<PAGE>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                                    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, 2002
                                                 -------------


                         Commission file number 0-21018


                            TUFCO TECHNOLOGIES, INC.

              Delaware                                      39-1723477
---------------------------------                     --------------------
   (State of other jurisdiction                       (IRS Employer ID No.)
of incorporation of organization)

                     PO Box 23500, Green Bay, WI 54305-3500
                    ----------------------------------------
                    (Address of principal executive offices)

                                 (972) 789-1079
                                 --------------

         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 (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
         Yes    X          No
             ------           ------

         Indicate the number of shares outstanding of each or the issuer's
classes of common stock, as of the latest practicable date.

               Class                             Outstanding at August 13, 2002
               -----                             ------------------------------

Common Stock, par value $0.01 per share                     4,627,844









                                  Page 1 of 20


<PAGE>


                    TUFCO TECHNOLOGIES, INC. AND SUBSIDIARIES

                                      INDEX


<Table>
<Caption>

                                                                                                 Page
                                                                                                Number
                                                                                                ------

<S>                                                                                             <C>
PART I:  FINANCIAL INFORMATION

Item 1.  Condensed Consolidated Financial Statements

                  Condensed Consolidated Balance Sheets as of
                  June 30, 2002 and September 30, 2001                                            3

                  Condensed Consolidated Statements of Operations for the three
                  months and nine months ended June 30, 2002 and 2001                             4

                  Condensed Consolidated Statements of Cash Flows for the
                  nine months ended June 30, 2002 and 2001                                        5

                  Notes to Condensed Consolidated Financial Statements                            6

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations                                                     11

Item 3.  Quantitative and Qualitative Disclosures About Market Risk                              18


PART II: OTHER INFORMATION                                                                       19

SIGNATURES                                                                                       20
</Table>





                                        2

<PAGE>




PART I.  FINANCIAL INFORMATION

ITEM 1.  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                    TUFCO TECHNOLOGIES, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)


<Table>
<Caption>

                                                                      June 30,         September 30,
                                                                        2002               2001
                                                                   ---------------    ---------------

                             Assets

<S>                                                                <C>                <C>
CURRENT ASSETS:
   Cash and cash equivalents ...................................   $       592,182    $       521,453
   Restricted cash .............................................                --             32,739
   Accounts receivable, net ....................................        12,920,043         11,231,668
   Inventories .................................................         7,440,707          9,063,426
   Prepaid expenses and other current assets ...................           800,871            806,388
   Deferred income taxes .......................................           633,729            633,729
                                                                   ---------------    ---------------
        Total current assets ...................................        22,387,532         22,289,403


PROPERTY, PLANT AND EQUIPMENT-Net ..............................        16,858,059         19,203,899
GOODWILL - Net .................................................        10,345,213         16,745,213
OTHER ASSETS - Net .............................................           532,940            705,951
                                                                   ---------------    ---------------
TOTAL ..........................................................   $    50,123,744    $    58,944,466
                                                                   ===============    ===============

               Liabilities and Stockholders' Equity

CURRENT LIABILITIES:
   Current portion of long-term debt ...........................   $     6,271,432    $     9,271,432
   Accounts payable ............................................         6,221,895          3,395,364
   Accrued payroll, vacation and payroll taxes .................         1,023,596          1,347,706
   Other current liabilities ...................................           946,241          1,166,225
   Income taxes payable ........................................           540,284            416,328
                                                                   ---------------    ---------------
        Total current liabilities ..............................        15,003,448         15,597,055

LONG-TERM DEBT - Less current portion ..........................         1,171,499          3,188,985
DEFERRED INCOME TAXES ..........................................           374,184          2,104,882

STOCKHOLDERS' EQUITY:
   Common Stock; $.01 par value; 9,000,000 shares authorized;
       4,706,341 shares issued .................................            47,063             47,063
   Additional paid-in capital ..................................        25,088,631         25,088,631
   Retained earnings ...........................................         9,178,584         13,808,727
   Treasury stock, 78,497 common shares, at cost ...............          (534,045)          (534,045)
   Stock purchase plan notes ...................................          (157,246)          (280,757)
   Accumulated other comprehensive loss, net of tax ............           (48,374)           (76,075)
                                                                   ---------------    ---------------
        Total stockholders' equity .............................        33,574,613         38,053,544
                                                                   ---------------    ---------------
TOTAL ..........................................................   $    50,123,744    $    58,944,466
                                                                   ===============    ===============
</Table>


            See notes to condensed consolidated financial statements.


