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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 March 31, 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 |  | (I.R.S. Employer   
|incorporation or organization)  |  | 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)



---

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 Consolidated Financial Statements                                                                              |  |     
|           |  | Consolidated Balance Sheets at March 31, 2006 and December 31, 2005                                                      |  | 3   
|           |  | Consolidated Statements of Income for the three months ended March 31, 2006 and 2005                                     |  | 4   
|           |  | Consolidated Statements of Changes in Members Equity and Comprehensive Income for the three months ended March 31, 2006 |  | 5   
|           |  | Consolidated Statements of Cash Flows for the three months ended March 31, 2006 and 2005                                 |  | 7   
|           |  | Notes to Consolidated Financial Statements                                                                               |  | 8   
|Item 2.    |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                    |  | 16  
|Item 3.    |  | Quantitative and Qualitative Disclosures of Market Risk                                                                  |  | 19  
|Item 4.    |  | Controls and Procedures                                                                                                  |  | 19  
|           |  |                                                                                                                         
|PART II    |  | OTHER INFORMATION                                                                                                        |  |     
|Item 1.    |  | Legal Proceedings                                                                                                        |  | 20  
|Item 6.    |  | Exhibits                                                                                                                 |  | 20  
|           | 
|SIGNATURES |  | 21                                                                                                                      

