of our subsidiaries (the “Subsidiary Guarantors”). Revolver borrowings bear interest at either LIBOR (London InterBank Offered Rate) or the Base Rate, as defined in the Credit Agreement (“Base Rate”), plus the Applicable Margin (the “Applicable Margin”), as defined in the Credit Agreement. The interest rate, either LIBOR or Base Rate, which is added to the Applicable Margin, is at the option of the Company, subject to limitations on the number of LIBOR borrowings. 

Contemporaneously with the ATSCO acquisition described in Note 3, the Company, on August 13, 2014, entered into an Amended and Restated Loan and Security Agreement, (the “Restated Loan Agreement”), with COBC. The Restated Loan Agreement, among other things, amended the Credit Agreement by: (1) increasing the total amount of the credit facility to approximately $33,657,000, (2) increasing the Revolver from $20,000,000 to $22,000,000, (3) creating a new Term Loan, as defined in the Restated Loan Agreement (“Term Loan B”), and (4) re-designating as “Term Loan A”, the previously existing outstanding Term Loan, which relates primarily to the Company’s real property. In addition, the Restated Loan Agreement also reset certain financial covenants.

At September 30, 2014 and December 31, 2013, the balance of Revolver borrowings outstanding was $14,419,000 and $360,000, respectively. The primary cause for the increase in the Company’s Revolver balance at September 30, 2014, was due to the funding necessary to complete the acquisitions of ETI, UAT and ATSCO that occurred during the third quarter of 2014. Applicable Margins added to Revolver borrowings at LIBOR and the Base Rate were 2.0% and 1.0%, respectively at September 30, 2014 and were 1.75% and 0.75%, respectively, at December 31, 2013. 

The Company is required to provide, among other things, monthly financial statements, monthly borrowing base certificates and certificates of compliance with various financial covenants. The Company believes that at September 30, 2014, it is in compliance with all covenants. As part of the Credit Agreement, if an event of default occurs, COBC has the option to, among other things, increase the interest rate by two percent per annum during the period of default.

LONG-TERM LOANS

The Restated Loan Agreement also provides for a $6,533,000 Term Loan A, which is secured by mortgages on the Real Property, accounts receivable, inventory and equipment.  Term Loan borrowings incur interest at LIBOR or the Base Rate plus the Applicable Margins, which were 3.0% and 2.0%, respectively, at September 30, 2014 and December 31, 2013.

Additionally, the Restated Loan Agreement provides for a Term Loan B, pursuant to which the Company borrowed the maximum principal amount of $3,000,000 as part of the ATSCO acquisition. This Term Loan B is to be repaid in 36 consecutive monthly payments of $83,000, with an additional mandatory repayment each year equal to 50% of the Company’s Excess Cash Flow (as defined in the Restated Loan Agreement) for such year, if any. Term Loan B borrowings incur interest at LIBOR or the Base Rate plus the Applicable Margins, which was 3.25% and 2.25% at September 30, 2014.

The Company borrowed $380,000 and $519,000 in March 2012 and September 2012, respectively, as loans primarily for machinery and equipment (“Capex Term Loans”). Applicable Margins added to these Capex Term Loans at both September 30, 2014 and December 31, 2013 were 3.00% and 2.00%, for borrowings at LIBOR and the Base Rate, respectively.

Long-term debt consists of:  

	September 30, 2014		December 31, 2013
Term Loan A - $23,000 payable monthly January 2013 through December 2017, balance due December 19, 2017.	$	6,510,000	$	6,720,000
Term Loan B - $83,000 payable monthly September 2014 through August 2017.		2,917,000		—
Capex Term Loan - $6,000 payable monthly May 2012 through April 2017.		197,000		254,000
Capex Term Loan - $9,000 payable monthly October 2012 through September 2017.		311,000		389,000
		9,935,000		7,363,000
Less current maturities		1,460,000		460,000
	$	8,475,000	$	6,903,000