                                        3


<PAGE>


                    TUFCO TECHNOLOGIES, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)


<Table>
<Caption>

                                                      THREE MONTHS ENDED              NINE MONTHS ENDED
                                                           June 30,                       June 30,
                                                 ----------------------------    ----------------------------
                                                     2002            2001            2002            2001
                                                 ------------    ------------    ------------    ------------

<S>                                              <C>             <C>             <C>             <C>
NET SALES ....................................   $ 20,548,179    $ 22,420,884    $ 56,218,566    $ 61,048,900

COST OF SALES ................................     17,143,292      18,984,482      49,095,160      53,724,696
                                                 ------------    ------------    ------------    ------------

GROSS PROFIT .................................      3,404,887       3,436,402       7,123,406       7,324,204

OPERATING EXPENSES:

Selling, general and administrative ..........      1,868,720       1,686,805       5,656,490       5,067,107

Amortization of goodwill .....................             --         149,128              --         447,384

Employee severance costs .....................             --              --         209,324              --

Facility restructuring costs .................             --              --         544,222              --

Loss (Gain) on asset disposals-net ...........          1,437              (5)        (26,882)       (147,877)
                                                 ------------    ------------    ------------    ------------

OPERATING INCOME .............................      1,534,730       1,600,474         740,252       1,957,590

Interest expense .............................       (104,360)       (255,659)       (364,038)       (765,867)

Other income (expense)-net ...................         (2,111)        169,972          20,907         219,528
                                                 ------------    ------------    ------------    ------------

INCOME BEFORE INCOME TAXES ...................      1,428,259       1,514,787         397,121       1,411,251

INCOME TAX EXPENSE ...........................        650,183         584,820         375,673         621,694
                                                 ------------    ------------    ------------    ------------

INCOME BEFORE ACCOUNTING CHANGE ..............        778,076         929,967          21,448         789,557

CUMULATIVE EFFECT OF ACCOUNTING
CHANGE (Note 2) ..............................             --              --      (4,651,591)             --
                                                 ------------    ------------    ------------    ------------

NET INCOME (LOSS) ............................   $    778,076    $    929,967    $ (4,630,143)   $    789,557
                                                 ============    ============    ============    ============

BASIC EARNINGS (LOSS) PER SHARE:
    Income Before Accounting Change ..........   $       0.17    $       0.20    $       0.01    $       0.17
    Cumulative Effect of Accounting Change ...   $         --    $         --    $      (1.01)   $         --
                                                 ------------    ------------    ------------    ------------
    Net Income (Loss) ........................   $       0.17    $       0.20    $      (1.00)   $       0.17
DILUTED EARNINGS (LOSS) PER SHARE:
    Income Before Accounting Change ..........   $       0.17    $       0.20    $       0.01    $       0.17
    Cumulative Effect of Accounting Change ...   $         --    $         --    $      (1.01)   $         --
                                                 ------------    ------------    ------------    ------------
    Net Income (Loss) ........................   $       0.17    $       0.20    $      (1.00)   $       0.17
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING:
    Basic ....................................      4,627,844       4,619,869       4,627,844       4,609,693
    Diluted ..................................      4,629,754       4,660,026       4,627,844       4,640,176
</Table>



           See notes to condensed consolidated financial statements.


                                        4



<PAGE>

                    TUFCO TECHNOLOGIES, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (UNAUDITED)


<Table>
<Caption>

                                                                          NINE MONTHS ENDED
                                                                               June 30,
                                                                   --------------------------------
                                                                        2002              2001
                                                                   --------------    --------------
OPERATING ACTIVITIES
<S>                                                                <C>               <C>
   Net loss ....................................................   $   (4,630,143)   $      789,557
   Noncash items in net loss:
         Depreciation and amortization .........................        2,290,601         2,770,143
         Provision for bad debts ...............................           50,128           (32,188)
         Gain on asset disposals-net ...........................          (26,882)         (147,877)
         Asset impairment write-down ...........................          311,263                --
         Cumulative effect of accounting change ................        4,651,591                --
   Changes in operating working capital:
      Accounts receivable ......................................       (1,738,503)        1,140,351
      Inventories ..............................................        1,622,719        (3,945,863)
      Prepaid expenses and other assets ........................          152,948            86,125
      Accounts payable .........................................        2,826,531          (148,142)
      Accrued and other current liabilities ....................         (544,094)         (578,312)
      Income taxes payable/receivable ..........................          123,956           365,688
                                                                   --------------    --------------

   Net cash from operations ....................................        5,090,115           299,482

INVESTING ACTIVITIES
   Additions to property, plant and equipment ..................         (769,824)       (1,923,011)
   Proceeds from disposals of property, plant and equipment ....          581,716           168,195
   Increase in advances to stockholders ........................          (15,454)          (14,536)
   Decrease in restricted cash .................................           32,739            19,463
                                                                   --------------    --------------

   Net cash used in investing activities .......................         (170,823)       (1,749,889)

FINANCING ACTIVITIES
   Repayment of long-term debt .................................       (4,972,074)               --
   Issuance of long-term debt ..................................               --         1,358,926
   Collections on stockholder notes receivable .................          123,511            25,195
   Issuance of common stock ....................................               --            64,125
                                                                   --------------    --------------

   Net cash from (used in) financing activities ................       (4,848,563)        1,448,246
                                                                   --------------    --------------

NET INCREASE IN CASH AND CASH EQUIVALENTS ......................           70,729            (2,161)
CASH AND CASH EQUIVALENTS:
 Beginning of period ...........................................          521,453           930,388
                                                                   --------------    --------------
 End of period .................................................   $      592,182    $      928,227
                                                                   ==============    ==============
</Table>


           See notes to condensed consolidated financial statements.

