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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549



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FORM 10-Q



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

For the quarterly period ended September 30, 2006

OR



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

For the transition period from  to

Commission file numbers: 333-119696 and 333-114924



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Norcraft
Holdings, L.P.

Norcraft Companies, L.P.

(Exact name of registrants as specified in their charters)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 75-3132727                          
|Delaware                                                       |  | 36-4231718                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)

3020 Denmark Avenue, Suite 100

Eagan, MN 55121

(Address of Principal Executive Offices)

(800) 297-0661

(Registrants
Telephone Number, Including Area Code)



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

Indicate by check mark whether the registrants are large accelerated filers, accelerated filers, or non-accelerated
filers.

Large Accelerated Filer ̈Accelerated Filer ̈Non-Accelerated Filer  x

Indicate by check mark whether the registrants are shell companies (as defined in Rule 12b-2 of the Exchange Act).    Yes ̈No  x.

This Form 10-Q is a combined quarterly
report being filed separately by two registrants: Norcraft Holdings, L.P. and Norcraft Companies, L.P. Unless the context indicates otherwise, any reference in this report to Holdings refers to Norcraft Holdings, L.P. and any reference
to Norcraft refers to Norcraft Companies, L.P., the wholly-owned operating subsidiary of Holdings. The Company, we, us, and our refer to Norcraft Holdings, L.P., together with Norcraft
Companies, L.P.



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##### Table of Contents

Norcraft Holdings, L.P.
            Norcraft Companies, L.P.

Table of Contents



|           |  |                                                                                                                                         |  |     
|---------- |  | --------------------------------------------------------------------------------------------------------------------------------------- |  | ----
|           |  |                                                                                                                                         |  | Page
|PART I     |  | FINANCIAL INFORMATION                                                                                                                   |  |     
|Item 1.    |  | Unaudited Condensed Consolidated Financial Statements                                                                                   |  |     
|           |  | Consolidated Balance Sheets at September 30, 2006 and December 31, 2005                                                                 |  | 3   
|           |  | Consolidated Statements of Income for the three months ended September 30, 2006 and 2005; Nine months ended September 30, 2006 and 2005 |  | 4   
|           |  | Consolidated Statements of Changes in Members Equity and Comprehensive Income for the nine months ended September 30, 2006             |  | 6   
|           |  | Consolidated Statements of Cash Flows for the nine months ended September 30, 2006 and 2005                                             |  | 8   
|           |  | Notes to Consolidated Financial Statements                                                                                              |  | 9   
|Item 2.    |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                                   |  | 19  
|Item 3.    |  | Quantitative and Qualitative Disclosures of Market Risk                                                                                 |  | 24  
|Item 4.    |  | Controls and Procedures                                                                                                                 |  | 24  
|           |  |                                                                                                                                        
|PART II    |  | OTHER INFORMATION                                                                                                                       |  |     
|Item 1.    |  | Legal Proceedings                                                                                                                       |  | 25  
|Item 1A.   |  | Risk Factors                                                                                                                            |  | 25  
|Item 6.    |  | Exhibits                                                                                                                                |  | 25  
|           | 
|SIGNATURES |  | 26                                                                                                                                     

This combined Form 10-Q is separately filed by Norcraft Holdings, L.P., and Norcraft Companies, L.P. Each
Registrant hereto is filing on its own behalf all of the information contained in this quarterly report that relates to such Registrant. Each Registrant hereto is not filing any information that does not relate to such Registrant, and therefore
makes no representation as to any such information.



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##### Table of Contents

PART I. FINANCIAL INFORMATION

Item 1.

Consolidated Balance Sheets

(dollar amounts in thousands)

(unaudited)



|                                       |  |                         |         |                          |   |                   |  |                  |         |  |   |        
|-------------------------------------- |  | ----------------------- | ------- | ------------------------ | - | ----------------- |  | ---------------- | ------- |  | - | -------
|                                       |  | Norcraft Holdings, L.P. |         | Norcraft Companies, L.P.
|                                       |  | September 30,2006       |         | December 31,2005         |   | September 30,2006 |  | December 31,2005
|ASSETS                                 |  |                         |         |                          |   |                   |  |                  |         |  |   |        
|Current assets:                        |  |                         |         |                          |   |                   |  |                  |         |  |   |        
|Cash                                   |  | $                       | 36,410  |                          | $ | 933               |  | $                | 36,410  |  | $ | 933    
|Trade accounts receivable, net         |  |                         | 40,554  |                          |   | 37,015            |  |                  | 40,554  |  |   | 37,015 
|Inventories                            |  |                         | 25,339  |                          |   | 24,197            |  |                  | 25,339  |  |   | 24,197 
|Prepaid expenses and other             |  |                         | 1,026   |                          |   | 1,921             |  |                  | 1,026   |  |   | 1,921  
|                                       |  |                         |         |                          |   |                   |  |                  |         |  |   |        
|Total current assets                   |  |                         | 103,329 |                          |   | 64,066            |  |                  | 103,329 |  |   | 64,066 
|                                       |  |                         |         |                         
|Property, plant and equipment, net     |  |                         | 37,090  |                          |   | 36,485            |  |                  | 37,090  |  |   | 36,485 
|                                       |  |                         |         |                         
|Other assets:                          |  |                         |         |                          |   |                   |  |                  |         |  |   |        
|Goodwill                               |  |                         | 148,459 |                          |   | 148,459           |  |                  | 148,459 |  |   | 148,459
|Customer relationships, net            |  |                         | 53,848  |                          |   | 57,197            |  |                  | 53,848  |  |   | 57,197 
|Brand names                            |  |                         | 49,000  |                          |   | 49,000            |  |                  | 49,000  |  |   | 49,000 
|Deferred financing costs, net          |  |                         | 8,028   |                          |   | 8,396             |  |                  | 5,265   |  |   | 5,344  
|Display cabinets, net                  |  |                         | 8,985   |                          |   | 8,443             |  |                  | 8,985   |  |   | 8,443  
|Other                                  |  |                         | 277     |                          |   | 111               |  |                  | 277     |  |   | 111    
|                                       |  |                         |         |                          |   |                   |  |                  |         |  |   |        
|Total other assets                     |  |                         | 268,597 |                          |   | 271,606           |  |                  | 265,834 |  |   | 268,554
|                                       |  |                         |         |                          |   |                   |  |                  |         |  |   |        
|Total assets                           |  | $                       | 409,016 |                          | $ | 372,157           |  | $                | 406,253 |  | $ | 369,105
|                                       |  |                         |         |                          |   |                   |  |                  |         |  |   |        
|LIABILITIES AND MEMBERS' EQUITY        |  |                         |         |                          |   |                   |  |                  |         |  |   |        
|Current liabilities:                   |  |                         |         |                          |   |                   |  |                  |         |  |   |        
|Book overdrafts payable                |  | $                       |        |                          | $ | 1,666             |  | $                |        |  | $ | 1,666  
|Accounts payable                       |  |                         | 12,471  |                          |   | 10,817            |  |                  | 12,471  |  |   | 10,817 
|Accrued expenses                       |  |                         | 29,176  |                          |   | 20,537            |  |                  | 29,176  |  |   | 20,537 
|Members' distribution payable          |  |                         | 740     |                          |   |                  |  |                  | 740     |  |   |       
|                                       |  |                         |         |                          |   |                   |  |                  |         |  |   |        
|Total current liabilities              |  |                         | 42,387  |                          |   | 33,020            |  |                  | 42,387  |  |   | 33,020 
|                                       |  |                         |         |                         
|Long-term debt                         |  |                         | 254,213 |                          |   | 241,567           |  |                  | 150,000 |  |   | 150,000
|                                       |  |                         |         |                         
|Commitments and contingencies          |  |                         |        |                          |   |                  |  |                  |        |  |   |       
|                                       |  |                         |         |                         
|Members equity subject to put request |  |                         | 53,962  |                          |   | 46,094            |  |                  |        |  |   |       
|                                       |  |                         |         |                         
|Members' equity                        |  |                         | 58,454  |                          |   | 51,476            |  |                  | 213,866 |  |   | 186,085
|                                       |  |                         |         |                          |   |                   |  |                  |         |  |   |        
|Total liabilities and members' equity  |  | $                       | 409,016 |                          | $ | 372,157           |  | $                | 406,253 |  | $ | 369,105
|                                       |  |                         |         |                          |   |                   |  |                  |         |  |   |        

See notes to consolidated financial statements.



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##### Table of Contents

Consolidated Statements of Income

(dollar amounts in thousands)

(unaudited)



|                                             |  |                                 |         |                                |   |         |  |      |         |  |   |        
|-------------------------------------------- |  | ------------------------------- | ------- | ------------------------------ | - | ------- |  | ---- | ------- |  | - | -------
|                                             |  | Norcraft Holdings, L.P.        
|                                             |  | Three Months EndedSeptember 30, |         | Nine Months EndedSeptember 30,
|                                             |  | 2006                            |         | 2005                           |   | 2006    |  | 2005
|Net sales                                    |  | $                               | 114,044 |                                | $ | 105,630 |  | $    | 344,586 |  | $ | 301,671
|                                             |  |                                 |         |                               
|Cost of sales                                |  |                                 | 76,675  |                                |   | 74,160  |  |      | 235,684 |  |   | 210,102
|                                             |  |                                 |         |                                |   |         |  |      |         |  |   |        
|Gross profit                                 |  |                                 | 37,369  |                                |   | 31,470  |  |      | 108,902 |  |   | 91,569 
|                                             |  |                                 |         |                               
|Selling, general and administrative expenses |  |                                 | 19,235  |                                |   | 15,998  |  |      | 57,758  |  |   | 47,717 
|                                             |  |                                 |         |                                |   |         |  |      |         |  |   |        
|Income from operations                       |  |                                 | 18,134  |                                |   | 15,472  |  |      | 51,144  |  |   | 43,852 
|                                             |  |                                 |         |                               
|Other expense (income):                      |  |                                 |         |                                |   |         |  |      |         |  |   |        
|Interest expense                             |  |                                 | 5,488   |                                |   | 5,765   |  |      | 16,717  |  |   | 17,549 
|Amortization of deferred financing costs     |  |                                 | 368     |                                |   | 1,154   |  |      | 1,126   |  |   | 2,515  
|Other, net                                   |  |                                 | 57      |                                |   | 18      |  |      | 131     |  |   | 130    
|                                             |  |                                 |         |                                |   |         |  |      |         |  |   |        
|                                             |  |                                 | 5,913   |                                |   | 6,937   |  |      | 17,974  |  |   | 20,194 
|                                             |  |                                 |         |                                |   |         |  |      |         |  |   |        
|Net income                                   |  | $                               | 12,221  |                                | $ | 8,535   |  | $    | 33,170  |  | $ | 23,658 
|                                             |  |                                 |         |                                |   |         |  |      |         |  |   |        

See notes to consolidated financial statements.



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##### Table of Contents

Consolidated Statements of Income

(dollar amounts in thousands)

(unaudited)



|                                             |  |                                 |         |                                |   |         |  |      |         |  |   |        
|-------------------------------------------- |  | ------------------------------- | ------- | ------------------------------ | - | ------- |  | ---- | ------- |  | - | -------
|                                             |  | Norcraft Companies, L.P.       
|                                             |  | Three Months EndedSeptember 30, |         | Nine Months EndedSeptember 30,
|                                             |  | 2006                            |         | 2005                           |   | 2006    |  | 2005
|Net sales                                    |  | $                               | 114,044 |                                | $ | 105,630 |  | $    | 344,586 |  | $ | 301,671
|                                             |  |                                 |         |                               
|Cost of sales                                |  |                                 | 76,675  |                                |   | 74,160  |  |      | 235,684 |  |   | 210,102
|                                             |  |                                 |         |                                |   |         |  |      |         |  |   |        
|Gross profit                                 |  |                                 | 37,369  |                                |   | 31,470  |  |      | 108,902 |  |   | 91,569 
|                                             |  |                                 |         |                               
|Selling, general and administrative expenses |  |                                 | 19,235  |                                |   | 15,998  |  |      | 57,758  |  |   | 47,717 
|                                             |  |                                 |         |                                |   |         |  |      |         |  |   |        
|Income from operations                       |  |                                 | 18,134  |                                |   | 15,472  |  |      | 51,144  |  |   | 43,852 
|                                             |  |                                 |         |                               
|Other expense (income):                      |  |                                 |         |                                |   |         |  |      |         |  |   |        
|Interest expense                             |  |                                 | 3,171   |                                |   | 3,670   |  |      | 9,936   |  |   | 11,395 
|Amortization of deferred financing costs     |  |                                 | 269     |                                |   | 1,066   |  |      | 837     |  |   | 2,253  
|Other, net                                   |  |                                 | 57      |                                |   | 18      |  |      | 131     |  |   | 130    
|                                             |  |                                 |         |                                |   |         |  |      |         |  |   |        
|                                             |  |                                 | 3,497   |                                |   | 4,754   |  |      | 10,904  |  |   | 13,778 
|                                             |  |                                 |         |                                |   |         |  |      |         |  |   |        
|Net income                                   |  | $                               | 14,637  |                                | $ | 10,718  |  | $    | 40,240  |  | $ | 30,074 
|                                             |  |                                 |         |                                |   |         |  |      |         |  |   |        

See notes to consolidated financial statements.