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INVENTORIES

9 Months Ended

Sep. 30, 2014

Inventory Disclosure [Abstract]

Inventory Disclosure [Text Block]

NOTE 6 - INVENTORIES

Inventories - net consist of:

	September 30,  2014		December 31,  2013
Raw material	$	2,048,000	$	1,836,000
Work in process		952,000		475,000
Finished goods		23,678,000		22,924,000
		26,678,000		25,235,000
Reserve for obsolete and slow-moving inventories		(2,371,000)		(2,261,000)
	$	24,307,000	$	22,974,000

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GOODWILL AND OTHER INTANGIBLE ASSETS

9 Months Ended

Sep. 30, 2014

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets Disclosure [Text Block]

NOTE 7 - GOODWILL AND OTHER INTANGIBLE ASSETS

The changes in the carrying amounts of goodwill, which resulted from the acquisitions of ETI, UAT and ATSCO, for the nine-months ended September 30, 2014, are as follows:

	Consolidated		Tools		Hardware
Balance, January 1, 2014	$	5,150,000	$	3,278,000	$	1,872,000
Acquisition of ETI, UAT and ATSCO		6,746,000		6,746,000		—
Balance, September 30, 2014	$	11,896,000	$	10,024,000	$	1,872,000

Other intangible assets were as follows:

	September 30, 2014						December 31, 2013
			Accumulated		Net book				Accumulated		Net book
	Cost		amortization		value		Cost		amortization		value
Other intangible assets:
Customer relationships	$	13,208,000	$	4,316,000	$	8,892,000	$	5,070,000	$	4,087,000	$	983,000
Trademarks and trade names		2,056,000		—		2,056,000		199,000		—		199,000
Engineering drawings		410,000		111,000		299,000		290,000		97,000		193,000
Licensing		305,000		221,000		84,000		305,000		178,000		127,000
Non-compete agreements		373,000		8,000		365,000		—		—		—
Patents		1,205,000		67,000		1,138,000		—		—		—
Totals	$	17,557,000	$	4,723,000	$	12,834,000	$	5,864,000	$	4,362,000	$	1,502,000

Amortization expense for intangible assets subject to amortization was as follows:

	Three months ended September 30,			Nine months ended September 30,
	2014	2013		2014		2013
$	245,000	$	58,000	$	361,000	$	192,000

Amortization expense for each of the twelve-month periods ending September 30, 2015 through September 30, 2019 is estimated to be as follows: 2015 - $1,293,000; 2016 - $1,262,000; 2017 - $1,183,000; 2018 - $984,000 and 2019 - $972,000.  The weighted average amortization period for intangible assets was 10.3 years at September 30, 2014 and 6.8 years at December 31, 2013.

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RELATED PARTY TRANSACTIONS

9 Months Ended

Sep. 30, 2014

Related Party Transactions [Abstract]

Related Party Transactions Disclosure [Text Block]

NOTE 9 - RELATED PARTY TRANSACTIONS

The president of one of the Company’s subsidiaries is part owner of one of that subsidiary’s vendors. During the three and nine-month periods ended September 30, 2014, the Company purchased approximately $254,000 and $672,000, respectively, of product from this vendor. During the three and nine-month periods ended September 30, 2013, the Company purchased approximately $120,000 and $622,000, respectively, of product from this vendor. At September 30, 2014 and 2013, the Company owed this vendor $84,000 and $49,000, respectively. All transactions were made at arms-length.