                                        5



<PAGE>




                    TUFCO TECHNOLOGIES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
           FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 2002 AND 2001
                                   (UNAUDITED)


 1.      BASIS OF PRESENTATION

         The 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, 2002 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 condensed consolidated balance sheet at
         September 30, 2001, 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 included in the Company's latest
         Annual Report on Form 10-K.

         RECENTLY ISSUED ACCOUNTING PRONOUNCEMENT

         In October 2001, the Financial Accounting Standards Board issued
         Statement of Financial Accounting Standards ("SFAS") No. 144,
         "Accounting for the Impairment or Disposal of Long-Lived Assets". SFAS
         No. 144 addresses financial accounting and reporting for the impairment
         or disposal of long-lived assets. SFAS No. 144 supersedes SFAS No. 121,
         "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
         Assets to Be Disposed Of", and the accounting and reporting provisions
         of Accounting Principles Board Opinion No. 30, "Reporting the Results
         of Operations - Reporting the Effects of Disposal of a Segment of a
         Business, and Extraordinary, Unusual and Infrequently Occurring Events
         and Transactions". SFAS No. 144 also amends Accounting Research
         Bulletin No. 51, "Consolidated Financial Statements", to eliminate the
         exception to consolidation for a subsidiary for which control is likely
         to be temporary. SFAS No. 144 requires that one accounting model be
         used for long-lived assets to be disposed of by sale, whether
         previously held and used or newly acquired. SFAS No. 144 also broadens
         the presentation of discontinued operations to include more disposal
         transactions. The Company is required to adopt SFAS No. 144, effective
         October 1, 2002. The Company is in the process of evaluating the
         impact, if any, the adoption of SFAS No. 144 will have on its
         consolidated financial statements.

         RECLASSIFICATIONS

         Certain amounts previously reported have been reclassified to conform
         to the current presentation.








                                        6


<PAGE>

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-- (CONTINUED).

2.       GOODWILL

         The Company adopted SFAS No. 142, "Goodwill and Other Intangible
         Assets" effective October 1, 2001. Under SFAS No. 142, goodwill and
         certain other intangible assets are no longer systematically amortized
         but instead are reviewed for impairment and any excess in carrying
         value over the estimated fair value is charged to results of
         operations. The previous method for determining impairment prescribed
         by SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets
         and for Long-Lived Assets to be Disposed Of", utilized an undiscounted
         cash flow approach for the initial impairment assessment, while SFAS
         No. 142 utilizes a fair value approach. The goodwill impairment charge
         discussed below is the result of the change in the accounting method
         for determining the impairment of goodwill.

         In connection with the adoption of SFAS No. 142, the Company allocated
         goodwill to each of its reporting units and tested this goodwill for
         impairment as of the beginning of fiscal 2002. The Company completed
         the transitional goodwill impairment test during the second quarter of
         fiscal 2002. As a result, an impairment charge of $ 6.4 million ($4.7
         million after tax, or $1.01 per diluted share) was recorded related to
         goodwill at certain Business Imaging and Paint Sundries reporting
         units. The fair value of the reporting units was estimated using a
         combination of valuation techniques including the expected present
         value of future cash flows and prices of comparable businesses.

         The charges have been recorded as the cumulative effect of accounting
         change in the amount of $6.4 million ($4.7 million after tax, or $1.01
         per share) as of October 1, 2001 in the accompanying condensed
         consolidated statements of operations.

         The changes in the carrying amount of goodwill for the nine months
ended June 30, 2002 are as follows:

<Table>
<Caption>

                                              Contract           Business          Paint
                                            Manufacturing        Imaging          Sundries           TOTAL
                                           ---------------   ---------------   ---------------   ---------------
<S>                                        <C>               <C>               <C>               <C>
Balance as of September 30, 2001 .......   $     4,281,759   $     7,925,269   $     4,538,185   $    16,745,213
Impairment charge ......................                --         4,995,453         1,404,547         6,400,000
                                           ---------------   ---------------   ---------------   ---------------

Balance as of June 30, 2002 ............   $     4,281,759   $     2,929,816   $     3,133,638   $    10,345,213
                                           ===============   ===============   ===============   ===============
</Table>

         As required by SFAS No. 142, the results for periods prior to its
         adoption have not been restated. The following table reconciles the
         reported net income (loss) and basic and diluted earnings (loss) per
         share to that which would have resulted for the three and nine month
         periods ended June 30, 2001 if SFAS No. 142 had been adopted effective
         October 1, 2000.


