##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION
 Washington, DC
 Form 10-Q
 Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the quarterly period ended June 30, 2009
 Commission file number 0-21018
 TUFCO TECHNOLOGIES, INC.
 Delaware
    
    39-1723477(State of other jurisdiction 
of incorporation of organization)
    
    (IRS Employer ID No.)
 
 
  þ o
  o o
  Large accelerated filer o
Accelerated filer o
Non-accelerated filer o(Do not check if a smaller reporting company)
Smaller Reporting Company þ  o þ
  Class
    
    Outstanding as of August 14, 2009Common Stock, par value $0.01 per share
    
    4,312,235




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##### 



TUFCO TECHNOLOGIES, INC.
 Index
 PageNumberPART I:
    
    FINANCIAL INFORMATIONItem 1.
    
    Condensed Consolidated Financial StatementsCondensed Consolidated Balance Sheets as of June
30, 2009 and September 30, 2008
    
    
    3Condensed Consolidated Statements of Income for the
three months and nine months ended June 30, 2009
and 2008
    
    
    4Condensed Consolidated Statements of Cash Flows for
the nine months ended June 30, 2009 and 2008
    
    
    5Notes to Condensed Consolidated Financial Statements
    
    
    6Item 2.
    
    Managements Discussion and Analysis of Financial
Condition and Results of Operations
    
    
    12Item 3.
    
    Quantitative and Qualitative Disclosures About
Market Risk
    
    
    17Item 4(T).
    
    Controls and Procedures
    
    
    17PART II:
    
    OTHER INFORMATIONItem 1.
    
    Legal Proceedings
    
    
    18Item 1A.
    
    Risk Factors
    
    
    18Item 2.
    
    Unregistered Sales of Equity Securities and Use of
Proceeds
    
    
    18Item 3.
    
    Defaults Upon Senior Securities
    
    
    18Item 4.
    
    Submission of Matters to Vote for Security Holders
    
    
    19Item 5.
    
    Other Information
    
    
    19Item 6.
    
    Exhibits
    
    
    20SIGNATURES
    
    
    
    
    21EX-31.1EX-31.2EX-32.1EX-32.2
  2




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PART I. FINANCIAL INFORMATION
 
 ITEM 1. Condensed Consolidated Financial Statements
 
 TUFCO TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
 June 30,
    
    
    September 30,2009
    
    
    2008AssetsCURRENT ASSETS:Cash
    
    $
    4,881
    
    
    $
    68,397Accounts receivable-net
    
    
    10,846,842
    
    
    
    11,770,981Inventories - net
    
    
    11,758,937
    
    
    
    14,939,968Prepaid expenses and other current assets
    
    
    56,486
    
    
    
    420,237Income taxes receivable
    
    
    118,991
    
    
    
    118,991Deferred income taxes
    
    
    571,583
    
    
    
    571,583Total current assets
    
    
    23,357,720
    
    
    
    27,890,157PROPERTY, PLANT AND EQUIPMENT-Net
    
    
    17,894,603
    
    
    
    18,036,764GOODWILL
    
    
    7,211,575
    
    
    
    7,211,575OTHER ASSETS-Net
    
    
    126,639
    
    
    
    122,297TOTAL
    
    $
    48,590,537
    
    
    $
    53,260,793Liabilities and Stockholders EquityCURRENT LIABILITIES:Current portion of long-term debt
    
    $
    1,041,507
    
    
    $
    Accounts payable
    
    
    7,362,059
    
    
    
    8,320,011Accrued payroll, vacation and payroll taxes
    
    
    639,115
    
    
    
    562,598Other current liabilities
    
    
    40,326
    
    
    
    700,095Total current liabilities
    
    
    9,083,007
    
    
    
    9,582,704LONG-TERM DEBT
    
    
    
    
    
    
    3,000,000DEFERRED INCOME TAXES
    
    
    2,886,535
    
    
    
    2,896,002COMMITMENTS AND CONTINGENCIESSTOCKHOLDERS EQUITY:Common Stock: $.01 par value: 9,000,000 shares authorized; 4,708,741
shares issued
    
    
    47,087
    
    
    
    47,087Non-voting common stock, $.01 par value  2,000,000 shares authorized and
unissued
    
    
    
    
    
    
    Preferred stock, $.01 par value  1,000,000 shares authorized and unissued
    
    
    