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ACQUISITIONS (Details Textual) (USD $)	9 Months Ended	12 Months Ended
	Sep. 30, 2014	Dec. 31, 2013
Business Acquisition [Line Items]
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life	10 years 3 months 18 days	6 years 9 months 18 days
Liability for Uncertain Tax Positions, Current	$ 866,000
Goodwill [Member]
Business Acquisition [Line Items]
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life	15 years
Universal Air Tool Company Limited [Member]
Business Acquisition [Line Items]
Business Combination, Contingent Consideration, Liability	$ 400,000

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ACQUISITIONS (Tables)

9 Months Ended

Sep. 30, 2014

Business Combinations [Abstract]

Schedule of Business Acquisitions, by Acquisition [Table Text Block]

The purchase price for the acquisitions completed during the three-month period ended September 30, 2014 was as follows:

	ETI		UAT		ATSCO		Total
Cash paid at closing	$	9,850,000	$	1,947,000	$	7,659,000	$	19,456,000
Estimated net asset adjustments		527,000		(142,000)		(100,000)		285,000
Fair Value of Contingent Consideration		—		425,000		—		425,000
Total estimated purchase price	$	10,377,000	$	2,230,000	$	7,559,000	$	20,166,000

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block]

The following table presents the estimated fair values of the net assets acquired, liabilities assumed and the amount allocated to goodwill:

	ETI		UAT		ATSCO		TOTAL
Cash	$	—	$	104,000	$	—	$	104,000
Accounts receivable		1,086,000		732,000		190,000		2,008,000
Inventories		1,669,000		772,000		600,000		3,041,000
Other current assets		911,000		5,000		—		916,000
Property and equipment		140,000		167,000		651,000		958,000
Identifiable intangible assets:
Customer relationships		4,560,000		334,000		3,260,000		8,154,000
Trademarks and trade names		1,160,000		478,000		240,000		1,878,000
Non-compete agreements		115,000		134,000		130,000		379,000
Engineering drawings		—		—		120,000		120,000
Patents		1,205,000		—		—		1,205,000
Total assets acquired		10,846,000		2,726,000		5,191,000		18,763,000
Less: liabilities assumed		1,489,000		626,000		345,000		2,460,000
Deferred taxes payable		2,708,000		189,000		—		2,897,000
Total fair value of net assets acquired		6,649,000		1,911,000		4,846,000		13,406,000
Goodwill		3,728,000		319,000		2,713,000		6,760,000
Total estimated purchase price	$	10,377,000	$	2,230,000	$	7,559,000	$	20,166,000

Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination [Table Text Block]

For financial reporting purposes, useful lives have been assigned as follows:

	ETI	UAT	ATSCO
Customer relationships	12 years	12 years	12 years
Trademarks and trade names	Indefinite	Indefinite	Indefinite
Non-compete agreements	4 years	3 years	5 years
Engineering drawings	—	—	5 years
Patents	3-10 years	—	—

Business Acquisition, Pro Forma Information [Table Text Block]

The following unaudited pro-forma combined financial information gives effect to the acquisition of ETI, UAT and ATSCO as if they were consummated January 1, 2013. This unaudited pro-forma financial information is presented for information purposes only, and is not intended to present actual results that would have been attained had the acquisitions been completed as of January 1, 2013 (the beginning of the earliest period presented) or to project potential operating results as of any future date or for any future periods. 

	AS REPORTED
	THREE  MONTHS  ENDED		NINE  MONTHS  ENDED		THREE  MONTHS  ENDED		NINE  MONTHS  ENDED
	9/30/2013		9/30/2013		9/30/2014		9/30/2014
	(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)
REVENUE	$	24,072,000	$	73,776,000	$	23,500,000	$	66,915,000
NET INCOME	$	1,415,000	$	5,107,000	$	775,000	$	4,148,000
Earnings Per Share - BASIC	$	0.38	$	1.39	$	0.20	$	1.11
Earnings Per Share - DILUTED	$	0.36	$	1.31	$	0.20	$	1.06

		ADJUSTMENTS
		THREE  MONTHS  ENDED		NINE  MONTHS  ENDED		THREE  MONTHS  ENDED		NINE  MONTHS  ENDED
		9/30/2013		9/30/2013		9/30/2014		9/30/2014
		(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)
REVENUE	$	—	$	(2,039,000)	$	—	$	(1,463,000)
NET INCOME	$	(259,000)	$	(1,797,000)	$	21,000	$	(1,331,000)
Earnings Per Share - BASIC	$	(0.07)	$	(0.49)	$	0.01	$	(0.36)
Earnings Per Share - DILUTED	$	(0.06)	$	(0.46)	$	—	$	(0.34)