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##### Table of Contents

Consolidated Statements of Changes in Members Equity and Comprehensive Income

(dollar amounts in
thousands)

(unaudited)



|                                                      |  |                         |         |   |                                            |   |      |                                 |  |   |       
|----------------------------------------------------- |  | ----------------------- | ------- | - | ------------------------------------------ | - | ---- | ------------------------------- |  | - | ------
|                                                      |  | Norcraft Holdings, L.P.
|                                                      |  | Members Equity         |         |   | Accumulatedothercomprehensiveincome (loss) |   |      | Totalcomprehensiveincome (loss)
|Balance, December 31, 2005                            |  | $                       | 51,476  |   |                                            | $ | (130 | )                               |  |   |       
|Issuance of members interest                         |  |                         | 1,825   |   |                                            |   |      |                                 |  |   |       
|Stock compensation expense                            |  |                         | 733     |   |                                            |   |      |                                 |  |   |       
|Accretion on members interest subject to put request |  |                         | (7,868  | ) |                                            |   |      |                                 |  |   |       
|Repurchase of members interest                       |  |                         | (8,222  | ) |                                            |   |      |                                 |  |   |       
|Member tax distributions declared                     |  |                         | (12,719 | ) |                                            |   |      |                                 |  |   |       
|Cumulative translation adjustment                     |  |                         | 59      |   |                                            |   | 59   |                                 |  |   | 59    
|Net income                                            |  |                         | 33,170  |   |                                            |   |      |                                 |  |   | 33,170
|                                                      |  |                         |         |   |                                            |   |      |                                 |  |   |       
|Total comprehensive income                            |  |                         |         |   |                                            |   |      |                                 |  | $ | 33,229
|                                                      |  |                         |         |   |                                            |   |      |                                 |  |   |       
|Balance, September 30, 2006                           |  | $                       | 58,454  |   |                                            | $ | (71  | )                               |  |   |       
|                                                      |  |                         |         |   |                                            |   |      |                                 |  |   |       

See notes to consolidated financial statements.



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##### Table of Contents

Consolidated Statements of Changes in Members Equity and Comprehensive Income

(dollar amounts in thousands)

(unaudited)



|                                  |  |                          |         |   |                                            |   |      |                                 |  |   |       
|--------------------------------- |  | ------------------------ | ------- | - | ------------------------------------------ | - | ---- | ------------------------------- |  | - | ------
|                                  |  | Norcraft Companies, L.P.
|                                  |  | Members Equity          |         |   | Accumulatedothercomprehensiveincome (loss) |   |      | Totalcomprehensiveincome (loss)
|Balance, December 31, 2005        |  | $                        | 186,085 |   |                                            | $ | (130 | )                               |  |   |       
|Issuance of members interest     |  |                          | 1,825   |   |                                            |   |      |                                 |  |   |       
|Stock compensation expense        |  |                          | 733     |   |                                            |   |      |                                 |  |   |       
|Repurchase of members interest   |  |                          | (2,344  | ) |                                            |   |      |                                 |  |   |       
|Member tax distributions declared |  |                          | (12,719 | ) |                                            |   |      |                                 |  |   |       
|Distribution to member            |  |                          | (13     | ) |                                            |   |      |                                 |  |   |       
|Cumulative translation adjustment |  |                          | 59      |   |                                            |   | 59   |                                 |  |   | 59    
|Net income                        |  |                          | 40,240  |   |                                            |   |      |                                 |  |   | 40,240
|                                  |  |                          |         |   |                                            |   |      |                                 |  |   |       
|Total comprehensive income        |  |                          |         |   |                                            |   |      |                                 |  | $ | 40,299
|                                  |  |                          |         |   |                                            |   |      |                                 |  |   |       
|Balance, September 30, 2006       |  | $                        | 213,866 |   |                                            | $ | (71  | )                               |  |   |       
|                                  |  |                          |         |   |                                            |   |      |                                 |  |   |       

See notes to consolidated financial statements.



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##### Table of Contents

Consolidated Statements of Cash Flows

(dollar amounts in thousands)

(unaudited)



|                                                                                   |  |                                |         |   |                                |   |         |      |  |   |         |   |  |   |         |  
|---------------------------------------------------------------------------------- |  | ------------------------------ | ------- | - | ------------------------------ | - | ------- | ---- |  | - | ------- | - |  | - | ------- | -
|                                                                                   |  | Norcraft Holdings, L.P.        |         |   | Norcraft Companies, L.P.       |  
|                                                                                   |  | Nine Months EndedSeptember 30, |         |   | Nine Months EndedSeptember 30, |  
|                                                                                   |  | 2006                           |         |   | 2005                           |   |         | 2006 |  |   | 2005    |  
|Cash flows from operating activities:                                              |  |                                |         |   |                                |   |         |      |  |   |         |   |  |   |         |  
|Net income                                                                         |  | $                              | 33,170  |   |                                | $ | 23,658  |      |  | $ | 40,240  |   |  | $ | 30,074  |  
|Adjustments to reconcile net income to net cash provided by operating activities:  |  |                                |         |   |                                |   |         |      |  |   |         |   |  |   |         |  
|Depreciation and amortization of property, plant and equipment:                    |  |                                | 3,430   |   |                                |   | 3,696   |      |  |   | 3,430   |   |  |   | 3,696   |  
|Amortization:                                                                      |  |                                |         |   |                                |   |         |      |  |   |         |   |  |   |         |  
|Customer relationships                                                             |  |                                | 3,349   |   |                                |   | 3,350   |      |  |   | 3,349   |   |  |   | 3,350   |  
|Deferred financing costs                                                           |  |                                | 1,126   |   |                                |   | 2,515   |      |  |   | 837     |   |  |   | 2,253   |  
|Display cabinets                                                                   |  |                                | 4,073   |   |                                |   | 2,998   |      |  |   | 4,073   |   |  |   | 2,998   |  
|Provision for uncollectible accounts receivable                                    |  |                                | 639     |   |                                |   | 374     |      |  |   | 639     |   |  |   | 374     |  
|Provision for obsolete and excess inventory                                        |  |                                | 101     |   |                                |   | 60      |      |  |   | 101     |   |  |   | 60      |  
|Provision for warranty claims                                                      |  |                                | 3,626   |   |                                |   | 3,332   |      |  |   | 3,626   |   |  |   | 3,332   |  
|Accreted interest on senior notes                                                  |  |                                | 6,768   |   |                                |   | 6,154   |      |  |   |        |   |  |   |        |  
|Stock compensation expense                                                         |  |                                | 733     |   |                                |   | 186     |      |  |   | 733     |   |  |   | 186     |  
|Loss on sale of equipment                                                          |  |                                | 50      |   |                                |   | 51      |      |  |   | 50      |   |  |   | 51      |  
|Change in operating assets and liabilities:                                        |  |                                |         |   |                                |   |         |      |  |   |         |   |  |   |         |  
|Accounts receivable                                                                |  |                                | (4,387  | ) |                                |   | (7,965  | )    |  |   | (4,387  | ) |  |   | (7,965  | )
|Inventories                                                                        |  |                                | (1,100  | ) |                                |   | (3,822  | )    |  |   | (1,100  | ) |  |   | (3,822  | )
|Prepaid expenses and other                                                         |  |                                | 895     |   |                                |   | 568     |      |  |   | 895     |   |  |   | 568     |  
|Other assets                                                                       |  |                                | 15      |   |                                |   | (6      | )    |  |   | 15      |   |  |   | (6      | )
|Accounts payable and accrued liabilities                                           |  |                                | 7,430   |   |                                |   | 7,670   |      |  |   | 7,430   |   |  |   | 7,670   |  
|                                                                                   |  |                                |         |   |                                |   |         |      |  |   |         |   |  |   |         |  
|Net cash provided by operating activities                                          |  |                                | 59,918  |   |                                |   | 42,819  |      |  |   | 59,931  |   |  |   | 42,819  |  
|                                                                                   |  |                                |         |  
|Cash flows from investing activities:                                              |  |                                |         |   |                                |   |         |      |  |   |         |   |  |   |         |  
|Proceeds from sale of property and equipment                                       |  |                                | 54      |   |                                |   | 52      |      |  |   | 54      |   |  |   | 52      |  
|Purchase of property, plant and equipment                                          |  |                                | (4,896  | ) |                                |   | (4,849  | )    |  |   | (4,896  | ) |  |   | (4,849  | )
|Purchase of display cabinets                                                       |  |                                | (4,615  | ) |                                |   | (4,649  | )    |  |   | (4,615  | ) |  |   | (4,649  | )
|                                                                                   |  |                                |         |   |                                |   |         |      |  |   |         |   |  |   |         |  
|Net cash used in investing activities                                              |  |                                | (9,457  | ) |                                |   | (9,446  | )    |  |   | (9,457  | ) |  |   | (9,446  | )
|                                                                                   |  |                                |         |  
|Cash flows from financing activities:                                              |  |                                |         |   |                                |   |         |      |  |   |         |   |  |   |         |  
|Increase in financing costs                                                        |  |                                | (758    | ) |                                |   |        |      |  |   | (758    | ) |  |   |        |  
|Payments on term loan                                                              |  |                                |        |   |                                |   | (23,500 | )    |  |   |        |   |  |   | (23,500 | )
|Book overdrafts payable                                                            |  |                                | (1,666  | ) |                                |   |        |      |  |   | (1,666  | ) |  |   |        |  
|Distribution to member                                                             |  |                                |        |   |                                |   |        |      |  |   | (13     | ) |  |   |        |  
|Proceeds from issuance of member interests                                         |  |                                | 1,825   |   |                                |   | 343     |      |  |   | 1,825   |   |  |   | 343     |  
|Repurchase of members interests                                                   |  |                                | (2,344  | ) |                                |   | (1,888  | )    |  |   | (2,344  | ) |  |   | (1,888  | )
|Tax distributions to members                                                       |  |                                | (11,979 | ) |                                |   | (7,572  | )    |  |   | (11,979 | ) |  |   | (7,572  | )
|                                                                                   |  |                                |         |   |                                |   |         |      |  |   |         |   |  |   |         |  
|Net cash used in financing activities                                              |  |                                | (14,922 | ) |                                |   | (32,617 | )    |  |   | (14,935 | ) |  |   | (32,617 | )
|                                                                                   |  |                                |         |  
|Effect of exchange rates on cash                                                   |  |                                | (62     | ) |                                |   | (124    | )    |  |   | (62     | ) |  |   | (124    | )
|                                                                                   |  |                                |         |   |                                |   |         |      |  |   |         |   |  |   |         |  
|Net increase in cash                                                               |  |                                | 35,477  |   |                                |   | 632     |      |  |   | 35,477  |   |  |   | 632     |  
|                                                                                   |  |                                |         |  
|Cash, beginning of the period                                                      |  |                                | 933     |   |                                |   | 823     |      |  |   | 933     |   |  |   | 823     |  
|                                                                                   |  |                                |         |   |                                |   |         |      |  |   |         |   |  |   |         |  
|Cash, end of period                                                                |  | $                              | 36,410  |   |                                | $ | 1,455   |      |  | $ | 36,410  |   |  | $ | 1,455   |  
|                                                                                   |  |                                |         |   |                                |   |         |      |  |   |         |   |  |   |         |  
|Supplemental disclosure of cash flow information:                                  |  |                                |         |   |                                |   |         |      |  |   |         |   |  |   |         |  
|Cash paid during the period for interest                                           |  | $                              | 6,574   |   |                                | $ | 8,019   |      |  | $ | 6,561   |   |  | $ | 8,019   |  
|Supplemental disclosure of non-cash transactions:                                  |  |                                |         |   |                                |   |         |      |  |   |         |   |  |   |         |  
|Tax distributions declared but not paid                                            |  | $                              | 740     |   |                                | $ | 20      |      |  | $ | 740     |   |  | $ | 20      |  
|Repurchase of members interests for consideration (notes payable) other than cash |  | $                              | 5,878   |   |                                | $ |        |      |  | $ |        |   |  | $ |        |  

See notes to consolidated financial statements.