    
    
    
    Additional paid-in capital
    
    
    25,398,360
    
    
    
    25,374,211Retained earnings
    
    
    13,321,461
    
    
    
    13,981,031Treasury stock, 396,006 and 252,037 common shares at cost
    
    
    (2,145,913
    )
    
    
    (1,620,242
    )Total stockholders equity
    
    
    36,620,995
    
    
    
    37,782,087TOTAL
    
    $
    48,590,537
    
    
    $
    53,260,793
 3




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TUFCO TECHNOLOGIEES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
 THREE MONTHS ENDED
    
    
    NINE MONTHS ENDEDJune 30,
    
    
    June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008NET SALES
    
    $
    22,026,229
    
    
    $
    30,674,237
    
    
    $
    64,666,838
    
    
    $
    85,095,809COST OF SALES
    
    
    20,777,381
    
    
    
    28,754,728
    
    
    
    61,865,456
    
    
    
    80,133,887GROSS PROFIT
    
    
    1,248,848
    
    
    
    1,919,509
    
    
    
    2,801,382
    
    
    
    4,961,922OPERATING EXPENSES:Selling, general & administrative
    
    
    1,249,019
    
    
    
    1,325,555
    
    
    
    3,845,333
    
    
    
    3,836,676Gain on asset sales
    
    
    
    
    
    
    
    
    
    
    (37,500
    )
    
    
    OPERATING (LOSS) INCOME
    
    
    (171
    )
    
    
    593,954
    
    
    
    (1,006,451
    )
    
    
    1,125,246OTHER INCOME (EXPENSE):Interest expense
    
    
    (23,414
    )
    
    
    (49,961
    )
    
    
    (91,933
    )
    
    
    (218,812
    )Interest income and other income
(expense)
    
    
    (41
    )
    
    
    345
    
    
    
    13,562
    
    
    
    18,350(LOSS) INCOME BEFORE INCOME TAXES
    
    
    (23,626
    )
    
    
    544,338
    
    
    
    (1,084,822
    )
    
    
    924,784INCOME TAX (BENEFIT) EXPENSE
    
    
    (9,262
    )
    
    
    213,381
    
    
    
    (425,252
    )
    
    
    362,516NET (LOSS) INCOME
    
    $
    (14,364
    )
    
    $
    330,957
    
    
    $
    (659,570
    )
    
    $
    562,268BASIC EARNINGS PER SHARE:Net (Loss) Income
    
    $
    0.00
    
    
    $
    0.07
    
    
    $
    (0.15
    )
    
    $
    0.12DILUTED EARNINGS PER SHARE:Net (Loss) Income
    
    $
    0.00
    
    
    $
    0.07
    
    
    $
    (0.15
    )
    
    $
    0.12WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING:Basic
    
    
    4,314,587
    
    
    
    4,479,743
    
    
    
    4,356,547
    
    
    
    4,513,831Diluted
    
    
    4,314,587
    
    
    
    4,488,560
    
    
    
    4,356,547
    
    
    
    4,525,631
  4




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TUFCO TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 NINE MONTHS ENDEDJune 30,2009
    
    
    2008OPERATING ACTIVITIESNet (loss) income
    
    $
    (659,570
    )
    
    $
    562,268Noncash items in net (loss) income:Depreciation and amortization of property, plant and
equipment
    
    
    1,782,251
    
    
    
    1,628,179Non-monetary reimbursement of cost
    
    
    
    
    
    
    (100,000
    )Deferred income taxes
    
    
    (9,467
    )
    
    
    (13,092
    )Gain on sale of property, plant and equipment
    
    
    (37,500
    )
    
    
    Stock-based compensation expense
    
    
    24,149
    
    
    
    33,401Changes in operating working capital:Accounts receivable
    
    
    924,139
    
    
    
    1,383,043Inventories
    
    
    3,181,031
    
    
    
    650,712Prepaid expenses and other assets
    
    
    359,409
    
    
    
    (25,383
    )Accounts payable
    
    
    (975,282
    )
    
    
    (835,257
    )Accrued and other current liabilities
    
    
    (136,860
    )
    
    
    402,440Income taxes payable/receivable
    
    
    (446,392
    )
    
    
    171,207Net cash provided by operating activities
    
    
    4,005,908
    
    
    