		RESTATED
		THREE  MONTHS  ENDED		NINE  MONTHS  ENDED		THREE  MONTHS  ENDED		NINE  MONTHS  ENDED
		9/30/2013		9/30/2013		9/30/2014		9/30/2014
		(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)
REVENUE	$	24,072,000	$	71,737,000	$	23,500,000	$	65,452,000
NET INCOME	$	1,156,000	$	3,310,000	$	796,000	$	2,817,000
Earnings Per Share - BASIC	$	0.31	$	0.90	$	0.21	$	0.75
Earnings Per Share - DILUTED	$	0.30	$	0.85	$	0.20	$	0.72

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DEBT (Tables)

9 Months Ended

Sep. 30, 2014

Debt Disclosure [Abstract]

Schedule of Debt [Table Text Block]

Long-term debt consists of:  

	September 30, 2014		December 31, 2013
Term Loan A - $23,000 payable monthly January 2013 through December 2017, balance due December 19, 2017.	$	6,510,000	$	6,720,000
Term Loan B - $83,000 payable monthly September 2014 through August 2017.		2,917,000		—
Capex Term Loan - $6,000 payable monthly May 2012 through April 2017.		197,000		254,000
Capex Term Loan - $9,000 payable monthly October 2012 through September 2017.		311,000		389,000
		9,935,000		7,363,000
Less current maturities		1,460,000		460,000
	$	8,475,000	$	6,903,000

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GOODWILL AND OTHER INTANGIBLE ASSETS (Details 1) (USD $)	Sep. 30, 2014	Dec. 31, 2013
Other intangible assets:
Cost	$ 17,557,000	$ 5,864,000
Accumulated amortization	4,723,000	4,362,000
Net book value	12,834,000	1,502,000
Customer relationships [Member]
Other intangible assets:
Cost	13,208,000	5,070,000
Accumulated amortization	4,316,000	4,087,000
Net book value	8,892,000	983,000
Trademarks and trade names [Member]
Other intangible assets:
Cost	2,056,000	199,000
Accumulated amortization	0	0
Net book value	2,056,000	199,000
Engineering drawings [Member]
Other intangible assets:
Cost	410,000	290,000
Accumulated amortization	111,000	97,000
Net book value	299,000	193,000
Licensing [Member]
Other intangible assets:
Cost	305,000	305,000
Accumulated amortization	221,000	178,000
Net book value	84,000	127,000
Non-compete agreements [Member]
Other intangible assets:
Cost	373,000	0
Accumulated amortization	8,000	0
Net book value	365,000	0
Patents [Member]
Other intangible assets:
Cost	1,205,000	0
Accumulated amortization	67,000	0
Net book value	$ 1,138,000	$ 0

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CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (USD $)	Total	Common Class A [Member]	Additional paid-in capital [Member]	Retained earnings [Member]	Treasury stock [Member]	Accumulated other comprehensive (loss) [Member]
Balance at Dec. 31, 2013	$ 38,730,000	$ 4,038,000	$ 11,798,000	$ 25,871,000	$ (2,977,000)	$ 0
Balance (in shares) at Dec. 31, 2013		4,038,000			(344,000)
Net income	1,850,000	0	0	1,850,000	0	0
Foreign currency translation adjustment	(63,000)	0	0	0	0	(63,000)
Exercise of stock options	741,000	97,000	650,000	0	(6,000)	0
Exercise of stock options (in shares)		97,000			(1,000)
Restricted stock issuance	21,000	3,000	18,000	0	0	0
Restricted stock issuance (in shares)		3,000			0
Stock-based compensation	182,000	0	182,000	0	0	0
Balance at Sep. 30, 2014	$ 41,461,000	$ 4,138,000	$ 12,648,000	$ 27,721,000	$ (2,983,000)	$ (63,000)
Balance (in shares) at Sep. 30, 2014		4,138,000			(345,000)

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ACQUISITIONS

9 Months Ended

Sep. 30, 2014

Business Combinations [Abstract]

Business Combination Disclosure [Text Block]

NOTE 3 – ACQUISITIONS

 Exhaust Technologies Inc.