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Norcraft Holdings, L.P.            Norcraft Companies, L.P.

Notes to Consolidated Financial Statements

(in thousands)

(unaudited)



|1. | Basis of Presentation
|-- | ---------------------

Norcraft Holdings L.L.C. was
formed on August 21, 2003, as a Delaware limited liability company to acquire all the outstanding membership units of Norcraft Companies L.L.C. On October 10, 2003, Norcraft Holdings L.L.C. converted to a Delaware Limited Partnership and
is now Norcraft Holdings, L.P. (Holdings). Holdings had no activity prior to its acquisition of Norcraft Companies L.L.C. on October 21, 2003 (the Acquisition). Concurrent with the Acquisition, Norcraft Companies L.L.C.
converted to a Delaware Limited Partnership and is now Norcraft Companies, L.P. (Norcraft). Norcraft is a separate public reporting company, and a 100% owned indirect subsidiary of Holdings. Holdings and Norcraft are collectively
referred to as the Company.

The consolidated financial statements of Holdings include the accounts of its 100% owned
subsidiary, Norcraft Intermediate Holdings, L.P., whose sole assets are Norcraft and Norcraft Capital Corp. In August 2004, Holdings and Norcraft Capital Corp. issued $118.0 million of 9 3/4% senior discount notes generating gross proceeds of
$80.3 million. Holdings and Norcraft Capital Corp. are the sole obligors of these notes. The net proceeds of this offering were used to make a distribution to Holdings limited partners. In addition, the consolidated financial statements of
Holdings also include the repurchase of the equity interests of two former employees in September 2006. Consideration for these repurchases was in the form of $2.0 million in cash and $5.9 million in unsecured notes payable. Principal on these
unsecured notes is payable in three equal, annual payments. These notes accrue interest at 8.45%, which is payable quarterly. Other than the foregoing debt obligations, related deferred issuance costs, and related interest and amortization expense,
all other assets, liabilities, income, expenses and cash flows of the consolidated financial statements of Holdings presented for all periods represent those of its wholly-owned subsidiary Norcraft.

Unless separately stated, the notes herein relate to both Holdings and Norcraft.

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and
with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, the interim consolidated financial statements and accompanying notes included herein should be read in conjunction with the more detailed information contained in the
Companys annual report on form 10-K for the year ended December 31, 2005, as filed with the Securities and Exchange Commission. The unaudited interim consolidated financial statements as of September 30, 2006 and 2005 and for the
three and nine months ended September 30, 2006 and 2005 include all normal recurring adjustments which management considers necessary for the fair presentation of financial position, results of operations and cash flows for the interim periods.



|2. | Stock-Based Compensation
|-- | ------------------------

Prior to January 1,
2006, the Company accounted for stock-based compensation using the minimum value method prescribed in Statement of Accounting Standards (SFAS) No. 123, Accounting for Stock-Based Compensation.On January 1,
2006, the Company adopted SFAS No. 123 (Revised 2004) Share-Based Payments (SFAS No. 123R), using the prospective transition method, which requires the application of the accounting standard on the first day of the
Companys fiscal year 2006 for grants issued or modified subsequent to the date of adoption.

Holdings has a Management Incentive Plan,
(the Plan) which provides for the grants of incentive Class D limited partnership units (the Class D Units) in Holdings to selected employees of the Company. Under the terms of the Plan the Class D Units begin to vest on the
December 31 following the date of grant with 50% of the Class D Units time-vesting over a 5 year period and 50% vesting over a 5 year period subject to the Company meeting certain performance based criteria in each of those years. Upon vesting,
each Class D Unit entitles the unit holder the option to purchase one Class A limited partnership interest in Holdings. All Class D Units will be issued with an exercise price equal to the then fair value of Holdings Class A limited
partnership units.

The fair value of the Class D Units granted is based on the Black-Scholes option-pricing model. Upon adoption of SFAS
No. 123R the Company is required to incorporate a volatility factor in the fair value calculation. The volatility factor is developed through the use of a sample of peer group companies. The peer group consists of publicly-traded companies that
operate in the Companys same industry. The Company granted 2,594,210 (of



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##### Table of Contents

which 500,000 were granted in the three months ended September 30, 2006) incentive Class D membership units during the nine months ended
September 30, 2006, the cumulative fair value of which was determined to be $2.1 million.

Compensation expense related to Class D
Units was $0.3 and $0.7 million for the three and nine months ended September 30, 2006, respectively, and $0.06 and $0.19 million for the three and nine months ended September 30, 2005, respectively. Because individuals receiving these
Class D Unit awards are employees of Norcraft, the compensation expense is recorded at the Norcraft level.

The following table sets forth
information about the fair value of the Class D Unit grant on the date of grant using the Black-Scholes option-pricing model and the weighted average assumptions used for such grant:



|                                                     |  |                          |      |   |                         |   |      |  
|---------------------------------------------------- |  | ------------------------ | ---- | - | ----------------------- | - | ---- | -
|                                                     |  | As of September 30, 2006 |      |   | As of December 31, 2005 |  
|Weighted-average fair value of Class D Units granted |  | $                        | 0.81 |   |                         | $ | 0.58 |  
|Dividend yield                                       |  |                          | 0.0  | % |                         |   | 0.0  | %
|Risk-free interest rate                              |  |                          | 4.54 | % |                         |   | 3.68 | %
|Volatility                                           |  |                          | 34.4 | % |                         |   | 0.0  | %
|Expected lives                                       |  |                          | 4.71 |   |                         |   | 4.00 |  

A summary of Class D Unit activity under the Plan is as follows:



|                    |  |                                     |   |  |                                |     
|------------------- |  | ----------------------------------- | - |  | ------------------------------ | ----
|                    |  | Nine Months EndedSeptember 30, 2006
|                    |  | Units                               |   |  | Weighted-AverageExercise Price
|Beginning balance   |  | 4,386,217                           |   |  | $                              | 0.45
|Granted             |  | 2,594,210                           |   |  | $                              | 2.12
|Forfeited           |  | (713,827                            | ) |  | $                              | 0.59
|                    |  |                                     |   |  |                                |     
|Ending balance      |  | 6,266,600                           |   |  | $                              | 0.51
|                    |  |                                     |   |  |                                |     
|Exercisable balance |  | 1,540,241                           |   |  | $                              | 0.51
|                    |  |                                     |   |  |                                |     

The intrinsic values of the issued and exercisable Class D Units at September 30, 2006 were
$9.2 million and $3.2 million, respectively.



|3. | Trade Accounts Receivable
|-- | -------------------------

Trade accounts
receivable consists of the following:



|                                           |  |                   |        |   |                  |   |        |  
|------------------------------------------ |  | ----------------- | ------ | - | ---------------- | - | ------ | -
|                                           |  | September 30,2006 |        |   | December 31,2005 |  
|Trade accounts receivable, gross           |  | $                 | 41,578 |   |                  | $ | 38,235 |  
|Less: Allowance for uncollectible accounts |  |                   | (1,024 | ) |                  |   | (1,220 | )
|                                           |  |                   |        |   |                  |   |        |  
|                                           |  | $                 | 40,554 |   |                  | $ | 37,015 |  
|                                           |  |                   |        |   |                  |   |        |  



|4. | Inventories
|-- | -----------

Inventories consist of the following:



|                           |  |                   |        |                  |   |       
|-------------------------- |  | ----------------- | ------ | ---------------- | - | ------
|                           |  | September 30,2006 |        | December 31,2005
|Raw materials and supplies |  | $                 | 13,747 |                  | $ | 11,982
|Work in process            |  |                   | 6,071  |                  |   | 7,231 
|Finished goods             |  |                   | 5,521  |                  |   | 4,984 
|                           |  |                   |        |                  |   |       
|                           |  | $                 | 25,339 |                  | $ | 24,197
|                           |  |                   |        |                  |   |       



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|5. | Intangible Assets
|-- | -----------------

Amortizable intangible assets
consist of the following:



|                         |  |                          |        |                         |                   |         |                      |  |                         |        |  |   |         |  
|------------------------ |  | ------------------------ | ------ | ----------------------- | ----------------- | ------- | -------------------- |  | ----------------------- | ------ |  | - | ------- | -
|                         |  | Norcraft Holdings, L.P.  |       
|                         |  | September 30, 2006       |        |                         | December 31, 2005 |        
|                         |  | Gross CarryingAmount     |        | AccumulatedAmortization |                   |         | Gross CarryingAmount |  | AccumulatedAmortization |       
|Customer relationships   |  | $                        | 67,000 |                         | $                 | (13,152 | )                    |  | $                       | 67,000 |  | $ | (9,803  | )
|Deferred financing costs |  |                          | 16,387 |                         |                   | (8,359  | )                    |  |                         | 15,628 |  |   | (7,232  | )
|                         |  |                          |        |                         |                   |         |                      |  |                         |        |  |   |         |  
|Total                    |  | $                        | 83,387 |                         | $                 | (21,511 | )                    |  | $                       | 82,628 |  | $ | (17,035 | )
|                         |  |                          |        |                         |                   |         |                      |  |                         |        |  |   |         |  
|                         | 
|                         |  | Norcraft Companies, L.P. |       
|                         |  | September 30, 2006       |        |                         | December 31, 2005 |        
|                         |  | Gross CarryingAmount     |        | AccumulatedAmortization |                   |         | Gross CarryingAmount |  | AccumulatedAmortization |       
|Customer relationships   |  | $                        | 67,000 |                         | $                 | (13,152 | )                    |  | $                       | 67,000 |  | $ | (9,803  | )
|Deferred financing costs |  |                          | 12,854 |                         |                   | (7,589  | )                    |  |                         | 12,095 |  |   | (6,751  | )
|                         |  |                          |        |                         |                   |         |                      |  |                         |        |  |   |         |  
|Total                    |  | $                        | 79,854 |                         | $                 | (20,741 | )                    |  | $                       | 79,095 |  | $ | (16,554 | )
|                         |  |                          |        |                         |                   |         |                      |  |                         |        |  |   |         |  

Intangible assets not subject to amortization consist of the following:



|            |  |                   |         |                  |   |        
|----------- |  | ----------------- | ------- | ---------------- | - | -------
|            |  | September 30,2006 |         | December 31,2005
|Goodwill    |  | $                 | 148,459 |                  | $ | 148,459
|Brand names |  |                   | 49,000  |                  |   | 49,000 
|            |  |                   |         |                  |   |        
|Total       |  | $                 | 197,459 |                  | $ | 197,459
|            |  |                   |         |                  |   |        

There were no impairment losses or other gains and losses on disposal of intangible assets for the
nine months ended September 30, 2006 and 2005.



|6. | Accrued Expenses
|-- | ----------------

Accrued expenses consist of the
following:



|                                            |  |                   |        |                  |   |       
|------------------------------------------- |  | ----------------- | ------ | ---------------- | - | ------
|                                            |  | September 30,2006 |        | December 31,2005
|Salaries, wages and employee benefits       |  | $                 | 12,186 |                  | $ | 8,573 
|Commissions, rebates and marketing programs |  |                   | 4,915  |                  |   | 4,430 
|Interest                                    |  |                   | 5,625  |                  |   | 2,250 
|Other                                       |  |                   | 6,450  |                  |   | 5,284 
|                                            |  |                   |        |                  |   |       
|                                            |  | $                 | 29,176 |                  | $ | 20,537
|                                            |  |                   |        |                  |   |       

Product warranty activity is as follows:



|                                   |  |                   |        |   |                   |   |        |  
|---------------------------------- |  | ----------------- | ------ | - | ----------------- | - | ------ | -
|                                   |  | September 30,2006 |        |   | September 30,2005 |  
|Beginning Balance  December 31    |  | $                 | 843    |   |                   | $ | 520    |  
|Accruals for warranties  current  |  |                   | 3,626  |   |                   |   | 3,332  |  
|Settlements made during the period |  |                   | (3,475 | ) |                   |   | (3,121 | )
|                                   |  |                   |        |   |                   |   |        |  
|Ending Balance  September 30      |  | $                 | 994    |   |                   | $ | 731    |  
|                                   |  |                   |        |   |                   |   |        |  

Product warranty is a component of the Other category in the accrued expenses table
above.