<Table>
<Caption>

                                                  Three Months    Nine Months
                                                     Ended           Ended
                                                 June 30, 2001   June 30, 2001
                                                 -------------   -------------

<S>                                              <C>             <C>
Net Income as reported .......................   $     929,967   $     789,557
         Goodwill amortization, net of tax ...         128,085         384,255
                                                 -------------   -------------
Adjusted net income ..........................   $   1,058,052   $   1,173,812
                                                 =============   =============

Basic and Diluted earnings per share:
         As reported .........................   $        0.20   $        0.17
         Add back goodwill amortization ......            0.03            0.08
                                                 -------------   -------------
         Adjusted ............................   $        0.23   $        0.25
                                                 =============   =============
</Table>


                                        7


<PAGE>

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-- (CONTINUED).


3.       INVENTORIES

         Inventories consist of the following:

<Table>
<Caption>

                                                        June 30,         September 30,
                                                          2002               2001
                                                     ---------------   ---------------

<S>                                                  <C>               <C>
Raw materials ....................................   $     4,381,178   $     6,102,979
Finished goods ...................................         3,059,529         2,960,447
                                                     ---------------   ---------------

Total inventories ................................   $     7,440,707   $     9,063,426
                                                     ===============   ===============
</Table>


4.       SEVERANCE AND RESTRUCTURING COSTS

         During the nine months ended June 30, 2002, the Company incurred
         approximately $209,000 of employee severance related costs and
         approximately $544,000 of costs (including approximately $311,000
         related to impaired asset write-downs) related to restructuring a
         component of the Business Imaging sector. As of June 30, 2002,
         approximately $ 145,000 of such costs have not been paid and are
         scheduled to be paid over the next 8 months.

5.       COMPREHENSIVE INCOME (LOSS)

         Comprehensive income for the three months ended June 30, 2002 was
         $779,648 compared to comprehensive income of $929,139 for the three
         months ended June 30, 2001.

         Comprehensive loss, including the SFAS No. 142 impairment loss of $4.7
         million, net of tax, for the nine months ended June 30, 2002 was
         $(4,602,442) compared to comprehensive income of $ 743,856 for the nine
         months ended June 30, 2001.




                                        8


<PAGE>

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-- (CONTINUED).


6.       SEGMENT INFORMATION

         The Company manufactures and distributes paint sundry products, custom
         paper-based non-woven products, and provides contract manufacturing,
         specialty printing and related services on these types of products. The
         Company does, however, separate its operations and prepare information
         for management use by the market sectors aligned with the Company's
         products and services. Such market sector information is summarized
         below. The Contract Manufacturing sector provides services to large
         national consumer products companies while the remaining sectors
         manufacture and distribute products ranging from paper goods to paint
         sundries. Accounts receivable and certain other assets historically
         have not been assignable to specific sectors and, therefore, are
         included in the intersector column below.


<Table>
<Caption>

     THREE MONTHS ENDED                  CONTRACT           BUSINESS           PAINT
       JUNE 30, 2002                   MANUFACTURING        IMAGING           SUNDRIES        INTERSECTOR        CONSOLIDATED
                                      ---------------   ---------------   ---------------   ---------------    ---------------

<S>                                   <C>               <C>               <C>               <C>                <C>
 Net Sales ........................   $     8,558,278   $     5,508,646   $     6,481,255   $            --    $    20,548,179

Gross Profit ......................         2,114,886           625,257           664,744                --          3,404,887

Operating Income (loss) ...........         1,743,308           114,194            48,729          (371,501)         1,534,730

Assets:
    Inventories ...................         1,424,619         2,213,589         3,802,499                --          7,440,707
    Property, plant and
      equipment-net ...............         8,825,552         4,202,743         1,786,910         2,042,854         16,858,059
   Goodwill-net ...................         4,281,759         2,929,816         3,133,638                --         10,345,213
   Accounts receivable
      and other assets ............                --                --                --        15,479,765         15,479,765
                                      ---------------   ---------------   ---------------   ---------------    ---------------


  Total assets ....................   $    14,531,930   $     9,346,148   $     8,723,047   $    17,522,619    $    50,123,744
                                      ===============   ===============   ===============   ===============    ===============
</Table>


<Table>
<Caption>

      THREE MONTHS ENDED                 CONTRACT          BUSINESS           PAINT
        JUNE 30, 2001                  MANUFACTURING       IMAGING           SUNDRIES         INTERSECTOR        CONSOLIDATED
                                      ---------------   ---------------   ---------------   ---------------    ---------------

<S>                                   <C>               <C>               <C>               <C>                <C>
Net Sales .........................   $    11,832,084   $     5,141,488   $     5,447,312   $            --    $    22,420,884

Gross Profit ......................         2,288,938           468,756           678,708                --          3,436,402

Operating Income (loss) ...........         1,886,071            92,895            76,236          (454,728)         1,600,474

Assets:
    Inventories ...................         1,399,042         4,896,894         5,562,409                --         11,858,345
    Property, plant and
      equipment-net ...............         9,410,042         5,914,169         1,835,905         2,632,676         19,792,792
   Goodwill-net ...................         4,316,952         7,985,391         4,591,998                --         16,894,341
    Accounts receivable
      and other assets ............                --                --                --        15,099,019         15,099,019
                                      ---------------   ---------------   ---------------   ---------------    ---------------
  Total assets ....................   $    15,126,036   $    18,796,454   $    11,990,312   $    17,731,695    $    63,644,497
                                      ===============   ===============   ===============   ===============    ===============
</Table>


                                        9


<PAGE>

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-- (CONTINUED).