On July 1, 2014, the Company acquired Exhaust Technologies, Inc. (“ETI”), a developer and distributor of pneumatic tools, through a merger between a newly formed wholly-owned subsidiary of Florida Pneumatic and ETI. ETI markets its AIRCAT and NITROCAT brand pneumatic tools primarily to the automotive market. ETI’s business will operate through Florida Pneumatic. The purchase price for this acquisition consisted of $10,377,000 in cash plus the assumption of certain payables. The Company financed this acquisition from the Company's Revolver Loan (“Revolver”) provided for within the Credit Agreement with Capital One Business Credit Corp. (“COBC”), which is further described in Note 8 to these Consolidated Financial Statements 

Universal Air Tool Company Limited

On July 29, 2014, the Company acquired all of the outstanding shares of Universal Air Tool Company Limited (“UAT”), a distributor of pneumatic tools. The purchase price for this acquisition consisted of approximately $1,950,000 in cash and is subject to a post-closing working capital adjustment. In addition, there is a potential contingent consideration payment due to the former shareholders of UAT of a maximum of approximately $400,000. UAT, located in High Wycombe, England, markets pneumatic tools to the automotive market sector primarily in the United Kingdom and Ireland. The Company financed this acquisition from the Company's Revolver.

Air Tool Service Company

On August 13, 2014, the Company, through a newly formed wholly owned subsidiary of Hy-Tech, acquired substantially all of the assets comprising the business of Air Tool Service Company (“ATSCO”), an Ohio based corporation engaged in the design, manufacture and distribution of pneumatic tools and parts. The purchase price consisted of approximately $7,659,000 in cash and the assumption of certain payables and liabilities, and is subject to a post-closing working capital adjustment. The Company financed this acquisition from the Company's Revolver and a new Term Loan provided for within the Credit Agreement with COBC, which is further described in Note 8 to these Consolidated Financial Statements

The purchase price for the acquisitions completed during the three-month period ended September 30, 2014 was as follows:

	ETI		UAT		ATSCO		Total
Cash paid at closing	$	9,850,000	$	1,947,000	$	7,659,000	$	19,456,000
Estimated net asset adjustments		527,000		(142,000)		(100,000)		285,000
Fair Value of Contingent Consideration		—		425,000		—		425,000
Total estimated purchase price	$	10,377,000	$	2,230,000	$	7,559,000	$	20,166,000

The following table presents the estimated fair values of the net assets acquired, liabilities assumed and the amount allocated to goodwill:

	ETI		UAT		ATSCO		TOTAL
Cash	$	—	$	104,000	$	—	$	104,000
Accounts receivable		1,086,000		732,000		190,000		2,008,000
Inventories		1,669,000		772,000		600,000		3,041,000
Other current assets		911,000		5,000		—		916,000
Property and equipment		140,000		167,000		651,000		958,000
Identifiable intangible assets:
Customer relationships		4,560,000		334,000		3,260,000		8,154,000
Trademarks and trade names		1,160,000		478,000		240,000		1,878,000
Non-compete agreements		115,000		134,000		130,000		379,000
Engineering drawings		—		—		120,000		120,000
Patents		1,205,000		—		—		1,205,000
Total assets acquired		10,846,000		2,726,000		5,191,000		18,763,000
Less: liabilities assumed		1,489,000		626,000		345,000		2,460,000
Deferred taxes payable		2,708,000		189,000		—		2,897,000
Total fair value of net assets acquired		6,649,000		1,911,000		4,846,000		13,406,000
Goodwill		3,728,000		319,000		2,713,000		6,760,000
Total estimated purchase price	$	10,377,000	$	2,230,000	$	7,559,000	$	20,166,000