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|7. | Long-term Debt
|-- | --------------

Long-term debt consists of the
following:



|                                                                                                                                     |  |                         |         |                          |   |                   |  |                  |         |  |   |        
|------------------------------------------------------------------------------------------------------------------------------------ |  | ----------------------- | ------- | ------------------------ | - | ----------------- |  | ---------------- | ------- |  | - | -------
|                                                                                                                                     |  | Norcraft Holdings, L.P. |         | Norcraft Companies, L.P.
|                                                                                                                                     |  | September 30,2006       |         | December 31,2005         |   | September 30,2006 |  | December 31,2005
|Senior subordinated notes payable (due in 2011 with semi-annual interest payments at 9%)                                             |  | $                       | 150,000 |                          | $ | 150,000           |  | $                | 150,000 |  | $ | 150,000
|Senior discount notes payable (due in 2012 with interest accreting at 9.75%)                                                         |  |                         | 98,335  |                          |   | 91,567            |  |                  |        |  |   |       
|Unsecured term notes payable to former members (due in 2009 with annual principal payments and quarterly interest payments of
8.45%) |  |                         | 5,878   |                          |   |                  |  |                  |        |  |   |       
|                                                                                                                                     |  |                         |         |                          |   |                   |  |                  |         |  |   |        
|Long term debt                                                                                                                       |  | $                       | 254,213 |                          | $ | 241,567           |  | $                | 150,000 |  | $ | 150,000
|                                                                                                                                     |  |                         |         |                          |   |                   |  |                  |         |  |   |        

Senior Credit Facility

On October 21, 2003, concurrent with the Acquisition, Norcraft Companies, L.P. entered into a $70.0 million senior credit facility with a third party
for up to $25.0 million in available revolving funds and a $45.0 million term loan with an original maturity of October 21, 2008 (the Original Agreement). Advance debt payments were made on this term loan, and it was repaid in full
during 2005.

On May 2, 2006, the Company entered into an amended and restated credit facility (the Amended Agreement) with
the same parties as the Original Agreement. The Original Agreement provided a $25.0 million revolving credit facility and a $45.0 million term loan facility. The Amended Agreement increased the facility to $60.0 million, removed the term loan
facility, modified the interest rate, and changed certain covenants as described further below.

Borrowings under the amended revolving
credit facility are available until its maturity for use for general corporate purposes, including acquisitions of assets and capital stock of other companies, to the extent permitted by the Amended Agreement. The amended revolving credit facility
matures on May 2, 2011 and has no scheduled amortization or commitment reductions.

Borrowings under the Amended Agreement bear
interest at a variable interest rate based on either an adjusted LIBOR rate or an alternate base rate plus an applicable margin of 1.75% and 0.75%, respectively. The applicable margin percentage will be subject to adjustment in the future based on
the ratio of Norcrafts consolidated indebtedness to its consolidated EBITDA. On the last day of each calendar quarter, Norcraft is required to pay each lender under the Amended Agreement a 0.375% per annum commitment fee in respect of any
unused commitments of such lender under the revolving loan facility.

The Amended Agreement includes customary representations and
warranties and affirmative and negative covenants substantially similar to those in the Original Agreement. The Amended Agreement contains covenants, which, among other things, limit: (i) additional indebtedness; (ii) dividends;
(iii) capital expenditures and (iv) acquisitions, mergers and consolidations. The Amended Agreement also contains certain financial covenants, including maximum leverage ratio, minimum interest coverage ratio and minimum fixed charge
coverage ratio. Indebtedness under the Amended Agreement is secured by substantially all of Norcrafts assets, including its real and personal property, inventory, accounts receivable, intellectual property and other intangibles. In addition,
the Amended Agreement is guaranteed by Intermediate Holdings and secured by its assets (including Norcrafts equity interests), as well as guaranteed by and secured by the equity interests and substantially all of the assets of Norcrafts
subsidiaries.

The Amended Agreement also contains customary events of default, and upon the occurrence of such events of default, the
outstanding obligations under the Amended Agreement may be accelerated and become due and payable immediately.

Approximately $5.0 million
of letters of credit were outstanding at September 30, 2006 and December 31, 2005. The total available credit under the revolver at September 30, 2006 and December 31, 2005 was $55.0 million and $20.0 million, respectively. No
amounts were outstanding under the senior credit facility at December 31, 2005 or September 30, 2006.



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Norcraft Senior Subordinated Notes

On October 21, 2003, Norcraft and Norcraft Finance Corp., a 100% owned finance subsidiary of Norcraft issued, on a joint and several basis, $150.0
million, 9% senior subordinated notes due in 2011 (the Senior Subordinated Notes), Norcraft Finance Corp. was formed on September 26, 2003 and has no operations. Interest accrues on the Senior Subordinated Notes and is payable
semiannually on May 1 and November 1of each year, commencing May 1, 2004 at a rate of 9% per annum. The Senior Subordinated Notes are subordinated to all existing and future senior debt, including indebtedness under the senior
credit facility.

Subsequent to November 1, 2007, Norcraft has the option to redeem the notes, in whole or part, at a redemption price
equal to 100% of the principal amount plus a premium declining ratably to par, plus accrued and unpaid interest. At any time prior to November 1, 2006, Norcraft may redeem up to 35% of the aggregate principal amount of the notes with the
proceeds of qualified equity offerings at a redemption price equal to 109% of the principal amount, plus accrued and unpaid interest.

If
Norcraft experiences a change of control prior to November 1, 2007, they may redeem all, but not less than all, of the Senior Subordinated Notes at a redemption price equal to 100% of the principal amount plus a make-whole premium as defined.

If Norcraft experiences a change of control subsequent to November 1, 2007, it may be required to offer to purchase the Senior
Subordinated Notes at a purchase price equal to 101% of the principal amount, plus accrued and unpaid interest.

Additionally, the terms of
the indenture governing the Senior Subordinated Notes limit the Companys ability to, among other things, incur additional indebtedness, dispose of assets, make acquisitions, make other investments, pay dividends and make various other
payments. The terms also include cross-default provisions. The indenture also contains certain financial covenants including maximum leverage ratio, minimum interest coverage ratio and minimum fixed charge coverage ratio. Norcraft was in compliance
with these financial covenants at September 30, 2006.

Holdings Senior Discount Notes

On August 17, 2004, Holdings and Norcraft Capital Corp., a 100% owned finance subsidiary of Holdings issued, on a joint and several basis, $118.0
million aggregate principal amount at maturity ($80.3 million gross proceeds) of 9 3/4% Senior Discount Notes due 2012 (the Senior Notes). The net proceeds of this offering were used to make a distribution to Holdings limited
partners. Norcraft Capital Corp. was formed on August 12, 2004 and has no operations. Interest accrues on the Senior Notes in the form of an increase in the accreted value of the note prior to September 1, 2008. Thereafter, cash interest
on the Senior Notes will accrue and be payable semiannually in arrears on March 1 and September 1 of each year, commencing March 1, 2009 at a rate of 93/4% per annum. Holdings has no independent operating assets or liabilities other than its investment in Norcraft.

At any time on or after September 1, 2008, Holdings may redeem the Senior Notes, in whole or in part, at a redemption price equal to 100% of the
principal amount plus a premium, declining ratably to par, plus accrued and unpaid interest. At any time on or prior to September 1, 2007, Holdings may redeem up to 35% of the aggregate accreted value of the Senior Notes with the proceeds
of qualified equity offerings at a redemption price equal to 109.75% of the accreted value.

If Holdings experiences a change in control
prior to September 1, 2008, it may redeem all, but not less than all, of the Senior Notes at a purchase price equal to 100% of the accreted value plus a make-whole premium as defined.

If Holdings experiences a change in control prior to September 1, 2008, it may be required to offer to purchase the Senior Notes at a purchase price
equal to 101% of the accreted value plus accrued and unpaid interest. Additionally, the terms of the indenture governing the Senior Notes limit Holdings ability to, among other things, incur additional indebtedness, dispose of assets, make
acquisitions, make other investments, pay dividends and make various other payments. The terms also include cross-default provisions. The indenture also contains certain financial covenants including maximum leverage ratio, minimum interest coverage
ratio and minimum fixed charge coverage ratio. Holdings was in compliance with these financial covenants at September 30, 2006.

Norcrafts senior credit facility and the indenture governing the Senior Subordinated Notes each contain restrictions on Norcrafts ability to pay dividends and make certain other payments to Holdings. Pursuant to each
arrangement, Norcraft may be subject to certain limitations, including with respect to its ability to pay dividends or



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make such payments in connection with (i) repurchases of certain interests of Holdings, (ii) the payment by Holdings of taxes, costs and other
expenses required to maintain its legal existence and legal, accounting and other overhead costs in the ordinary course of business and (iii) permitted income tax distributions by Holdings to its limited partners.

Unsecured Notes

In September 2006,
Holdings repurchased the equity interests of two former employees. Consideration for these repurchases was in the form of $2.0 million in cash and $5.9 million in unsecured notes payable (the Unsecured Notes). Principal on these
unsecured notes is payable in three equal, annual payments. These notes accrue interest at 8.45%, which is payable quarterly.



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|8. | Condensed Consolidating Financial Statements
|-- | --------------------------------------------

The
following represents certain condensed consolidating financial information as of September 30, 2006 and December 31, 2005 and for the periods ended September 30, 2006 and 2005 for the issuers and for Norcraft Canada Corporation, a
wholly-owned subsidiary of Norcraft, which fully and unconditionally guarantees the senior subordinated notes. In addition, the terms and conditions of the Senior Subordinated Notes limit Norcrafts ability to pay dividends or other payments to
Holdings. In this regard, the net assets of Norcraft are deemed to be restricted assets of Holdings. As such, condensed financial information for Holdings is also presented.