<Table>
<Caption>

      NINE MONTHS ENDED              CONTRACT          BUSINESS           PAINT
       JUNE 30, 2002               MANUFACTURING       IMAGING           SUNDRIES         INTERSECTOR        CONSOLIDATED
                                 ---------------   ---------------    ---------------    ---------------    ---------------

<S>                              <C>               <C>                <C>                <C>                <C>
Net Sales                        $    22,734,673   $    15,994,499    $    17,489,394    $            --    $    56,218,566

Gross Profit                           3,813,033         1,364,741          1,945,632                 --          7,123,406

Operating Income (loss)                2,736,194          (257,121)           166,340         (1,905,161)           740,252
</Table>


<Table>
<Caption>

   NINE MONTHS ENDED                CONTRACT           BUSINESS           PAINT
    JUNE 30, 2001                 MANUFACTURING        IMAGING           SUNDRIES          INTERSECTOR        CONSOLIDATED
                                 ---------------   ---------------    ---------------    ---------------    ---------------
<S>                              <C>               <C>                <C>                <C>                <C>

Net Sales                        $    30,096,797   $    15,889,125    $    15,062,978    $            --    $    61,048,900

Gross Profit                           4,546,043         1,348,111          1,430,050                 --          7,324,204

Operating Income (loss)                3,266,469           198,836           (243,727)        (1,263,988)         1,957,590
</Table>



                                       10

<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

GENERAL INFORMATION:

         Tufco Technologies, Inc. has manufacturing operations in Green Bay, WI,
         Dallas, TX, Newton, NC and Manning, SC as well as a sales office in St.
         Louis, MO.

         The Company, through its wholly owned subsidiaries, provides
         diversified Contract Manufacturing and specialty printing services,
         manufactures and distributes Business Imaging paper products and
         distributes Paint Sundry products used in home improvement projects.

         The Company normally operates at lower operating levels during the
         first and second quarters of its fiscal year which ends September 30.
         This occurs because of the seasonal demand for certain Contract
         Manufacturing printed products displaying a holiday theme as well as
         products which are used by customers in conjunction with calendar year
         end activities. These products are normally shipped during the
         Company's fourth fiscal quarter. Demand for its Paint Sundry products
         is generally lower during the first and second fiscal quarters as cold
         weather restricts the amount of new construction and remodeling
         projects that require the Company's products. Point of sale Business
         Imaging products peak during second and fourth quarters due to seasonal
         demand for products related to end-of-year holiday activities and due
         to summer vacation activities.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES:

         The condensed consolidated financial statements have been prepared in
         accordance with generally accepted accounting principles which require
         the Company to make estimates and assumptions that affect the reported
         amounts of assets and liabilities at the date of the consolidated
         financial statements and revenues and expenses during the periods
         reported. Actual results could differ from those estimates. The Company
         believes the following are the critical accounting policies which have
         the most significant effect on the Company's reported results and
         require the most difficult, subjective or complex judgments by
         management. Unless otherwise noted, the Company has not made any
         changes in estimates or assumptions that had a significant effect on
         the reported amounts.

         ALLOWANCE FOR DOUBTFUL ACCOUNTS

         The Company records allowances for doubtful accounts based on
         customer-specific analysis, and general matters such as current
         assessment of past due balances and economic conditions. Additional
         allowances for doubtful accounts may be required if there is
         deterioration in past due balances, if economic conditions are less
         favorable than the Company has anticipated, or for customer-specific
         circumstances such as bankruptcy.

         EXCESS AND OBSOLETE INVENTORIES

         The Company records allowances for excess and obsolete inventories
         based on usage, estimated future demand and market conditions.
         Additional allowances may be required if future demand or market
         conditions are less favorable than the Company had projected.

         IMPAIRMENT OF LONG-LIVED ASSETS

         The Company evaluates the recoverability of the carrying amount of
         long-lived assets whenever events or changes in circumstances indicate
         that the carrying amount of an asset may not be fully recoverable. The
         Company evaluates the recoverability of


                                       11


<PAGE>

         IMPAIRMENT OF LONG-LIVED ASSETS-(CONTINUED)


         goodwill annually or more frequently if events or circumstances
         indicate that the asset might be impaired. The Company applies judgment
         when applying the impairment rules to determine when an impairment test
         is necessary. Factors the Company considers which could trigger an
         impairment review include significant underperformance relative to
         historical operating results or forecasted operating results, a
         significant decrease in the market value of an asset, a significant
         change in the extent or manner in which an asset is used, and
         significant negative industry or economic trends.