The excess of the total purchase price over the fair value of the net assets acquired, including the value of the identifiable intangible assets, has been allocated to goodwill. Goodwill attributable to ATSCO will be amortized for fifteen years for tax purposes, but not deductible for financial reporting purposes. Goodwill attributable to ETI and UAT is not amortizable for tax purposes or deductible for financial reporting purposes. The fair values and estimated lives of the identifiable intangible assets are based on current information and are subject to change. The ATSCO intangible assets subject to amortization will be amortized over fifteen years for tax purposes. The ETI and UAT intangible assets are not subject to amortization for tax purposes. For financial reporting purposes, useful lives have been assigned as follows:

	ETI	UAT	ATSCO
Customer relationships	12 years	12 years	12 years
Trademarks and trade names	Indefinite	Indefinite	Indefinite
Non-compete agreements	4 years	3 years	5 years
Engineering drawings	—	—	5 years
Patents	3-10 years	—	—

In connection with one of the aforementioned transactions, the Company, in accordance the Accounting Standards Codification 740-10, recorded in Accrued liabilities an uncertain tax position of $866,000 on its Consolidated Balance Sheet as of  September 30, 2014.  The parties to such transaction entered into a tax exposure-related escrow agreement which the Company believes adequately covers the entire potential exposure related to the uncertain tax position, and as a result, such liability was offset by an indemnification asset recorded in Prepaid expenses and other current assets in the Consolidated Balance Sheet.

The following unaudited pro-forma combined financial information gives effect to the acquisition of ETI, UAT and ATSCO as if they were consummated January 1, 2013. This unaudited pro-forma financial information is presented for information purposes only, and is not intended to present actual results that would have been attained had the acquisitions been completed as of January 1, 2013 (the beginning of the earliest period presented) or to project potential operating results as of any future date or for any future periods. 

	AS REPORTED
	THREE  MONTHS  ENDED		NINE  MONTHS  ENDED		THREE  MONTHS  ENDED		NINE  MONTHS  ENDED
	9/30/2013		9/30/2013		9/30/2014		9/30/2014
	(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)
REVENUE	$	24,072,000	$	73,776,000	$	23,500,000	$	66,915,000
NET INCOME	$	1,415,000	$	5,107,000	$	775,000	$	4,148,000
Earnings Per Share - BASIC	$	0.38	$	1.39	$	0.20	$	1.11
Earnings Per Share - DILUTED	$	0.36	$	1.31	$	0.20	$	1.06

		ADJUSTMENTS
		THREE  MONTHS  ENDED		NINE  MONTHS  ENDED		THREE  MONTHS  ENDED		NINE  MONTHS  ENDED
		9/30/2013		9/30/2013		9/30/2014		9/30/2014
		(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)
REVENUE	$	—	$	(2,039,000)	$	—	$	(1,463,000)
NET INCOME	$	(259,000)	$	(1,797,000)	$	21,000	$	(1,331,000)
Earnings Per Share - BASIC	$	(0.07)	$	(0.49)	$	0.01	$	(0.36)
Earnings Per Share - DILUTED	$	(0.06)	$	(0.46)	$	—	$	(0.34)

		RESTATED
		THREE  MONTHS  ENDED		NINE  MONTHS  ENDED		THREE  MONTHS  ENDED		NINE  MONTHS  ENDED
		9/30/2013		9/30/2013		9/30/2014		9/30/2014
		(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)
REVENUE	$	24,072,000	$	71,737,000	$	23,500,000	$	65,452,000
NET INCOME	$	1,156,000	$	3,310,000	$	796,000	$	2,817,000
Earnings Per Share - BASIC	$	0.31	$	0.90	$	0.21	$	0.75
Earnings Per Share - DILUTED	$	0.30	$	0.85	$	0.20	$	0.72

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BUSINESS SEGMENTS (Tables)

9 Months Ended

Sep. 30, 2014

Segment Reporting [Abstract]

Schedule of Revenue by Major Customers by Reporting Segments [Table Text Block]

The Company evaluates segment performance based primarily on segment operating income. The accounting policies of each of the segments are the same as those referred to in Note 1.