CONDENSED CONSOLIDATING BALANCE SHEETS

As of September 30, 2006



|                                       |  |                            |         |                         |   |                |  |               |       |  |                                     |        |                        |  |               |         |  |                                    |         |  |   |          |   |  |   |        
|-------------------------------------- |  | -------------------------- | ------- | ----------------------- | - | -------------- |  | ------------- | ----- |  | ----------------------------------- | ------ | ---------------------- |  | ------------- | ------- |  | ---------------------------------- | ------- |  | - | -------- | - |  | - | -------
|                                       |  | NorcraftCompanies,L.P. (1) |         | NorcraftFinanceCorp (1) |   | NorcraftCanada |  | Elim-inations |       |  | ConsolidatedNorcraftCompanies, L.P. |        | NorcraftHoldings, L.P. |  | Elim-inations |         |  | ConsolidatedNorcraftHoldings, L.P.
|Current Assets                         |  | $                          | 100,842 |                         | $ |               |  | $             | 2,487 |  | $                                   |       |                        |  | $             | 103,329 |  | $                                  |        |  | $ |         |   |  | $ | 103,329
|Property, plant & equipment            |  |                            | 32,497  |                         |   |               |  |               | 4,593 |  |                                     |       |                        |  |               | 37,090  |  |                                    |        |  |   |         |   |  |   | 37,090 
|Investments in subsidiary              |  |                            | 2,122   |                         |   |               |  |               |      |  |                                     | (2,122 | )                      |  |               |        |  |                                    | 213,866 |  |   | (213,866 | ) |  |   |       
|Other assets                           |  |                            | 270,217 |                         |   |               |  |               | 213   |  |                                     | (4,596 | )                      |  |               | 265,834 |  |                                    | 2,763   |  |   |         |   |  |   | 268,597
|                                       |  |                            |         |                         |   |                |  |               |       |  |                                     |        |                        |  |               |         |  |                                    |         |  |   |          |   |  |   |        
|Total assets                           |  | $                          | 405,678 |                         | $ |               |  | $             | 7,293 |  | $                                   | (6,718 | )                      |  | $             | 406,253 |  | $                                  | 216,629 |  | $ | (213,866 | ) |  | $ | 409,016
|                                       |  |                            |         |                         |   |                |  |               |       |  |                                     |        |                        |  |               |         |  |                                    |         |  |   |          |   |  |   |        
|Current liabilities                    |  | $                          | 41,812  |                         | $ |               |  | $             | 575   |  | $                                   |       |                        |  | $             | 42,387  |  | $                                  |        |  | $ |         |   |  | $ | 42,387 
|Long-term debt                         |  |                            | 150,000 |                         |   |               |  |               | 4,596 |  |                                     | (4,596 | )                      |  |               | 150,000 |  |                                    | 104,213 |  |   |         |   |  |   | 254,213
|Members' equity subject to put request |  |                            |        |                         |   |               |  |               |      |  |                                     |       |                        |  |               |        |  |                                    | 53,962  |  |   |         |   |  |   | 53,962 
|Member's equity                        |  |                            | 213,866 |                         |   |               |  |               | 2,122 |  |                                     | (2,122 | )                      |  |               | 213,866 |  |                                    | 58,454  |  |   | (213,866 | ) |  |   | 58,454 
|                                       |  |                            |         |                         |   |                |  |               |       |  |                                     |        |                        |  |               |         |  |                                    |         |  |   |          |   |  |   |        
|Total liabilities & member's equity    |  | $                          | 405,678 |                         | $ |               |  | $             | 7,293 |  | $                                   | (6,718 | )                      |  | $             | 406,253 |  | $                                  | 216,629 |  | $ | (213,866 | ) |  | $ | 409,016
|                                       |  |                            |         |                         |   |                |  |               |       |  |                                     |        |                        |  |               |         |  |                                    |         |  |   |          |   |  |   |        
|                                      
|As of December 31, 2005               
|                                       |  |                            |         |                         |   |                |  |              
|                                       |  | NorcraftCompanies,L.P. (1) |         | NorcraftFinanceCorp (1) |   | NorcraftCanada |  | Elim-inations |       |  | ConsolidatedNorcraftCompanies, L.P. |        | NorcraftHoldings, L.P. |  | Elim-inations |         |  | ConsolidatedNorcraftHoldings, L.P.
|Current Assets                         |  | $                          | 62,207  |                         | $ |               |  | $             | 1,859 |  | $                                   |       |                        |  | $             | 64,066  |  | $                                  |        |  | $ |         |   |  | $ | 64,066 
|Property, plant & equipment            |  |                            | 31,958  |                         |   |               |  |               | 4,527 |  |                                     |       |                        |  |               | 36,485  |  |                                    |        |  |   |         |   |  |   | 36,485 
|Investments in subsidiary              |  |                            | 2,099   |                         |   |               |  |               |      |  |                                     | (2,099 | )                      |  |               |        |  |                                    | 186,085 |  |   | (186,085 | ) |  |   |       
|Other assets                           |  |                            | 272,242 |                         |   |               |  |               | 213   |  |                                     | (3,901 | )                      |  |               | 268,554 |  |                                    | 3,052   |  |   |         |   |  |   | 271,606
|                                       |  |                            |         |                         |   |                |  |               |       |  |                                     |        |                        |  |               |         |  |                                    |         |  |   |          |   |  |   |        
|Total assets                           |  | $                          | 368,506 |                         | $ |               |  | $             | 6,599 |  | $                                   | (6,000 | )                      |  | $             | 369,105 |  | $                                  | 189,137 |  | $ | (186,085 | ) |  | $ | 372,157
|                                       |  |                            |         |                         |   |                |  |               |       |  |                                     |        |                        |  |               |         |  |                                    |         |  |   |          |   |  |   |        
|Current liabilities                    |  | $                          | 32,421  |                         | $ |               |  | $             | 599   |  | $                                   |       |                        |  | $             | 33,020  |  | $                                  |        |  | $ |         |   |  | $ | 33,020 
|Long-term debt                         |  |                            | 150,000 |                         |   |               |  |               | 3,901 |  |                                     | (3,901 | )                      |  |               | 150,000 |  |                                    | 91,567  |  |   |         |   |  |   | 241,567
|Members' equity subject to put request |  |                            |        |                         |   |               |  |               |      |  |                                     |       |                        |  |               |        |  |                                    | 46,094  |  |   |         |   |  |   | 46,094 
|Member's equity                        |  |                            | 186,085 |                         |   |               |  |               | 2,099 |  |                                     | (2,099 | )                      |  |               | 186,085 |  |                                    | 51,476  |  |   | (186,085 | ) |  |   | 51,476 
|                                       |  |                            |         |                         |   |                |  |               |       |  |                                     |        |                        |  |               |         |  |                                    |         |  |   |          |   |  |   |        
|Total liabilities & member's equity    |  | $                          | 368,506 |                         | $ |               |  | $             | 6,599 |  | $                                   | (6,000 | )                      |  | $             | 369,105 |  | $                                  | 189,137 |  | $ | (186,085 | ) |  | $ | 372,157
|                                       |  |                            |         |                         |   |                |  |               |       |  |                                     |        |                        |  |               |         |  |                                    |         |  |   |          |   |  |   |        

---

|(1) | Co-issuers
|--- | ----------



15



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##### Table of Contents

CONDENSED CONSOLIDATING INCOME STATEMENTS

For the Three Months Ended September 30, 2006



|                                              |  |                            |         |   |                         |   |                |  |   |               |   |  |                                     |        |                        |  |               |         |  |                                    |        |  |   |         |   |  |   |        
|--------------------------------------------- |  | -------------------------- | ------- | - | ----------------------- | - | -------------- |  | - | ------------- | - |  | ----------------------------------- | ------ | ---------------------- |  | ------------- | ------- |  | ---------------------------------- | ------ |  | - | ------- | - |  | - | -------
|                                              |  | NorcraftCompanies,L.P. (1) |         |   | NorcraftFinanceCorp (1) |   | NorcraftCanada |  |   | Elim-inations |   |  | ConsolidatedNorcraftCompanies, L.P. |        | NorcraftHoldings, L.P. |  | Elim-inations |         |  | ConsolidatedNorcraftHoldings, L.P.
|Net sales                                     |  | $                          | 114,044 |   |                         | $ |               |  | $ | 3,685         |   |  | $                                   | (3,685 | )                      |  | $             | 114,044 |  | $                                  |       |  | $ |        |   |  | $ | 114,044
|Cost of sales                                 |  |                            | 76,612  |   |                         |   |               |  |   | 3,748         |   |  |                                     | (3,685 | )                      |  |               | 76,675  |  |                                    |       |  |   |        |   |  |   | 76,675 
|                                              |  |                            |         |   |                         |   |                |  |   |               |   |  |                                     |        |                        |  |               |         |  |                                    |        |  |   |         |   |  |   |        
|Gross profit                                  |  |                            | 37,432  |   |                         |   |               |  |   | (63           | ) |  |                                     |       |                        |  |               | 37,369  |  |                                    |       |  |   |        |   |  |   | 37,369 
|Equity in earnings of subsidiary              |  |                            | (109    | ) |                         |   |               |  |   |              |   |  |                                     | 109    |                        |  |               |        |  |                                    | 14,637 |  |   | (14,637 | ) |  |   |       
|Selling, general and administrative expenses  |  |                            | 19,192  |   |                         |   |               |  |   | 43            |   |  |                                     |       |                        |  |               | 19,235  |  |                                    |       |  |   |        |   |  |   | 19,235 
|                                              |  |                            |         |   |                         |   |                |  |   |               |   |  |                                     |        |                        |  |               |         |  |                                    |        |  |   |         |   |  |   |        
|Income (loss) from operations                 |  |                            | 18,131  |   |                         |   |               |  |   | (106          | ) |  |                                     | 109    |                        |  |               | 18,134  |  |                                    | 14,637 |  |   | (14,637 | ) |  |   | 18,134 
|Other expense:                                |  |                            |         |   |                         |   |                |  |   |               |   |  |                                     |        |                        |  |               |         |  |                                    |        |  |   |         |   |  |   |        
|Interest expense                              |  |                            | 3,172   |   |                         |   |               |  |   | (1            | ) |  |                                     |       |                        |  |               | 3,171   |  |                                    | 2,317  |  |   |        |   |  |   | 5,488  
|Amortization of deferred financing            |  |                            | 269     |   |                         |   |               |  |   |              |   |  |                                     |       |                        |  |               | 269     |  |                                    | 99     |  |   |        |   |  |   | 368    
|Other, net                                    |  |                            | 53      |   |                         |   |               |  |   | 4             |   |  |                                     |       |                        |  |               | 57      |  |                                    |       |  |   |        |   |  |   | 57     
|                                              |  |                            |         |   |                         |   |                |  |   |               |   |  |                                     |        |                        |  |               |         |  |                                    |        |  |   |         |   |  |   |        
|                                              |  |                            | 3,494   |   |                         |   |               |  |   | 3             |   |  |                                     |       |                        |  |               | 3,497   |  |                                    | 2,416  |  |   |        |   |  |   | 5,913  
|                                              |  |                            |         |   |                         |   |                |  |   |               |   |  |                                     |        |                        |  |               |         |  |                                    |        |  |   |         |   |  |   |        
|Net income                                    |  | $                          | 14,637  |   |                         | $ |               |  | $ | (109          | ) |  | $                                   | 109    |                        |  | $             | 14,637  |  | $                                  | 12,221 |  | $ | (14,637 | ) |  | $ | 12,221 
|                                              |  |                            |         |   |                         |   |                |  |   |               |   |  |                                     |        |                        |  |               |         |  |                                    |        |  |   |         |   |  |   |        
|                                             
|For the Three Months Ended September 30, 2005
|                                              |  |                            |         |   |                         |   |                | 
|                                              |  | NorcraftCompanies,L.P. (1) |         |   | NorcraftFinanceCorp (1) |   | NorcraftCanada |  |   | Elim-inations |   |  | ConsolidatedNorcraftCompanies, L.P. |        | NorcraftHoldings, L.P. |  | Elim-inations |         |  | ConsolidatedNorcraftHoldings, L.P.
|Net sales                                     |  | $                          | 105,630 |   |                         | $ |               |  | $ | 3,703         |   |  | $                                   | (3,703 | )                      |  | $             | 105,630 |  | $                                  |       |  | $ |        |   |  | $ | 105,630
|Cost of sales                                 |  |                            | 74,170  |   |                         |   |               |  |   | 3,693         |   |  |                                     | (3,703 | )                      |  |               | 74,160  |  |                                    |       |  |   |        |   |  |   | 74,160 
|                                              |  |                            |         |   |                         |   |                |  |   |               |   |  |                                     |        |                        |  |               |         |  |                                    |        |  |   |         |   |  |   |        
|Gross profit                                  |  |                            | 31,460  |   |                         |   |               |  |   | 10            |   |  |                                     |       |                        |  |               | 31,470  |  |                                    |       |  |   |        |   |  |   | 31,470 
|Equity in earnings of subsidiary              |  |                            | (66     | ) |                         |   |               |  |   |              |   |  |                                     | 66     |                        |  |               |        |  |                                    | 10,718 |  |   | (10,718 | ) |  |   |       
|Selling, general and administrative expenses  |  |                            | 15,910  |   |                         |   |               |  |   | 88            |   |  |                                     |       |                        |  |               | 15,998  |  |                                    |       |  |   |        |   |  |   | 15,998 
|                                              |  |                            |         |   |                         |   |                |  |   |               |   |  |                                     |        |                        |  |               |         |  |                                    |        |  |   |         |   |  |   |        
|Income (loss) from operations                 |  |                            | 15,484  |   |                         |   |               |  |   | (78           | ) |  |                                     | 66     |                        |  |               | 15,472  |  |                                    | 10,718 |  |   | (10,718 | ) |  |   | 15,472 
|Other expense:                                |  |                            |         |   |                         |   |                |  |   |               |   |  |                                     |        |                        |  |               |         |  |                                    |        |  |   |         |   |  |   |        
|Interest expense                              |  |                            | 3,670   |   |                         |   |               |  |   |              |   |  |                                     |       |                        |  |               | 3,670   |  |                                    | 2,095  |  |   |        |   |  |   | 5,765  
|Amortization of deferred financing            |  |                            | 1,066   |   |                         |   |               |  |   |              |   |  |                                     |       |                        |  |               | 1,066   |  |                                    | 88     |  |   |        |   |  |   | 1,154  
|Other, net                                    |  |                            | 30      |   |                         |   |               |  |   | (12           | ) |  |                                     |       |                        |  |               | 18      |  |                                    |       |  |   |        |   |  |   | 18     
|                                              |  |                            |         |   |                         |   |                |  |   |               |   |  |                                     |        |                        |  |               |         |  |                                    |        |  |   |         |   |  |   |        
|                                              |  |                            | 4,766   |   |                         |   |               |  |   | (12           | ) |  |                                     |       |                        |  |               | 4,754   |  |                                    | 2,183  |  |   |        |   |  |   | 6,937  
|                                              |  |                            |         |   |                         |   |                |  |   |               |   |  |                                     |        |                        |  |               |         |  |                                    |        |  |   |         |   |  |   |        
|Net income                                    |  | $                          | 10,718  |   |                         | $ |               |  | $ | (66           | ) |  | $                                   | 66     |                        |  | $             | 10,718  |  | $                                  | 8,535  |  | $ | (10,718 | ) |  | $ | 8,535  
|                                              |  |                            |         |   |                         |   |                |  |   |               |   |  |                                     |        |                        |  |               |         |  |                                    |        |  |   |         |   |  |   |        