         Impairment losses are measured as the amount by which the carrying
         value of an asset exceeds its fair value. The Company is required to
         make estimates of its future cash flows related to the asset subject to
         review. These forecasts require assumptions about demand for the
         Company's products and services, future market conditions and
         technological developments. Significant and unanticipated changes to
         these assumptions and discount rates could result in an impairment
         charge in future periods.












                                       12


<PAGE>

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):


<Table>
<Caption>

                               Three Months Ended          Period-to-Period          Nine Months Ended         Period-to-Period
                                  June 30,                     Change                     June 30,                 Change
                           ----------------------      -----------------------     ----------------------   ---------------------
                              2002         2001            $              %          2002          2001         $             %
                           ---------    ---------      ---------     ---------     ---------    ---------   ---------   ---------

<S>                        <C>          <C>            <C>            <C>          <C>          <C>         <C>         <C>
Net Sales                  $  20,548    $  22,421         (1,873)           -8     $  56,219    $  61,049      (4,830)         -8

Gross Profit                   3,405        3,436            (31)           -1         7,123        7,324        (201)         -3
                                16.6%        15.3%                                      12.7%        12.0%

Operating Expenses             1,870        1,836             34             2         6,383        5,366       1,017          19
                                 9.1%         8.2%                                      11.4%         8.8%

Operating Income               1,535        1,600            (65)           -4           740        1,958      (1,218)        -62
                                 7.5%         7.1%                                       1.3%         3.2%

Interest Expense                 104          256           (152)          -59           364          766        (402)        -52
                                 0.5%         1.1%                                       0.6%         1.3%

Income (Loss) Before
Accounting Change                778          930           (152)          -16            21          790        (769)        -97
                                 3.8%         4.1%                                         0%         1.3%

Cumulative Effect of
Accounting Change                 --           --                                     (4,652)          --      (4,652)        100
                                                                                        -8.3%

Net Income (Loss)          $     778    $     930           (152)          -16     $  (4,630)   $     790      (5,420)       -686
                                 3.8%         4.1%                                       8.2%         1.3%

</Table>


                                       13

<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS -- CONTINUED

         The components of net sales and gross profit are summarized in the
table below (dollars in thousands):


<Table>
<Caption>

                                                             Three Months Ended
                                                                 June 30,
                                        ---------------------------------------------------------
                                                   2002                           2001
                                        ---------------------------    --------------------------
                                                          % of                           % of            Period-to-Period Change
                                           Amount         Total           Amount         Total              $               %
                                        ------------   ------------    ------------   ------------    ------------    -------------

Net Sales

<S>                                     <C>            <C>             <C>            <C>             <C>             <C>
Contract manufacturing and printing     $      8,558             42%   $     11,832             53%   $     (3,274)            (28)%
Business imaging paper products                5,509             27           5,141             23             368               7
Paint sundry products                          6,481             31           5,448             24           1,033              19
                                        ------------   ------------    ------------   ------------    ------------    ------------
Net sales                               $     20,548            100%   $     22,421            100%   $     (1,873)             (8)%
                                        ============   ============    ============   ============    ============    ============
</Table>

<Table>
<Caption>

                                                          Margin                         Margin          Period-to-Period Change
                                            Amount           %             Amount           %               $               %
                                        ------------   ------------    ------------   ------------    ------------    ------------


<S>                                     <C>            <C>             <C>            <C>             <C>             <C>
Gross Profit (loss)

Contract manufacturing and printing     $      2,115             25%   $      2,289             19%   $       (174)             (8)%
Business imaging paper products                  625             11             469              9             156              33
Paint sundry products                            665             10             678             12             (13)             (2)
                                        ------------   ------------    ------------   ------------    ------------    ------------
Gross profit                            $      3,405             17%   $      3,436             15%   $        (31)             (1)%
                                        ============   ============    ============   ============    ============    ============
</Table>


<Table>
<Caption>

                                                            Nine Months Ended
                                                                 June 30,
                                        ----------------------------------------------------------
                                                   2002                           2001
                                        ------------   ------------    ------------   ------------
                                                           % of                           % of            Period-to-Period Change
                                            Amount         Total           Amount         Total            $                %
                                        ------------   ------------    ------------   ------------    ------------    ------------

<S>                                     <C>            <C>             <C>            <C>             <C>             <C>
Net Sales

Contract manufacturing and printing     $     22,735             40%   $     30,097             49%   $     (7,362)            (24)%
Business imaging paper products               15,995             28          15,889             26             106               1
Paint sundry products                         17,489             32          15,063             25           2,426              16
                                        ------------   ------------    ------------   ------------    ------------    ------------
Net sales                               $     56,219            100%   $     61,049            100%   $     (4,830)             (8)%
                                        ============   ============    ============   ============    ============    ============
</Table>