As of and for the three months ended September 30, 2014	Consolidated		Tools		Hardware
Revenues from unaffiliated customers	$	22,932,000	$	17,865,000	$	5,067,000
Segment operating income	$	3,217,000	$	2,201,000	$	1,016,000
General corporate expense		(1,627,000)
Interest expense		(158,000)
Income before income taxes	$	1,432,000
Segment assets	$	76,980,000	$	65,011,000	$	11,969,000
Corporate assets		2,344,000
Total assets	$	79,324,000
Long-lived assets, including $55,000 at corporate	$	35,470,000	$	30,815,000	$	4,600,000

As of and for the three months ended September 30, 2013	Consolidated		Tools		Hardware
Revenues from unaffiliated customers	$	20,483,000	$	14,776,000	$	5,707,000
Segment operating income	$	2,903,000	$	1,938,000	$	965,000
General corporate expense		(1,506,000)
Interest expense – net		(116,000)
Income before income taxes	$	1,281,000
Segment assets	$	53,647,000	$	42,080,000	$	11,567,000
Corporate assets		3,878,000
Total assets	$	57,525,000
Long-lived assets, including $11,000 at corporate	$	17,064,000	$	12,604,000	$	4,449,000

As of and for the nine months ended September 30, 2014	Consolidated		Tools		Hardware
Revenues from unaffiliated customers	$	57,132,000	$	41,749,000	$	15,383,000
Segment operating income	$	8,112,000	$	4,887,000	$	3,225,000
General corporate expense		(4,667,000)
Interest expense		(335,000)
Income before income taxes	$	3,110,000

As of and for the nine months ended September 30, 2013	Consolidated		Tools		Hardware
Revenues from unaffiliated customers	$	60,668,000	$	43,625,000	$	17,043,000
Segment operating income	$	8,395,000	$	5,392,000	$	3,003,000
General corporate expense		(4,331,000)
Interest expense – net		(386,000)
Income before income taxes	$	3,678,000

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ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS (Details) (USD $)	Sep. 30, 2014	Dec. 31, 2013
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable	$ 14,810,000	$ 8,975,000
Allowance for doubtful accounts	(165,000)	(236,000)
Accounts Receivable, Net, Current, Total	$ 14,645,000	$ 8,739,000

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EARNINGS PER SHARE (Tables)

9 Months Ended

Sep. 30, 2014

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

The following table sets forth the elements of basic and diluted earnings per common share:

	Three months ended				Nine months ended
	September 30,				September 30,
	2014		2013		2014		2013
Numerator for basic and diluted earnings per common share:
Net income	$	816,000	$	810,000	$	1,850,000	$	2,306,000
Denominator:
For basic earnings per share - weighted average common shares outstanding		3,792,000		3,694,000		3,737,000		3,684,000
Dilutive securities (1)		176,000		218,000		180,000		204,000
For diluted earnings per share -  weighted average common shares outstanding		3,968,000		3,912,000		3,917,000		3,888,000

(1)    Dilutive securities consist of “in the money” stock options.

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block]

At September 30, 2014 and 2013 and during the three and nine-month periods ended September 30, 2014 and 2013, there were outstanding stock options whose exercise prices were higher than the average market values of the underlying Class A Common Stock for the period. These options are antidilutive and are excluded from the computation of earnings per share. The weighted average antidilutive stock options outstanding were as follows:

	Three months ended			Nine months ended
	September 30,			September 30,
	2014		2013	2014	2013
Weighted average antidilutive stock options outstanding		184,000	296,000	232,000	236,000