16



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##### Table of Contents

CONDENSED CONSOLIDATING INCOME STATEMENTS

For the Nine Months Ended September 30, 2006



|                                             |  |                            |         |   |                         |   |                |  |   |               |   |  |                                     |         |                        |  |               |         |  |                                    |        |  |   |         |   |  |   |        
|-------------------------------------------- |  | -------------------------- | ------- | - | ----------------------- | - | -------------- |  | - | ------------- | - |  | ----------------------------------- | ------- | ---------------------- |  | ------------- | ------- |  | ---------------------------------- | ------ |  | - | ------- | - |  | - | -------
|                                             |  | NorcraftCompanies,L.P. (1) |         |   | NorcraftFinanceCorp (1) |   | NorcraftCanada |  |   | Elim-inations |   |  | ConsolidatedNorcraftCompanies, L.P. |         | NorcraftHoldings, L.P. |  | Elim-inations |         |  | ConsolidatedNorcraftHoldings, L.P.
|Net sales                                    |  | $                          | 344,586 |   |                         | $ |               |  | $ | 13,025        |   |  | $                                   | (13,025 | )                      |  | $             | 344,586 |  | $                                  |       |  | $ |        |   |  | $ | 344,586
|Cost of sales                                |  |                            | 235,958 |   |                         |   |               |  |   | 12,751        |   |  |                                     | (13,025 | )                      |  |               | 235,684 |  |                                    |       |  |   |        |   |  |   | 235,684
|                                             |  |                            |         |   |                         |   |                |  |   |               |   |  |                                     |         |                        |  |               |         |  |                                    |        |  |   |         |   |  |   |        
|Gross profit                                 |  |                            | 108,628 |   |                         |   |               |  |   | 274           |   |  |                                     |        |                        |  |               | 108,902 |  |                                    |       |  |   |        |   |  |   | 108,902
|Equity in earnings of subsidiary             |  |                            | (37     | ) |                         |   |               |  |   |              |   |  |                                     | 37      |                        |  |               |        |  |                                    | 40,240 |  |   | (40,240 | ) |  |   |       
|Selling, general and administrative expenses |  |                            | 57,470  |   |                         |   |               |  |   | 288           |   |  |                                     |        |                        |  |               | 57,758  |  |                                    |       |  |   |        |   |  |   | 57,758 
|                                             |  |                            |         |   |                         |   |                |  |   |               |   |  |                                     |         |                        |  |               |         |  |                                    |        |  |   |         |   |  |   |        
|Income (loss) from operations                |  |                            | 51,121  |   |                         |   |               |  |   | (14           | ) |  |                                     | 37      |                        |  |               | 51,144  |  |                                    | 40,240 |  |   | (40,240 | ) |  |   | 51,144 
|Other expense:                               |  |                            |         |   |                         |   |                |  |   |               |   |  |                                     |         |                        |  |               |         |  |                                    |        |  |   |         |   |  |   |        
|Interest expense                             |  |                            | 9,937   |   |                         |   |               |  |   | (1            | ) |  |                                     |        |                        |  |               | 9,936   |  |                                    | 6,781  |  |   |        |   |  |   | 16,717 
|Amortization of deferred financing           |  |                            | 837     |   |                         |   |               |  |   |              |   |  |                                     |        |                        |  |               | 837     |  |                                    | 289    |  |   |        |   |  |   | 1,126  
|Other, net                                   |  |                            | 107     |   |                         |   |               |  |   | 24            |   |  |                                     |        |                        |  |               | 131     |  |                                    |       |  |   |        |   |  |   | 131    
|                                             |  |                            |         |   |                         |   |                |  |   |               |   |  |                                     |         |                        |  |               |         |  |                                    |        |  |   |         |   |  |   |        
|                                             |  |                            | 10,881  |   |                         |   |               |  |   | 23            |   |  |                                     |        |                        |  |               | 10,904  |  |                                    | 7,070  |  |   |        |   |  |   | 17,974 
|                                             |  |                            |         |   |                         |   |                |  |   |               |   |  |                                     |         |                        |  |               |         |  |                                    |        |  |   |         |   |  |   |        
|Net income                                   |  | $                          | 40,240  |   |                         | $ |               |  | $ | (37           | ) |  | $                                   | 37      |                        |  | $             | 40,240  |  | $                                  | 33,170 |  | $ | (40,240 | ) |  | $ | 33,170 
|                                             |  |                            |         |   |                         |   |                |  |   |               |   |  |                                     |         |                        |  |               |         |  |                                    |        |  |   |         |   |  |   |        
|                                            
|For the Nine Months Ended September 30, 2005
|                                             |  |                            |         |   |                         |   |                | 
|                                             |  | NorcraftCompanies,L.P. (1) |         |   | NorcraftFinanceCorp (1) |   | NorcraftCanada |  |   | Elim-inations |   |  | ConsolidatedNorcraftCompanies, L.P. |         | NorcraftHoldings, L.P. |  | Elim-inations |         |  | ConsolidatedNorcraftHoldings, L.P.
|Net sales                                    |  | $                          | 301,671 |   |                         | $ |               |  | $ | 9,497         |   |  | $                                   | (9,497  | )                      |  | $             | 301,671 |  | $                                  |       |  | $ |        |   |  | $ | 301,671
|Cost of sales                                |  |                            | 210,447 |   |                         |   |               |  |   | 9,152         |   |  |                                     | (9,497  | )                      |  |               | 210,102 |  |                                    |       |  |   |        |   |  |   | 210,102
|                                             |  |                            |         |   |                         |   |                |  |   |               |   |  |                                     |         |                        |  |               |         |  |                                    |        |  |   |         |   |  |   |        
|Gross profit                                 |  |                            | 91,224  |   |                         |   |               |  |   | 345           |   |  |                                     |        |                        |  |               | 91,569  |  |                                    |       |  |   |        |   |  |   | 91,569 
|Equity in earnings of subsidiary             |  |                            | 101     |   |                         |   |               |  |   |              |   |  |                                     | (101    | )                      |  |               |        |  |                                    | 30,074 |  |   | (30,074 | ) |  |   |       
|Selling, general and administrative expenses |  |                            | 47,461  |   |                         |   |               |  |   | 256           |   |  |                                     |        |                        |  |               | 47,717  |  |                                    |       |  |   |        |   |  |   | 47,717 
|                                             |  |                            |         |   |                         |   |                |  |   |               |   |  |                                     |         |                        |  |               |         |  |                                    |        |  |   |         |   |  |   |        
|Income (loss) from operations                |  |                            | 43,864  |   |                         |   |               |  |   | 89            |   |  |                                     | (101    | )                      |  |               | 43,852  |  |                                    | 30,074 |  |   | (30,074 | ) |  |   | 43,852 
|Other expense:                               |  |                            |         |   |                         |   |                |  |   |               |   |  |                                     |         |                        |  |               |         |  |                                    |        |  |   |         |   |  |   |        
|Interest expense                             |  |                            | 11,395  |   |                         |   |               |  |   |              |   |  |                                     |        |                        |  |               | 11,395  |  |                                    | 6,154  |  |   |        |   |  |   | 17,549 
|Amortization of deferred financing           |  |                            | 2,253   |   |                         |   |               |  |   |              |   |  |                                     |        |                        |  |               | 2,253   |  |                                    | 262    |  |   |        |   |  |   | 2,515  
|Other, net                                   |  |                            | 142     |   |                         |   |               |  |   | (12           | ) |  |                                     |        |                        |  |               | 130     |  |                                    |       |  |   |        |   |  |   | 130    
|                                             |  |                            |         |   |                         |   |                |  |   |               |   |  |                                     |         |                        |  |               |         |  |                                    |        |  |   |         |   |  |   |        
|                                             |  |                            | 13,790  |   |                         |   |               |  |   | (12           | ) |  |                                     |        |                        |  |               | 13,778  |  |                                    | 6,416  |  |   |        |   |  |   | 20,194 
|                                             |  |                            |         |   |                         |   |                |  |   |               |   |  |                                     |         |                        |  |               |         |  |                                    |        |  |   |         |   |  |   |        
|Net income                                   |  | $                          | 30,074  |   |                         | $ |               |  | $ | 101           |   |  | $                                   | (101    | )                      |  | $             | 30,074  |  | $                                  | 23,658 |  | $ | (30,074 | ) |  | $ | 23,658 
|                                             |  |                            |         |   |                         |   |                |  |   |               |   |  |                                     |         |                        |  |               |         |  |                                    |        |  |   |         |   |  |   |        



17



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##### Table of Contents

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the Nine Months Ended September 30, 2006



|                                             |  |                            |         |   |                         |   |                |  |   |               |   |  |                                     |      |   |                        |   |         |               |  |   |                                    |   |  |   |         |   |  |   |         |  
|-------------------------------------------- |  | -------------------------- | ------- | - | ----------------------- | - | -------------- |  | - | ------------- | - |  | ----------------------------------- | ---- | - | ---------------------- | - | ------- | ------------- |  | - | ---------------------------------- | - |  | - | ------- | - |  | - | ------- | -
|                                             |  | NorcraftCompanies,L.P. (1) |         |   | NorcraftFinanceCorp (1) |   | NorcraftCanada |  |   | Elim-inations |   |  | ConsolidatedNorcraftCompanies, L.P. |      |   | NorcraftHoldings, L.P. |   |         | Elim-inations |  |   | ConsolidatedNorcraftHoldings, L.P. |  
|Cash flows from operating activities         |  | $                          | 59,838  |   |                         | $ |               |  | $ | 93            |   |  | $                                   |     |   |                        | $ | 59,931  |               |  | $ | (13                                | ) |  | $ |        |   |  | $ | 59,918  |  
|Cash flows from investing activities         |  |                            | (9,695  | ) |                         |   |               |  |   | (457          | ) |  |                                     | 695  |   |                        |   | (9,457  | )             |  |   | 12,511                             |   |  |   | (12,511 | ) |  |   | (9,457  | )
|Cash flows from financing activities         |  |                            | (14,935 | ) |                         |   |               |  |   | 695           |   |  |                                     | (695 | ) |                        |   | (14,935 | )             |  |   | (12,498                            | ) |  |   | 12,511  |   |  |   | (14,922 | )
|Cumulative translation adjustment            |  |                            |        |   |                         |   |               |  |   | (62           | ) |  |                                     |     |   |                        |   | (62     | )             |  |   |                                   |   |  |   |        |   |  |   | (62     | )
|                                             |  |                            |         |   |                         |   |                |  |   |               |   |  |                                     |      |   |                        |   |         |               |  |   |                                    |   |  |   |         |   |  |   |         |  
|Net increase (decrease) in cash              |  |                            | 35,208  |   |                         |   |               |  |   | 269           |   |  |                                     |     |   |                        |   | 35,477  |               |  |   |                                   |   |  |   |        |   |  |   | 35,477  |  
|Cash, beginning of period                    |  |                            | 854     |   |                         |   |               |  |   | 79            |   |  |                                     |     |   |                        |   | 933     |               |  |   |                                   |   |  |   |        |   |  |   | 933     |  
|                                             |  |                            |         |   |                         |   |                |  |   |               |   |  |                                     |      |   |                        |   |         |               |  |   |                                    |   |  |   |         |   |  |   |         |  
|Cash, end of period                          |  | $                          | 36,062  |   |                         | $ |               |  | $ | 348           |   |  | $                                   |     |   |                        | $ | 36,410  |               |  | $ |                                   |   |  | $ |        |   |  | $ | 36,410  |  
|                                             |  |                            |         |   |                         |   |                |  |   |               |   |  |                                     |      |   |                        |   |         |               |  |   |                                    |   |  |   |         |   |  |   |         |  
|                                            
|For the Nine Months Ended September 30, 2005 | 
|                                             |  |                            |         |   |                         |   |                | 
|                                             |  | NorcraftCompanies,L.P. (1) |         |   | NorcraftFinanceCorp (1) |   | NorcraftCanada |  |   | Elim-inations |   |  | ConsolidatedNorcraftCompanies, L.P. |      |   | NorcraftHoldings, L.P. |   |         | Elim-inations |  |   | ConsolidatedNorcraftHoldings, L.P. |  
|Cash flows from operating activities         |  | $                          | 42,579  |   |                         | $ |               |  | $ | 240           |   |  | $                                   |     |   |                        | $ | 42,819  |               |  | $ |                                   |   |  | $ |        |   |  | $ | 42,819  |  
|Cash flows from investing activities         |  |                            | (9,197  | ) |                         |   |               |  |   | (379          | ) |  |                                     | 130  |   |                        |   | (9,446  | )             |  |   | 9,117                              |   |  |   | (9,117  | ) |  |   | (9,446  | )
|Cash flows from financing activities         |  |                            | (32,617 | ) |                         |   |               |  |   | 130           |   |  |                                     | (130 | ) |                        |   | (32,617 | )             |  |   | (9,117                             | ) |  |   | 9,117   |   |  |   | (32,617 | )
|Cumulative translation adjustment            |  |                            |        |   |                         |   |               |  |   | (124          | ) |  |                                     |     |   |                        |   | (124    | )             |  |   |                                   |   |  |   |        |   |  |   | (124    | )
|                                             |  |                            |         |   |                         |   |                |  |   |               |   |  |                                     |      |   |                        |   |         |               |  |   |                                    |   |  |   |         |   |  |   |         |  
|Net decrease (increase) in cash              |  |                            | 765     |   |                         |   |               |  |   | (133          | ) |  |                                     |     |   |                        |   | 632     |               |  |   |                                   |   |  |   |        |   |  |   | 632     |  
|Cash, beginning of period                    |  |                            | 664     |   |                         |   |               |  |   | 159           |   |  |                                     |     |   |                        |   | 823     |               |  |   |                                   |   |  |   |        |   |  |   | 823     |  
|                                             |  |                            |         |   |                         |   |                |  |   |               |   |  |                                     |      |   |                        |   |         |               |  |   |                                    |   |  |   |         |   |  |   |         |  
|Cash, end of period                          |  | $                          | 1,429   |   |                         | $ |               |  | $ | 26            |   |  | $                                   |     |   |                        | $ | 1,455   |               |  | $ |                                   |   |  | $ |        |   |  | $ | 1,455   |  
|                                             |  |                            |         |   |                         |   |                |  |   |               |   |  |                                     |      |   |                        |   |         |               |  |   |                                    |   |  |   |         |   |  |   |         |  