    3,857,518INVESTING ACTIVITIESAdditions to property, plant and equipment
    
    
    (1,622,760
    )
    
    
    (731,912
    )Proceeds from disposals of property, plant and equipment
    
    
    37,500
    
    
    
    Payment of construction payable
    
    
    
    
    
    
    (25,823
    )Net cash used in investing activities
    
    
    (1,585,260
    )
    
    
    (757,735
    )FINANCING ACTIVITIESNet repayments of debt
    
    
    (1,958,493
    )
    
    
    (2,691,666
    )Purchase of treasury stock
    
    
    (525,671
    )
    
    
    (409,100
    )Net cash used in financing activities
    
    
    (2,484,164
    )
    
    
    (3,100,766
    )NET DECREASE IN CASH
    
    
    (63,516
    )
    
    
    (983
    )CASH:Beginning of period
    
    
    68,397
    
    
    
    6,663End of period
    
    $
    4,881
    
    
    $
    5,680NONCASH SUPPLEMENTAL INFORMATION:Construction payable
    
    $
    17,330
    
    
    $
    
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TUFCO TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the three months and nine months ended June 30, 2009 and 2008
(Unaudited)
 1.
    
    Basis of PresentationThe accompanying condensed consolidated financial statements have been prepared by Tufco
Technologies, Inc. (the Company) pursuant to the rules and regulations of the Securities
and Exchange Commission (SEC) and, in the opinion of the Company, include all adjustments
necessary for a fair statement of results for each period shown (unless otherwise noted
herein, all adjustments are of a normal recurring nature). Operating results for the three
month and nine month periods ended June 30, 2009 are not necessarily indicative of results
expected for the remainder of the year. Certain information and note disclosures normally
included in financial statements prepared in accordance with accounting principles generally
accepted in the United States of America have been condensed or omitted pursuant to such SEC
rules and regulations. The Company believes that the disclosures made are adequate to prevent
the financial information given from being misleading. The Companys fiscal 2008 Annual
Report on Form 10-K contains a summary of significant accounting policies and includes the
consolidated financial statements and the notes to the consolidated financial statements.
The same accounting policies are followed in the preparation of interim reports. The
Companys condensed consolidated balance sheet at September 30, 2008 was derived from the
audited consolidated balance sheet. It is suggested that these condensed consolidated
financial statements be read in conjunction with the audited consolidated financial
statements and notes thereto for the fiscal year ended September 30, 2008.2.
    
    Recently Issued Accounting StandardsOn October 1, 2008, the Company adopted SFAS No. 157, Fair Value Measurements, which defines
fair value, establishes a framework for measuring fair value, and expands disclosures about
fair value measurements. However, the FASB issued FSP SFAS No. 157-2 which deferred the
effective date of SFAS No. 157, until the beginning of our 2010 fiscal year, as it relates to
fair value measurement requirements for nonfinancial assets and liabilities that are not
remeasured at fair value on a recurring basis. The Company determined that the adoption of
SFAS No. 157 did not have a material effect on its consolidated financial statements.The fair value framework requires the categorization of assets and liabilities into three
levels based upon the assumptions (inputs) used to price the assets or liabilities. Level 1
provides the most reliable measure of fair value, whereas Level 3 generally requires
significant management judgment. The three levels are defined as follows:
 Level 1:
    
    Unadjusted quoted prices in active markets for identical assets and
liabilities.Level 2:
    
    Observable inputs other than those included in Level 1. For example,
quoted prices for similar assets or liabilities in active markets or
quoted prices for identical assets or liabilities in inactive markets.Level 3:
    
    Unobservable inputs reflecting managements own assumptions about the
inputs used in pricing the asset or liability.
   6




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Notes to condensed consolidated financial statements(continued)
 Subsequent
Events
 3.
    
    Earnings Per ShareBasic earnings per share is computed using the weighted average number of common shares
outstanding. Diluted earnings per share includes common stock equivalents from dilutive
stock options outstanding during the year, the effect of which was zero and 8,817 shares for
the three months ended June 30, 2009 and 2008, respectively. For the nine months ended June
30, 2009 and 2008, the common stock equivalents from dilutive stock options outstanding were
zero and 11,800 shares, respectively. During the three months ended June 30, 2009 and 2008,
options to purchase 302,650 and 200,350 shares, respectively, were excluded from the diluted
earnings per share computation as the effects of including such options would have been
anti-dilutive. For the nine months ended June 30, 2009 and 2008, options to purchase 284,650
and 166,350 shares, respectively, were excluded from the diluted earnings per share
computation.4.
    