<Table>
<Caption>


                                                           Margin                        Margin           Period-to-Period Change
                                           Amount            %             Amount          %                $               %
                                        ------------   ------------    ------------   ------------    ------------    ------------

<S>                                     <C>            <C>             <C>            <C>             <C>             <C>
Gross Profit

Contract manufacturing and printing     $      3,813             17%   $      4,546             15%   $       (733)            (16)%
Business imaging paper products                1,365              9           1,348              8              17               1
Paint sundry products                          1,945             11           1,430              9             515              36
                                        ------------   ------------    ------------   ------------    ------------    ------------
 Gross profit                           $      7,123             13%   $      7,324             12%   $       (201)             (3)%
                                        ============   ============    ============   ============    ============    ============
</Table>


                                       14
<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS -CONTINUED

NET SALES:

Net sales decreased $1.9 million (8%) to $20.5 million in third quarter of
fiscal 2002, when compared to this period last year. This decline is due mostly
to lower sales at the Contract Manufacturing sector (down $3.3 million or 28%)
related to reduced product demand from a major customer for which the Company
manufactures and packages a variety of consumer products as well as unit price
adjustments to the customer. Business Imaging sector product sales increased
$0.4 million or 7% mostly due to an increase in sales of point-of-sales rolls to
the sector's network of products distributors. Net sales from the Paint Sundries
segment increased $1.0 million (19%) primarily the result of higher demand for
certain new products in the Paint Sundry sector as well as seasonal demand for
full panel and remnant drop cloths.

GROSS PROFIT:

Gross profit decreased $31,000 (1%) for third quarter of fiscal 2002 when
compared to third quarter of fiscal 2001. This decrease came primarily from the
Contract Manufacturing sector which decreased $0.2 million or 8%. As discussed
earlier, this was related to reduction in volume as well as unit price
adjustments to a major customer of the Contract Manufacturing sector. The
Contract Manufacturing sector was able to improve margins to 25% up from 19% for
the same period last year primarily through personnel reductions. Gross profit
in the Paint Sundry sector decreased $13,000 (2%), which was mostly the result
of unit price adjustments to a major customer of the sector offset by volume
increases when compared to the third quarter of fiscal 2001. The Business
Imaging sector's gross profit increased $0.2 million (33%) as a result of
increased sales mentioned earlier.

OPERATING EXPENSES:

Operating expenses increased $34,000 (2%) for third quarter of fiscal 2002 when
compared to the same period of fiscal 2001. This increase for the quarter was
related to sales commissions resulting from increased Paint Sundries sector
sales, rising health care costs, and increases to the sales force. These
expenses were partially offset as the result of implementation of SFAS 142
mentioned earlier, in which the Company no longer records goodwill amortization
expense which was $0.1 million in the third quarter of fiscal 2001. Operating
expenses for the nine months ended June 30, 2002, increased $1.0 million (19%)
when compared to the same period of fiscal 2001. This increase for the year was
related to sales commissions mentioned earlier, rising health care costs,
increased expenses for outside professional services, increases to the sales
force and employee recruiting costs. These expenses were partially offset as the
result of implementation of SFAS 142 mentioned earlier, in which the Company no
longer records goodwill amortization expense which was $0.4 million for the nine
months ended June 30, 2001.

OPERATING INCOME:

Operating income declined $65,000 (4%) to an income of $1.5 million. This
decline was primarily related to the decrease in Contract Manufacturing sales
discussed earlier. Operating income also declined as a result of price
adjustments to a major customer of the Paint Sundry sector offset by volume
increases when compared to third quarter of fiscal 2001. Additionally, this was
offset as the result of implementation of SFAS No. 142 mentioned earlier, the
Company no longer records goodwill amortization expense which was $0.1 million
in the third quarter of fiscal 2001.





                                       15

<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS --CONTINUED

INTEREST EXPENSE AND OTHER INCOME (EXPENSE)-NET:

Interest expense was $0.2 million lower compared to last year due to $7.1
million reduction in debt since third quarter of fiscal 2001 and lower interest
rates during third quarter of fiscal 2002. Other income decreased $0.2 million
in third quarter of fiscal 2002 when compared to last year related to a
settlement of a lawsuit in fiscal 2001 under which the Company had been required
to indemnify a related party. The actual settlement was less than the amount
previously provided for by the Company resulting in a reversal of an amount
previously expensed in prior periods.

NET INCOME (LOSS) AND EARNINGS (LOSS) PER SHARE:

The Company reported a net income before accounting change of $0.8 million (per
share: $0.17-basic and diluted) for third quarter of fiscal 2002, versus net
income of $0.9 million (per share: $0.20-basic and diluted) for the same period
one year ago. The decline was mostly due to lower sales in the Contract
Manufacturing sector and third quarter fiscal 2001 material costs for the Paint
Sundry sector mentioned earlier. The Company reported a net loss of $4.6 million
(per share: $1.00-basic and diluted) for the nine months ended June 30, 2002, of
which $4.6 million net of income tax effects, or $1.01 per diluted share was
recorded as a result of the Company adopting SFAS No. 142, "Goodwill and Other
Intangible Assets" as discussed below.