---

|(1) | Co-issuers
|--- | ----------



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##### Table of Contents

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

Uncertainty of
Forward Looking Statements and Information

This report contains forward looking statements. All statements other than statements of
historical acts included in this report that address activities, events or developments that we expect, believe or anticipate will or may occur in the future are forward looking statements. Forward looking statements give our current expectations
and projections relating to the financial condition, results of operations, plans, objectives, future performance and business of our company. You can identify these statements by the fact that they do not relate strictly to historical or current
facts. These statements may include words such as anticipate, estimate, expect, project, intend, plan, believe and other words and terms of similar meaning in
connection with any discussion of the timing or nature of future operating or financial performance or other events.

These forward looking statements are
based on our expectations and beliefs concerning future events affecting us. They are subject to uncertainties and factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our
control. Although we believe that the expectations reflected in our forward looking statements are reasonable, we do not know whether our expectations will prove correct. They can be affected by inaccurate assumptions we might make or by known or
unknown risks and uncertainties.

Because of these factors, we caution that investors should not place undue reliance on any of our forward looking
statements. Further, any forward looking statement speaks only as of the date on which it is made and except as required by law we undertake no obligation to update any forward looking statement to reflect events or circumstances after the date on
which it is made or to reflect the occurrence of anticipated or unanticipated events or circumstances.

Company Overview

The following discussion of our financial condition and results of operations should be read together with the consolidated financial statements and the accompanying
notes included elsewhere in this quarterly report. Additionally, the following discussion should be read together with the Selected Financial Data and our consolidated financial statements and the accompanying notes included in our 2005 annual
report on Form 10-K.

All of our operations are conducted through Norcraft Companies, L.P. (Norcraft). Norcraft is a wholly-owned subsidiary of
Norcraft Holdings, L.P., (Holdings). The words Company, we, us, and our refer to Holdings together with Norcraft.

We experienced significant organic sales growth until the recent industry slow-down. Our profitability at the gross margin level has also grown due to improved production efficiencies and product mix. Profitability
levels for Norcraft at the net income level have improved relative to prior-year periods because of the items discussed above and reduced interest expense.

General

We are a leader in manufacturing, assembling and finishing kitchen and bathroom cabinetry in the United States. We provide our
customers with a single source for a broad range of high-quality cabinetry, including stock, semi-custom and custom cabinets. Our cabinets are manufactured in both framed and full access construction. We market our products through four brands: Mid
Continent Cabinetry, UltraCraft, StarMark and Fieldstone. The Mid Continent and UltraCraft brands correspond to those divisions, while both the StarMark and Fieldstone brands correspond to the StarMark division.

We were founded as Marshall Millworks, Inc. in 1966 as a single millwork manufacturing facility located in Marshall, Minnesota. For the next 32 years, Marshall Millworks
sold its products under the Mid Continent brand and grew organically, adding capacity as needed to support growth. Marshall Millworks subsequently changed its name to Norcraft Companies, Inc. and, in 1998, Norcraft Companies, L.L.C. was formed and
acquired the operating business of Norcraft Companies, Inc. In June 2000, we acquired the assets of The UltraCraft Company, located in Liberty, North Carolina, in order to expand our product offering and customer base through the addition of a
semi-custom full access cabinetry line. To further expand the breadth of our product offering, market presence, and manufacturing capabilities, we acquired the StarMark and Fieldstone brands through the acquisition of the assets of StarMark, Inc.,
located in Sioux Falls, South Dakota, in March 2002.



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##### Table of Contents

On October 21, 2003, 100% of the outstanding membership units of Norcraft Companies, L.L.C. were acquired by
Holdings, a new entity formed at the direction of funds associated with Apax Partners, L.P. (formerly Saunders Karp & Megrue L.L.C.), and Trimaran Fund Management, L.L.C, or Trimaran and our chief executive officer, Mark Buller, and his
relatives.

Results of Operations

The following tables
outline for the periods indicated, selected operating data as a percentage of net sales.



|                                             |  |                                 |   |  |                                |   |  |       |   |  |       |  
|-------------------------------------------- |  | ------------------------------- | - |  | ------------------------------ | - |  | ----- | - |  | ----- | -
|                                             |  | Norcraft Holdings, L.P.         |  
|                                             |  | Three Months EndedSeptember 30, |   |  | Nine Months EndedSeptember 30, |  
|                                             |  | 2006                            |   |  | 2005                           |   |  | 2006  |   |  | 2005  |  
|Net sales                                    |  | 100.0                           | % |  | 100.0                          | % |  | 100.0 | % |  | 100.0 | %
|Cost of sales                                |  | 67.2                            | % |  | 70.2                           | % |  | 68.4  | % |  | 69.6  | %
|                                             |  |                                 |   |  |                                |   |  |       |   |  |       |  
|Gross profit                                 |  | 32.8                            | % |  | 29.8                           | % |  | 31.6  | % |  | 30.4  | %
|Selling, general and administrative expenses |  | 16.9                            | % |  | 15.1                           | % |  | 16.8  | % |  | 15.8  | %
|                                             |  |                                 |   |  |                                |   |  |       |   |  |       |  
|Income from operations                       |  | 15.9                            | % |  | 14.7                           | % |  | 14.8  | % |  | 14.6  | %
|                                             |  |                                 |   | 
|Interest expense                             |  | 4.8                             | % |  | 5.5                            | % |  | 4.9   | % |  | 5.9   | %
|Amortization of deferred financing costs     |  | 0.4                             | % |  | 1.1                            | % |  | 0.3   | % |  | 0.9   | %
|                                             |  |                                 |   |  |                                |   |  |       |   |  |       |  
|Net income                                   |  | 10.7                            | % |  | 8.1                            | % |  | 9.6   | % |  | 7.8   | %
|                                             |  |                                 |   |  |                                |   |  |       |   |  |       |  
|                                             | 
|                                             |  | Norcraft Companies, L.P.        |  
|                                             |  | Three Months EndedSeptember 30, |   |  | Nine Months EndedSeptember 30, |  
|                                             |  | 2006                            |   |  | 2005                           |   |  | 2006  |   |  | 2005  |  
|Net sales                                    |  | 100.0                           | % |  | 100.0                          | % |  | 100.0 | % |  | 100.0 | %
|Cost of sales                                |  | 67.2                            | % |  | 70.2                           | % |  | 68.4  | % |  | 69.6  | %
|                                             |  |                                 |   |  |                                |   |  |       |   |  |       |  
|Gross profit                                 |  | 32.8                            | % |  | 29.8                           | % |  | 31.6  | % |  | 30.4  | %
|Selling, general and administrative expenses |  | 16.9                            | % |  | 15.1                           | % |  | 16.8  | % |  | 15.8  | %
|                                             |  |                                 |   |  |                                |   |  |       |   |  |       |  
|Income from operations                       |  | 15.9                            | % |  | 14.7                           | % |  | 14.8  | % |  | 14.6  | %
|                                             |  |                                 |   | 
|Interest expense                             |  | 2.8                             | % |  | 3.5                            | % |  | 2.9   | % |  | 3.8   | %
|Amortization of deferred financing costs     |  | 0.3                             | % |  | 1.0                            | % |  | 0.2   | % |  | 0.7   | %
|                                             |  |                                 |   |  |                                |   |  |       |   |  |       |  
|Net income                                   |  | 12.8                            | % |  | 10.2                           | % |  | 11.7  | % |  | 10.1  | %
|                                             |  |                                 |   |  |                                |   |  |       |   |  |       |  



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##### Table of Contents

Three Months Ended September 30, 2006 Compared with Three Months Ended September 30, 2005

Net Sales. Net sales increased by $8.4 million, or 8.0%, from $105.6 million for the three months ended September 30, 2005 to $114.0 million for the same
period of 2006. Growth in sales was contributed by the Mid Continent division which made up over half of the overall increase in net sales and the StarMark division which made up the remainder. Norcraft has been able to increase sales because of our
ability to deliver innovative, quality products on time.

Cost of Sales. Cost of sales increased by $2.5 million, or 3.4%, from $74.2 million for
the three months ended September 30, 2005 to $76.7 million for same period of 2006. The increase was primarily attributable to our increased sales volume. Cost of sales as a percentage of net sales decreased from 70.2% for the three months
ended September 30, 2005 to 67.2% for the same period of 2006.

Gross Profit. Gross profit increased by $5.9 million, or 18.7%, from $31.5
million for the three months ended September 30, 2005 to $37.4 million for the same period of 2006. Gross profit as a percentage of net sales increased from 29.8% for the three months ended September 30, 2005 to 32.8% for the same period
of 2006. Gross profit was positively impacted by production efficiencies and an increase in average selling price.

Selling, General and Administrative
Expenses.Selling, general and administrative expenses increased by $3.2 million, or 20.2%, from $16.0 million for the three months ended September 30, 2005 to $19.2 million for the same period of 2006. Selling, general and administrative
expenses were $1.6 million higher than the prior-year period because of increased sales and marketing expense to generate new customers, market our new products, and support our increased sales volume. The remaining increase in selling, general and
administrative expenses was in administrative costs that indirectly support our increased sales volume. Selling, general and administrative expenses as a percentage of net sales increased from 15.1% for the three months ended September 30, 2005
to 16.9% for the same period of 2006.

Income from Operations.Income from operations increased by $2.6 million, or 17.2%, from $15.5 million for
the three months ended September 30, 2005 compared to $18.1 million for the same period of 2006. The increase in income from operations was a result of factors described above. Income from operations as a percentage of net sales increased from
14.7% for the three months ended September 30, 2005 to 15.9% for the same period of 2006.

Interest, Amortization of Deferred Financing Fees, and
Other Expenses. Holdings consolidated interest, amortization of deferred financing fees, and other expenses decreased by $1.0 million, or 14.8%, from $6.9 million for the three months ended September 30, 2005 to $5.9 million for the
same period of 2006. Interest expense decreased $0.3 million from decreased indebtedness, due to the early payment of the term loan in 2005. The average debt balances were $250.1 million and $249.9 during the three months ended September 30,
2006 and 2005, respectively. The borrowing rates on the Senior Subordinated Notes and the Senior Notes are fixed at 9.0% and 9.75%, respectively. Amortization of deferred financing charges decreased $0.8 million during the three months ended
September 30, 2006 and compared to the three months ended September 30, 2005, due to the accelerated pay-down of the term note in 2005. Interest, amortization of deferred financing fees, and other expenses for Holdings as a percentage of
net sales decreased from 6.6% for the three months ended September 30, 2005 to 5.2% for the same period of 2006.

Interest, amortization of deferred
financing fees, and other expenses decreased for Norcraft by $1.3 million, or 26.4%, from $4.8 million for the three months ended September 30, 2005 to $3.5 million for the same period of 2006. Interest, amortization of deferred financing fees,
and other expenses for Norcraft as a percentage of net sales decreased from 4.5% for the three months ended September 30, 2005 to 3.1% for the same period of 2006.