    ReclassificationsCertain prior period amounts have been reclassified to conform to the current year
presentation.5.
    
    InventoriesInventories consist of the following:
 June 30,
    
    
    September 30,2009
    
    
    2008Raw materials
    
    $
    9,189,892
    
    
    $
    11,407,472Finished goods
    
    
    2,569,045
    
    
    
    3,532,496Total inventories
    
    $
    11,758,937
    
    
    $
    14,939,968
 6.
    
    Long-Term DebtThe Company replaced its credit agreement on May 13, 2009 with a new $10.0 million unsecured
revolving line of credit facility that expires in May, 2010. Borrowings under the new credit
facility bear interest at a rate equal to LIBOR plus 2.25%. The Company is required to pay a
non-usage fee of .50% per annum on the unused portion of the facility.Availability under the facility is based upon specified percentages of eligible accounts
receivable and inventory. The credit agreement is unsecured, but if the Company fails to meet
a specified funded debt to EBITDA ratio, it will be required to pledge its accounts
receivables and inventory. The credit agreement contains certain restrictive covenants,
including requirements to maintain a minimum tangible net worth and after tax net income
(loss within specified levels).
 7




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Notes to condensed consolidated financial statements(continued)
 7.
    
    Stock Based CompensationDuring the three months ended June 30, 2009, Messrs. Robert J. Simon, Samuel J. Bero, C.
Hamilton Davison, Jr., Brian Kelly, Richard M. Segel and William R. Ziemendorf, in
conjunction with their re-election to serve on the Tufco Technologies, Inc. Board of
Directors, each received a discretionary grant on May 12, 2009 to acquire 3,000 shares of
common stock under Tufcos 2004 Non-Employee Director Stock Option Plan at an exercise price
of $3.98 per share, the closing price of the Companys common stock on the NASDAQ market as
of that date. The grant date fair value of these options was estimated at $2.32 using the
Black-Scholes option-pricing model with the following assumptions: risk-free interest rate of
0.90%, expected volatility of 113.7%, no dividend yield and an expected life of two years.8.
    
    Stock Repurchase PlanIn February 2008, the Companys Board of Directors approved a program for open market stock
repurchases through December 31, 2008 for up to 100,000 shares of its common stock at
prevailing market prices after concluding that the Companys cash and debt position would
enable these purchases without impairment to the Companys capital. On October 15, 2008, the
Companys Board of Directors approved an extension of its February 2008 stock repurchase
program through June 2009 and an increase in the number of shares from 100,000 to 200,000.
On January 22, 2009 the Companys Board of Directors approved a further extension of its
February 2008 stock repurchase program through September 2009 and an increase in the number
of shares from 200,000 to 300,000. A total of 222,909 shares were purchased under the plan
for an aggregate purchase price of $1.0 million from approval of the plan through June 30,
2009. For the three months ended June 30, 2009, a total of 4,187 shares were purchased under
the plan for an aggregate purchase price of $15,103. For the nine months ended June 30, 2009
and 2008, a total of 143,969 and 67,000 shares were purchased under the plan for an aggregate
purchase price of $0.5 million and $0.4 million, respectively.
 8




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Notes to condensed consolidated financial statements(continued)
 9.
    