ACCOUNTING CHANGE:

Effective October 1, 2001, the Company adopted SFAS No. 142, "Goodwill and Other
Intangible Assets". This standard requires that companies no longer amortize
goodwill and indefinite life intangible assets, such as trademarks. In addition,
this standard requires that companies evaluate all goodwill for impairment. Upon
completion of this evaluation, the Company recorded a charge in an amount of
$6.4 million ($4.7 million, net of income tax effects, or $1.01 per diluted
share) in fiscal 2002 for the goodwill recorded at the Business Imaging sector
and to a lesser extent to the Paint Sundries sector.

LIQUIDITY AND CAPITAL RESOURCES:

The Company generated $5.1 million in cash from operations through the first
nine months of fiscal 2002, compared to $0.3 million for the same period last
year. The net loss, plus non-cash items, aggregated $2.6 million, a decrease
from $3.4 million for the same period last year. The Company used $0.4 million
to pay accrued liabilities and income taxes. Increases in accounts receivable
used $1.7 million, reductions in inventories generated $1.6 million in cash
flows and increases in accounts payable generated $2.8 million.

Net cash used in investing activities was $0.2 million through the third quarter
of fiscal 2002 which was due mostly to equipment sales as part of the Dallas,
Texas restructuring offset by $0.8 million from purchases of equipment.

Net cash used in financing activities was $4.8 million through the third quarter
of fiscal 2002 due to $5.0 million repayment of long-term debt offset by $0.1
million decrease in key employee stock purchase plan notes.







                                       16


<PAGE>

LIQUIDITY AND CAPITAL RESOURCES-(CONTINUED):


As of August 13, 2002, the Company had approximately $4.5 million available
under its revolving credit line. According to the terms of its credit facility
with its lenders, the Company is required to maintain certain financial and
operational covenants. As of June 30, 2002, the Company is in compliance with
all of its debt covenants under the credit facility and has received consent
from its principal lenders to sell assets in excess of $0.1 million net book
value. The Company's credit agreement which was to mature in June 2002, was
extended for 90 days by its principal lenders to provide sufficient time for an
amendment of its credit facilities. The Company has obtained a commitment to
amend its credit facilities during August 2002, which would among other matters,
extend the maturity the revolving portion until June 2004 and the term portion
until August 2007.

The Company intends to retain earnings to finance future operations and
expansion and does not expect to pay any dividends within the foreseeable
future. In addition, the Company's credit facility restricts the payment of any
dividends.







                                       17

<PAGE>

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Information with respect to the Company's exposure to interest rate risk,
foreign currency risk, commodity price risk and other relevant market risks is
contained on page 20 in Item 7, Management's Discussion and Analysis of
Financial Condition and Results of Operations, of the Company's Annual Report on
Form 10-K for the year ended September 30, 2001. Management believes that as of
August 13, 2002, there has been no material change to this information.


FORWARD LOOKING STATEMENTS:

Management's discussion of the Company's 2002 quarterly periods in comparison to
2001, contains forward-looking statements regarding current expectations, risks
and uncertainties for future periods. The actual results could differ materially
from those discussed here. As well as those factors discussed in this report,
other factors that could cause or contribute to such differences include, among
other items, cancellation of production agreements by significant customers,
material increases in the cost of base paper stock, competition in the Company's
product areas, or an inability of management to successfully reduce operating
expenses in relation to net sales without damaging the long-term direction of
the Company. Therefore, the condensed financial data for the periods presented
may not be indicative of the Company's future financial condition or results of
operations.



                                       18

<PAGE>

PART II.  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         Not applicable.

ITEM 2.  CHANGES IN SECURITIES

         None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None.

ITEM 5.  OTHER INFORMATION

         None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      EXHIBITS.

         10.16 Fifth Amendment to Credit Agreement

         10.17 Sixth Amendment to Credit Agreement






                                       19



<PAGE>


                                   SIGNATURES


                  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.



                             TUFCO TECHNOLOGIES, INC.





Date:  August 13, 2002       /s/ Louis LeCalsey, III
                             --------------------------------------------------
                             Louis LeCalsey, III
                             President and Chief Executive Officer






Date:  August 13, 2002       /s/ Michael B. Wheeler
                             --------------------------------------------------
                             Michael B. Wheeler
                             Vice President and Chief Financial Officer




Date:  August 13, 2002       /s/ Drew W. Cook
                             --------------------------------------------------
                             Drew W. Cook
                             Chief Accounting Officer and Corporate Controller










                                       20



<PAGE>


                               INDEX TO EXHIBITS

<Table>
<Caption>

EXHIBIT
NUMBER         DESCRIPTION
-------        -----------


<S>            <C>
  10.16        Fifth Amendment to Credit Agreement

  10.17        Sixth Amendment to Credit Agreement
</Table>