Net Income. Holdings net income increased $3.7 million from $8.5 million for the three months ended September 30, 2005 to $12.2 million for the same period of 2006, for the reasons described above.
Net income as a percentage of net sales for Holdings increased from 8.1% for the three months ended September 30, 2005 to 10.7% for the same period of 2006.

Norcrafts net income increased $3.9 million from $10.7 million for the three months ended September 30, 2005 to $14.6 million for the same period of 2006, for the reasons described above. Net income as a percentage of net sales
for Norcraft increased from 10.2% for the three months ended September 30, 2005 to 12.8% for the same period of 2006.



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##### Table of Contents

Nine Months Ended September 30, 2006 Compared with Nine Months Ended September 30, 2005

Net Sales. Net sales increased by $42.9 million, or 14.2%, from $301.7 million for the nine months ended September 30, 2005 to $344.6 million for the same
period of 2006. Each division contributed to the strong growth in sales with Mid Continent making up well over half of the overall increase in net sales, StarMark making up a third and UltraCraft making up the remainder. Norcraft has been able to
increase sales because of our ability to deliver innovative, quality products on time. During the period, we implemented price increases which contributed approximately 2.0% of the total increase in sales.

Cost of Sales. Cost of sales increased by $25.6 million, or 12.2%, from $210.1 million for the nine months ended September 30, 2005 to $235.7 million for
same period of 2006. The increase was primarily attributable to our increased sales volume. Cost of sales as a percentage of net sales decreased from 69.6% for the nine months ended September 30, 2005 to 68.4% for the same period of 2006.

Gross Profit. Gross profit increased by $17.3 million, or 18.9%, from $91.6 million for the nine months ended September 30, 2005 to $108.9
million for the same period of 2006. Gross profit as a percentage of net sales increased from 30.4% for the nine months ended September 30, 2005 to 31.6% for the same period of 2006. Gross profit was positively impacted by production
efficiencies and an increase in average selling price. This increase was partially offset by increased freight costs and material prices. Effective on January 1, 2005, Norcraft changed its vacation policy. This change resulted in adjustments
which increased gross profit by approximately $1.3 million, and increased gross profit as a percent of net sales by approximately 1.4% for the nine months ended September 30, 2005.

Selling, General and Administrative Expenses.Selling, general and administrative expenses increased by $10.1 million, or 21.0%, from $47.7 million for the nine months ended September 30, 2005 to $57.8
million for the same period of 2006. Effective on January 1, 2005, Norcraft changed its vacation policy. This change resulted in adjustments which decreased selling, general and administrative expenses by approximately $0.4 million for the nine
months ended September 30, 2005. Selling, general and administrative expenses were $6.8 million higher than the prior-year period because of increased sales and marketing expense to generate new customers, market our new products, and support
our increased sales volume. The remaining increase in selling, general and administrative expenses was in administrative costs that indirectly support our increased sales volume. Selling, general and administrative expenses as a percentage of net
sales increased from 15.8% for the nine months ended September 30, 2005 to 16.8% for the same period of 2006.

Income from Operations.Income
from operations increased by $7.2 million, or 16.6%, from $43.9 million for the nine months ended September 30, 2005 compared to $51.1 million for the same period of 2006. The increase in income from operations was a result of factors described
above. Income from operations as a percentage of net sales increased from 14.6% for the nine months ended September 30, 2005 to 14.8% for the same period of 2006.

Interest, Amortization of Deferred Financing Fees, and Other Expenses. Holdings consolidated interest, amortization of deferred financing fees, and other expenses decreased by $2.2 million, or 11.0%, from
$20.2 million for the nine months ended September 30, 2005 to $18.0 million for the same period of 2006. Interest expense decreased $0.8 million from decreased indebtedness, due to the early payment of the term loan in 2005. The average debt
balances were $247.9 million and $255.1 during the nine months ended September 30, 2006 and 2005, respectively. The borrowing rates on the Senior Subordinated Notes and the Senior Notes are fixed at 9.0% and 9.75%, respectively. Amortization of
deferred financing charges decreased $1.4 million during the nine months ended September 30, 2006 and compared to the nine months ended September 30, 2005, due to the accelerated pay-down of the term note in 2005. Interest, amortization of
deferred financing fees, and other expenses for Holdings as a percentage of net sales decreased from 6.8% for the nine months ended September 30, 2005 to 5.2% for the same period of 2006.

Interest, amortization of deferred financing fees, and other expenses decreased for Norcraft by $2.9 million, or 20.9%, from $13.8 million for the nine months ended
September 30, 2005 to $10.9 million for the same period of 2006. Interest, amortization of deferred financing fees, and other expenses for Norcraft as a percentage of net sales decreased from 4.5% for the nine months ended September 30,
2005 to 3.1% for the same period of 2006.

Net Income. Holdings net income increased $9.5 million from $23.7 million for the nine months ended
September 30, 2005 to $33.2 million for the same period of 2006, for the reasons described above. Net income as a percentage of net sales for Holdings increased from 7.8% for the nine months ended September 30, 2005 to 9.6% for the same
period of 2006.

Norcrafts net income increased $10.1 million from $30.1 million for the nine months ended September 30, 2005 to $40.2 million
for the same period of 2006, for the reasons described above. Net income as a percentage of net sales for Norcraft increased from 10.1% for the nine months ended September 30, 2005 to 11.7% for the same period of 2006.



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##### Table of Contents

Liquidity and Capital Resources

Our primary cash needs are working capital, capital expenditures, display cabinets, tax distributions, and debt service. We finance these cash requirements through internally-generated cash flow and, if necessary,
funds borrowed under our credit facility.

Cash provided by operating activities was $59.9 million for the nine months ended September 30, 2006,
compared with $42.8 million for the same period of 2005, an increase of $17.1 million. The increase was primarily due to the increase in net income of $9.5 million, complimented by a change in operating assets of $6.6 million.

Cash used in investing activities was $9.5 million for the nine months ended September 30, 2006, compared with $9.4 million for the same period of 2005, an increase
of $0.1 million. Capital expenditures were $4.9 million for the nine months ended September 30, 2006, compared with $4.8 million for the same period of 2005, purchases of display cabinets made up the remainder of the investing activities for
the periods in 2006 and 2005.

Cash used in financing activities was $14.9 million for the nine months ended September 30, 2006, compared with $32.6
million used in the same period of 2005, a decrease of $17.7 million. This decrease was primarily due to prepayments on the term loan, which were $23.5 million for the nine months ended September 30, 2005. The term loan was paid in full during
2005; therefore there were no term loan payments during the nine months ended September 30, 2006. [Cash also decreased as a result of a $2.0 million payment to two former employees in order to repurchase their equity interests.] Additionally,
the change in tax distributions to members was an increase of $4.4 million for the nine months ended September 30, 2006, as compared to the nine months ended September 30, 2005.

We have $254.2 million of outstanding long term debt, consisting of $150.0 million in Senior Subordinated Notes (with semi-annual interest payments at 9%), $98.3 million
in Senior Notes (due in 2012, with interest accreting at 9.75%) and $5.9 million in Unsecured Notes (due in 2009, with annual principal payments and quarterly interest payments of 8.45%). Please see Part I, Item 1, Notes to Consolidated
Financial Statements, Note 7, Long Term Debt for details.

We anticipate that the funds generated by operations and funds available under
our new amended revolving credit facility will be sufficient to meet working capital requirements, make required member tax distributions, and to finance capital expenditures over the next several years. There can be no assurance, however, that our
business will generate sufficient cash flow from operations, that anticipated net sales growth and operating improvements will be realized or that future borrowings will be available under our senior credit facility in an amount sufficient to enable
us to service our indebtedness or to fund our other liquidity needs.

Taxes; Distributions to our Limited Partners

We are a limited partnership. As such, our income is allocated to our limited partners for inclusion in their respective tax returns. Accordingly, no liability or
provision for Federal income taxes and deferred income taxes attributable to our operations are included in our financial statements. We are subject to various state and local taxes.

Norcrafts senior credit facility and the indenture governing the Senior Subordinated Notes significantly restrict Norcraft and its subsidiaries from paying dividends and otherwise transferring assets to
Holdings. Norcraft may, however, make distributions to Holdings, subject to certain limitations, to permit it to make further distributions to its equity holders to pay taxes on our net income allocated to them. There was $12.0 million of tax
distribution paid for the nine months ended September 30, 2006.

During the nine month period ended September 30, 2006, the Company generated
operating cash flows of $59.9 million and had a cash balance of $36.4 million as of September 30, 2006. Subsequent to September 30, 2006, the Company generated additional operating cash flows and correspondingly its on hand cash
balance also increased. On October 4, 2006, the Company made a special cash distribution to the holders of its Class A and Class C limited partnership interests in Holdings of $36.5 million. In addition, the exercise price of the Class D
Units in Holdings subject to the management incentive plan was correspondingly modified (as described in Part I, Item 1, Notes to Consolidated Financial Statements, Note 2, Stock-Based Compensation). The Company does not
expect any significant impact to its financial statements resulting from the modification in exercise price to be significant.

Inflation; Seasonality

Our costs of sales are subject to inflationary pressures and price fluctuations of the raw materials we use. We have generally been able over time to
recover the effects of inflation and price fluctuations through sales price increases.

Our sales have historically been moderately seasonal and have been
strongest in April through October.



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##### Table of Contents

Item 3. Quantitative and Qualitative Disclosures of Market Risk

As of September 30, 2006, the Company had a $60.0
million revolving credit facility which has a variable rate of interest and has the potential to expose the Company to fluctuations in the interest rate market. However, as of September 30, 2006, there were no borrowings under this facility. We
have no interest rate swap agreements. The available credit under this revolver is reduced by any outstanding letters of credit. Approximately $5.0 million of letters of credit were outstanding at September 30, 2006.

Item 4. Controls and Procedures

The Companys management, with the participation of the Companys Principal
Executive Officer and Chief Accounting Officer, has evaluated the effectiveness of the Companys disclosure controls and procedures as of September 30, 2006. Based on that evaluation, the Companys Principal Executive Officer and
Chief Accounting Officer concluded that the Companys disclosure controls and procedures as of September 30, 2006 were effective to provide reasonable assurance that the information required to be disclosed by the Company in the reports it
files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.

There have not been any changes in Holdings internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act during Holdings fiscal quarter ended
September 30, 2006 that have materially affected, or are reasonably likely to materially affect, Holdings internal control over financial reporting.

Limitations on the Effectiveness of Controls

Holdings internal control over financial reporting is a process designed to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Holdings internal control over financial
reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of
Holdings are being made only in accordance with authorizations of management and directors and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of Holdings
assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may
not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.



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##### Table of Contents

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

During the ordinary course of business, we have become and may in the future become subject to
pending and threatened legal actions and proceedings. All of the current legal actions and proceedings that we are a party to are of an ordinary or routine nature incidental to our operations, the resolution of which should not have a material
adverse effect on our financial condition, results of operations or cash flows. We are not currently a party to any product liability claims. The majority of the pending legal proceedings involve claims for workers compensation. These claims are
generally covered by insurance, but there can be no assurance that our insurance coverage will be adequate to cover any such liability.

Item 1A. Risk Factors

There have been no material changes to the risk factors disclosed in the Companys Annual
Report on Form 10-K for the year ended December 31, 2005. The materialization of any risks and uncertainties identified in Part I, Item 2, Uncertainty of Forward Looking Statements and Information Statements contained in this
report together with those previously disclosed in the Form 10-K or those that are presently unforeseen could result in significant adverse effects on our financial condition, results of operations and cash flows.

Item 6. Exhibits



|     |  |                                                                                                                                                                          
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1  |  | Second Amended and Restated Limited Partnership Agreement of Norcraft Holdings, L.P.                                                                                     
|     | 
|31.1 |  | Certification by Mark Buller pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                             
|     | 
|31.2 |  | Certification by Leigh Ginter pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                            
|     | 
|32.1 |  | Certification by Mark Buller pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 
|     | 
|32.2 |  | Certification by Leigh Ginter pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



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SIGNATURES

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



NORCRAFT HOLDINGS, L.P.(Registrant)NORCRAFT COMPANIES, L.P.(Registrant)




|                            |  |  |  |                            
|--------------------------- |  |  |  | ---------------------------
|/s/ Mark Buller             |  |  |  | /s/ Leigh Ginter           
|Mark Buller                 |  |  |  | Leigh Ginter               
|Chief Executive Officer     |  |  |  | Chief Financial Officer    
|                            |  | 
|Date: November 14, 2006     |  |  |  | Date: November 14, 2006    
|Signing on behalf of the    |  |  |  | Signing on behalf of the   
|Registrant and as principal |  |  |  | Registrant and as principal
|Officer                     |  |  |  | accounting officer         



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