    Segment InformationThe Company operates in a single industry since it manufactures and distributes custom
paper-based and nonwoven products, and provides contract manufacturing, specialty printing
and related services on these types of products. The Company does, however,
separate its operations and prepares information for management use by the market segment
aligned with the Companys products and services. Corporate costs, such as interest income,
interest expense and income tax expense are recorded under the Corporate and Other segment.
Such market segment information is summarized below. The Contract Manufacturing segment
provides services to multinational consumer
products companies while the Business Imaging segment manufactures and distributes printed
and unprinted business imaging paper products for a variety of business needs.Substantially all of the Companys revenues are attributed to domestic external customers.
There are no long-lived assets located outside of the United States.As previously disclosed, the Company tests goodwill annually at the reporting unit level for
impairment as of June 30. The operating segments herein also represent the Companys
reporting units for goodwill purposes. The Company uses a discounted cash flow analysis to
estimate reporting unit fair values and also considers multiples of relevant companies.
Management has completed the Companys annual impairment test in accordance with SFAS No.
142, Goodwill and Other Intangible Assets, and determined there were no changes in the
carrying amount of goodwill by reporting unit for the nine months ended June 30, 2009.
However, there can be no assurance that valuation multiples will not decline, discount rates
will not increase, or the projected cash flows of the individual reporting units will not
decline. For example, an increase to the discount rate due to changes in risk premiums or
other factors may suggest that an impairment has occurred under Step 1 of SFAS No. 142 and
require the Company to proceed to Step 2 of SFAS No. 142 to measure the fair value of assets
and liabilities of the reporting units. The current discount rate
would need to increase 3.7% for Contract Manufacturing and increase
5.6% for Business Imaging before the Company would be required to
proceed to Step 2 of SFAS No. 142.
 The Company recognizes that its common stock regularly trades below book value per share and
will continue to monitor the relationship of its market capitalization to both its book value
and tangible book value. While management plans to return the Companys business
fundamentals to levels that support the book value per share, there is no assurance that the
plan will be successful, or that the market price of the common stock will increase to such
levels in the foreseeable future.
 9




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Notes to condensed consolidated financial statements(continued)
 Three Months Ended
    
    Contract
    
    Business
    
    CorporateJune 30, 2009
    
    Manufacturing
    
    Imaging
    
    and Other
    
    ConsolidatedNet sales
    
    $
    16,597,231
    
    
    $
    5,428,998
    
    
    $
    
    
    
    $
    22,026,229Gross profit
    
    
    945,524
    
    
    
    303,324
    
    
    
    
    
    
    
    1,248,848Operating income (loss)
    
    
    624,791
    
    
    
    (5,234
    )
    
    
    (619,728
    )
    
    
    (171
    )Depreciation and
amortization expense
    
    
    557,066
    
    
    
    51,381
    
    
    
    593
    
    
    
    609,040Capital expenditures
    
    
    402,676
    
    
    
    
    
    
    
    
    
    
    
    402,676
 Three Months Ended
    
    Contract
    
    Business
    
    CorporateJune 30, 2008
    
    Manufacturing
    
    Imaging
    
    and Other
    
    ConsolidatedNet sales
    
    $
    24,314,330
    
    
    $
    6,359,907
    
    
    $
    
    
    
    $
    30,674,237Gross profit
    
    
    1,538,780
    
    
    
    380,729
    
    
    
    
    
    
    
    1,919,509Operating income (loss)
    
    
    1,174,743
    
    
    
    78,438
    
    
    
    (659,227
    )
    
    
    593,954Depreciation and
amortization expense
    
    
    481,314
    
    
    
    52,899
    
    
    
    1,192
    
    
    
    535,405Capital expenditures
    
    
    360,260
    
    
    
    23,924
    
    
    
    
    
    
    
    384,184
 Nine Months Ended
    
    Contract
    
    Business
    
    CorporateJune 30, 2009
    
    Manufacturing
    
    Imaging
    
    And Other
    
    ConsolidatedNet sales
    
    $
    48,262,594
    
    
    $
    16,404,244
    
    
    $
    
    
    
    $
    64,666,838Gross profit
    
    
    1,902,511
    
    
    
    898,871
    
    
    
    
    
    
    
    2,801,382Operating income (loss)
    
    
    923,449
    
    
    
    (49,277
    )
    
    
    (1,880,623
    )
    
    
    (1,006,451
    )Depreciation and
amortization expense
    
    
    1,624,220
    
    
    
    156,251
    
    
    
    1,780
    
    
    
    1,782,251Capital expenditures
    
    
    1,592,222
    
    
    
    30,538
    
    
    
    
    
    
    
    1,622,760
 Nine Months Ended
    
    Contract
    
    Business
    
    CorporateJune 30, 2008
    
    Manufacturing
    
    Imaging
    
    And Other
    
    ConsolidatedNet sales
    
    $
    67,140,630
    
    
    $
    17,955,179
    
    
    $
    
    
    
    $
    85,095,809Gross profit
    
    
    3,664,798
    
    
    
    1,297,124
    
    
    
    
    
    
    
    4,961,922Operating income (loss)
    
    
    2,623,215
    
    
    
    418,393
    
    
    
    (1,916,362
    )
    
    
    1,125,246Depreciation and
amortization expense
    
    
    1,464,095
    
    
    
    159,828
    
    
    
    4,256
    
    
    
    1,628,179Capital expenditures
    
    
    681,406
    
    
    
    50,506
    
    
    
    
    
    
    
    731,912
 10




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Notes to condensed consolidated financial statements(continued)
 Contract
    
    
    Business
    
    
    CorporateJune 30, 2009
    
    Manufacturing
    
    
    Imaging
    
    
    and Other
    
    
    ConsolidatedAssets:Inventories-net
    
    $
    9,190,492
    
    
    $
    2,568,445
    
    
    $
    
    
    
    $
    11,758,937Property, plant and
equipment-net
    
    
    15,924,374
    
    
    
    1,964,760
    
    
    
    5,469
    
    
    
    17,894,603Accounts receivable
and other
(including
goodwill)
    
    
    12,401,988
    
    
    
    5,712,915
    
    
    
    822,094
    
    
    
    18,936,997Total assets
    
    $
    37,516,854
    
    
    $
    10,246,120
    
    
    $
    827,563
    
    
    $
    48,590,537
 Contract
    
    
    Business
    
    
    CorporateSeptember 30, 2008
    
    Manufacturing
    
    
    Imaging
    
    
    and Other
    
    
    ConsolidatedAssets:Inventories-net
    
    $
    12,209,659
    
    
    $
    2,730,309
    
    
    $
    
    
    
    $
    14,939,968Property, plant and
equipment-net
    
    
    15,939,041
    
    
    
    2,090,473
    
    
    
    7,250
    
    
    
    18,036,764Accounts receivable
and other
(including
goodwill)
    
    
    13,425,593
    
    
    
    5,977,200
    
    
    
    881,268
    
    
    
    20,284,061Total assets
    
    $
    41,574,293
    
    
    $
    10,797,982
    
    
    $
    888,518
    
    
    $
    53,260,793
 11




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##### Table of Contents



ITEM 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Forward Looking Statements
  General Information:
    12




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##### Table of Contents



ITEM 2. Managements Discussion and Analysis of Financial Condition and Results of
Operations-Continued
 Results of Operations:
 Condensed operating data, percentages of net sales and period-to-period changes in these items are
as follows (dollars in thousands):
 Three Months Ended
    
    Period-to-Period
    
    Nine Months Ended
    
    Period-to-PeriodJune 30,
    
    Change
    
    June 30,
    
    Change2009
    
    2008
    
    $
    
    %
    
    2009
    
    2008
    
    $
    
    %Net Sales
    
    $
    22,026
    
    
    $
    30,674
    
    
    $
    (8,648
    )
    
    
    (28
    )
    
    $
    64,667
    
    
    $
    85,096
    
    
    $
    (20,429
    )
    
    
    (24
    )Gross Profit
    
    
    1,249
    
    
    
    1,919
    
    
    
    (670
    )
    
    
    (35
    )
    
    
    2,801
    
    
    
    4,962
    
    
    
    (2,161
    )
    
    
    (44
    )5.7
    %
    
    
    6.3
    %
    
    
    
    
    
    
    
    
    
    
    4.3
    %
    
    
    5.8
    %Operating Expenses
    
    
    1,249
    
    
    
    1,326
    
    
    
    (77
    )
    
    
    (6
    )
    
    
    3,808
    
    
    
    3,837
    
    
    
    (29
    )
    
    
    (0.8
    )5.7
    %
    
    
    4.3
    %
    
    
    
    
    
    
    
    
    
    
    5.9
    %
    
    
    4.5
    %Operating (Loss) Income
    
    
    
    
    
    
    594
    
    
    
    (594
    )
    
    
    (100
    )
    
    
    (1,006
    )
    
    
    1,125
    
    
    
    (2,131
    )
    
    NM0
    %
    
    
    1.9
    %
    
    
    
    
    
    
    
    
    
    
    (1.6
    %)
    
    
    1.3
    %Interest Expense
    
    
    23
    
    
    
    50
    
    
    
    (27
    )
    
    
    (54
    )
    
    
    92
    
    
    
    219
    
    
    
    (127
    )
    
    
    (58
    )0.1
    %
    
    
    0.2
    %
    
    
    
    
    
    
    
    
    
    
    0.1
    %
    
    
    0.3
    %(Loss) Income Before
Income Taxes
    
    
    (24
    )
    
    
    544
    
    
    
    (568
    )
    
    NM
    
    
    (1,085
    )
    
    
    925
    
    
    
    (2,010
    )
    
    NM(0.1
    %)
    
    
    1.8
    %
    
    
    
    
    
    
    
    
    
    
    (1.7
    %)
    
    
    1.1
    %Income Tax (Benefit)
Expense
    
    
    (9
    )
    
    
    213
    
    
    
    (222
    )
    
    NM
    
    
    (425
    )
    
    
    363
    
    
    
    (788
    )
    
    NM0
    %
    
    
    0.7
    %
    
    
    
    
    
    
    
    
    
    
    (0.7
    %)
    
    
    0.4
    %Net (Loss) Income
    
    $
    (14
    )
    
    $
    331
    
    
    
    (345
    )
    
    NM
    
    $
    (660
    )
    
    $
    562
    
    
    
    (1,222
    )
    
    NM(0.1
    %)
    
    
    1.1
    %
    
    
    
    
    
    
    
    
    
    
    (1.0
    %)
    
    
    0.7
    %Basic and Diluted (Loss)
Earnings Per Share
    
    $
    0.00
    
    
    $
    0.07
    
    
    
    
    
    
    
    
    
    
    $
    (0.15
    )
    
    $
    0.12
 
 NM =
    
    Not Meaningful 13




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##### Table of Contents



ITEM 2. Managements Discussion and Analysis of Financial Condition and Results of
OperationsContinued
 Three Months EndedJune 30,2009
    
    
    2008
    
    
    Period-to-Period% of
    
    
    
    
    
    
    % of
    
    
    ChangeAmount
    
    
    Total
    
    
    Amount
    
    
    Total
    
    
    $
    
    
    %Net
SalesContract Manufacturing and printing
    
    $
    16,597
    
    
    
    75
    %
    
    $
    24,314
    
    
    
    79
    %
    
    $
    (7,717
    )
    
    
    (32
    %)Business Imaging paper products
    
    
    5,429
    
    
    
    25
    
    
    
    6,360
    
    
    
    21
    %
    
    
    (931
    )
    
    
    (15
    %)Net Sales
    
    $
    22,026
    
    
    
    100
    %
    
    $
    30,674
    
    
    
    100
    %
    
    $
    (8,648
    )
    
    
    (28
    %)
 2009
    
    
    2008
    
    
    Period-to-PeriodMargin
    
    
    
    
    
    
    Margin
    
    
    ChangeAmount
    
    
    %
    
    
    Amount
    
    
    %
    
    
    $
    
    
    %Gross
ProfitContract Manufacturing and printing
    
    $
    946
    
    
    
    6
    %
    
    $
    1,539
    
    
    
    6
    %
    
    $
    (593
    )
    
    
    (39
    %)Business Imaging paper products
    
    
    303
    
    
    
    6
    %
    
    
    381
    
    
    
    6
    %
    
    
    (78
    )
    
    
    (20
    %)Gross Profit
    
    $
    1,249
    
    
    
    6
    %
    
    $
    1,920
    
    
    
    6
    %
    
    $
    (671
    )
    
    
    (35
    %)
 Nine Months EndedJune 30,2009
    
    
    2008
    
    
    Period-to-Period% of
    
    
    
    
    
    
    % of
    
    
    ChangeAmount
    
    
    Total
    
    
    Amount
    
    
    Total
    
    
    $
    
    
    %Net
SalesContract Manufacturing and printing
    
    $
    48,263
    
    
    
    75
    %
    
    $
    67,141
    
    
    
    79
    %
    
    $
    (18,878
    )
    
    
    (28
    %)Business Imaging paper products
    
    
    16,404
    
    
    
    25
    %
    
    
    17,955
    
    
    
    21
    %
    
    
    (1,551
    )
    
    
    (9
    %)Net Sales
    
    $
    64,667
    
    
    
    100
    %
    
    $
    85,096
    
    
    
    100
    %
    
    $
    (20,429
    )
    
    
    (24
    %)
 2009
    
    
    2008
    
    
    Period-to-PeriodMargin
    
    
    
    
    
    
    Margin
    
    
    ChangeAmount
    
    
    %
    
    
    Amount
    
    
    %
    
    
    $
    
    
    %Gross
ProfitContract Manufacturing and printing
    
    $
    1,902
    
    
    
    4
    %
    
    $
    3,665
    
    
    
    5
    %
    
    $
    (1,763
    )
    
    
    (48
    %)Business Imaging paper products
    
    
    899
    
    
    
    5
    %
    
    
    1,297
    
    
    
    7
    %
    
    
    (398
    )
    
    
    (31
    %)Gross Profit
    
    $
    2,801
    
    
    
    4
    %
    
    $
    4,962
    
    
    
    6
    %
    
    $
    (2,161
    )
    
    
    (44
    %)
 14




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##### Table of Contents



ITEM 2. Managements Discussion and Analysis of Financial Condition and Results of
OperationsContinued
 Net Sales :
     Gross Profit :
    15




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##### Table of Contents



ITEM 2. Managements Discussion and Analysis of Financial Condition and Results of
Operations-Continued
 Operating Expenses :
  Interest Expense and Other Income (Expense) net :
  Net Income
  Liquidity and Capital Resources:
     16




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##### Table of Contents



ITEM 2. Managements Discussion and Analysis of Financial Condition and Results of
Operations-Continued
      Off Balance Sheet Arrangements:
  
 ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
  
 ITEM 4(T). Controls and Procedures
    17




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##### Table of Contents



PART II. OTHER INFORMATION
 
 ITEM 1. Legal Proceedings
  
 ITEM 1A. Risk Factors
  
 ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
 Issuer Purchases of Equity Securities
  Total Number of
    
    Maximum NumberShares Purchased
    
    Of Shares ThatTotal Number
    
    
    
    
    
    as Part of
    
    May Yet BeOf Shares
    
    Average Price
    
    Publicly
    
    Purchased UnderPeriod
    
    Purchased
    
    Paid per Share
    
    Announced Plan
    
    The PlanApril
(4/1/09-4/30/09)
    
    
    2,117
    
    
    $
    3.60
    
    
    
    2,117
    
    
    
    79,161May
(5/1/09-5/31/09)
    
    
    500
    
    
    $
    3.86
    
    
    
    500
    
    
    
    78,661June
(6/1/09-6/30/09)
    
    
    1,570
    
    
    $
    3.54
    
    
    
    1,570
    
    
    
    77,091Total
    
    
    4,187
    
    
    $
    3.61
    
    
    
    4,187
    
    
    
    77,091
  
 ITEM 3. Defaults Upon Senior Securities
  18




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##### Table of Contents



ITEM 4. Submission of Matters to a Vote of Security Holders
 (a)
    
    The Annual Meeting of Shareholders of the Company was held on May
12, 2009.(b)
    
    See the response to Item 4(c) below.(c)
    
    At the Annual Meeting, shareholders elected the following
individuals to the Board of Directors for one-year terms:
 Director
    
    For
    
    WithheldRobert J. Simon
    
    3,603,825
    
    
    110,288Samuel J. Bero
    
    3,608,363
    
    
    105,750C. Hamilton Davison, Jr.
    
    3,697,568
    
    
    16,545Brian Kelly
    
    3,697,206
    
    
    16,907Louis LeCalsey, III
    
    3,617,077
    
    
    97,036Richard M. Segel
    
    3,697,356
    
    
    16,757William R. Ziemendorf
    
    3,697,456
    
    
    16,657
 (d)
    
    Not applicable
 
 ITEM 5. Other Information
  19




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##### Table of Contents



ITEM 6. Exhibits
 31.1
    
    Certification pursuant to Rule 13a-14(a) or
Rule 15d-14(a) of the Securities Exchange Act of 1934.31.2
    
    Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the
Securities Exchange Act of 1934.32.1
    
    Certification furnished pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 200232.2
    
    Certification furnished Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 20




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##### Table of Contents



SIGNATURES
  TUFCO TECHNOLOGIES, INC.Date:         August 14, 2009
    /s/ Louis LeCalsey, IIILouis LeCalsey, IIIPresident and Chief Executive OfficerDate:         August 14, 2009
    /s/ Michael B. WheelerMichael B. WheelerExecutive Vice President, Chief Financial Officerand
Chief Operating Officer 21