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.
|                                       |  | March 31,2006           |         | December 31,2005         |   | March 31,2006 |  | December 31,2005
|ASSETS                                 |  |                         |         |                          |   |               |  |                  |         |  |   |        
|Current assets:                        |  |                         |         |                          |   |               |  |                  |         |  |   |        
|Cash                                   |  | $                       | 13,539  |                          | $ | 933           |  | $                | 13,014  |  | $ | 933    
|Trade accounts receivable, net         |  |                         | 39,927  |                          |   | 37,015        |  |                  | 39,927  |  |   | 37,015 
|Inventories                            |  |                         | 26,258  |                          |   | 24,197        |  |                  | 26,258  |  |   | 24,197 
|Prepaid expenses and other             |  |                         | 2,279   |                          |   | 1,921         |  |                  | 2,804   |  |   | 1,921  
|                                       |  |                         |         |                          |   |               |  |                  |         |  |   |        
|Total current assets                   |  |                         | 82,003  |                          |   | 64,066        |  |                  | 82,003  |  |   | 64,066 
|                                       |  |                         |         |                         
|Property, plant and equipment, net     |  |                         | 36,351  |                          |   | 36,485        |  |                  | 36,351  |  |   | 36,485 
|                                       |  |                         |         |                         
|Other assets:                          |  |                         |         |                          |   |               |  |                  |         |  |   |        
|Goodwill                               |  |                         | 148,459 |                          |   | 148,459       |  |                  | 148,459 |  |   | 148,459
|Customer relationships, net            |  |                         | 56,081  |                          |   | 57,197        |  |                  | 56,081  |  |   | 57,197 
|Brand names                            |  |                         | 49,000  |                          |   | 49,000        |  |                  | 49,000  |  |   | 49,000 
|Deferred financing costs, net          |  |                         | 8,012   |                          |   | 8,396         |  |                  | 5,054   |  |   | 5,344  
|Display cabinets, net                  |  |                         | 9,053   |                          |   | 8,443         |  |                  | 9,053   |  |   | 8,443  
|Deposits                               |  |                         | 96      |                          |   | 111           |  |                  | 96      |  |   | 111    
|                                       |  |                         |         |                          |   |               |  |                  |         |  |   |        
|Total other assets                     |  |                         | 270,701 |                          |   | 271,606       |  |                  | 267,743 |  |   | 268,554
|                                       |  |                         |         |                          |   |               |  |                  |         |  |   |        
|Total assets                           |  | $                       | 389,055 |                          | $ | 372,157       |  | $                | 386,097 |  | $ | 369,105
|                                       |  |                         |         |                          |   |               |  |                  |         |  |   |        
|                                       |  |                         |         |                         
|LIABILITIES AND MEMBERS EQUITY        |  |                         |         |                          |   |               |  |                  |         |  |   |        
|Current liabilities:                   |  |                         |         |                          |   |               |  |                  |         |  |   |        
|Book overdrafts payable                |  | $                       | 24      |                          | $ | 1,666         |  | $                | 24      |  | $ | 1,666  
|Accounts payable                       |  |                         | 13,034  |                          |   | 10,817        |  |                  | 13,034  |  |   | 10,817 
|Accrued expenses                       |  |                         | 25,425  |                          |   | 20,537        |  |                  | 25,425  |  |   | 20,537 
|Members distribution payable          |  |                         | 3,360   |                          |   |              |  |                  | 3,360   |  |   |       
|                                       |  |                         |         |                          |   |               |  |                  |         |  |   |        
|Total current liabilities              |  |                         | 41,843  |                          |   | 33,020        |  |                  | 41,843  |  |   | 33,020 
|                                       |  |                         |         |                         
|Long-term debt                         |  |                         | 243,764 |                          |   | 241,567       |  |                  | 150,000 |  |   | 150,000
|                                       |  |                         |         |                          |   |               |  |                  |         |  |   |        
|Commitments and contingencies          |  |                         |        |                          |   |              |  |                  |        |  |   |       
|                                       |  |                         |         |                         
|Members equity subject to put request |  |                         | 48,254  |                          |   | 46,094        |  |                  |        |  |   |       
|                                       |  |                         |         |                         
|Members equity                        |  |                         | 55,194  |                          |   | 51,476        |  |                  | 194,254 |  |   | 186,085
|                                       |  |                         |         |                          |   |               |  |                  |         |  |   |        
|Total liabilities and members equity  |  | $                       | 389,055 |                          | $ | 372,157       |  | $                | 386,097 |  | $ | 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.     |         | Norcraft Companies, L.P.   
|                                             |  | Three Months EndedMarch 31, |         | Three Months EndedMarch 31,
|                                             |  | 2006                        |         | 2005                        |   | 2006   |  | 2005
|Net sales                                    |  | $                           | 108,666 |                             | $ | 91,954 |  | $    | 108,666 |  | $ | 91,954
|Cost of sales                                |  |                             | 76,550  |                             |   | 63,102 |  |      | 76,550  |  |   | 63,102
|                                             |  |                             |         |                             |   |        |  |      |         |  |   |       
|Gross profit                                 |  |                             | 32,116  |                             |   | 28,852 |  |      | 32,116  |  |   | 28,852
|Selling, general and administrative expenses |  |                             | 17,816  |                             |   | 15,034 |  |      | 17,816  |  |   | 15,034
|                                             |  |                             |         |                             |   |        |  |      |         |  |   |       
|Income from operations                       |  |                             | 14,300  |                             |   | 13,818 |  |      | 14,300  |  |   | 13,818
|                                             |  |                             |         |                            
|Other expense (income):                      |  |                             |         |                             |   |        |  |      |         |  |   |       
|Interest expense                             |  |                             | 5,589   |                             |   | 5,891  |  |      | 3,392   |  |   | 3,893 
|Amortization of deferred financing costs     |  |                             | 384     |                             |   | 688    |  |      | 290     |  |   | 602   
|Other, net                                   |  |                             | 52      |                             |   |       |  |      | 52      |  |   |      
|                                             |  |                             |         |                             |   |        |  |      |         |  |   |       
|                                             |  |                             | 6,025   |                             |   | 6,579  |  |      | 3,734   |  |   | 4,495 
|                                             |  |                             |         |                             |   |        |  |      |         |  |   |       
|Net income                                   |  | $                           | 8,275   |                             | $ | 7,239  |  | $    | 10,566  |  | $ | 9,323 
|                                             |  |                             |         |                             |   |        |  |      |         |  |   |       

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                         |  |                         | 840    |   |                                            |   |      |                                 |  |   |      
|Stock compensation expense                            |  |                         | 184    |   |                                            |   |      |                                 |  |   |      
|Accretion on members interest subject to put request |  |                         | (2,160 | ) |                                            |   |      |                                 |  |   |      
|Distribution adjustment to members                    |  |                         | 10     |   |                                            |   |      |                                 |  |   |      
|Repurchase of members interest                       |  |                         | (112   | ) |                                            |   |      |                                 |  |   |      
|Member tax distributions declared                     |  |                         | (3,360 | ) |                                            |   |      |                                 |  |   |      
|Cumulative translation adjustment                     |  |                         | 41     |   |                                            |   | 41   |                                 |  | $ | 41   
|Net income                                            |  |                         | 8,275  |   |                                            |   |      |                                 |  |   | 8,275
|                                                      |  |                         |        |   |                                            |   |      |                                 |  |   |      
|Total comprehensive income                            |  |                         |        |   |                                            |   |      |                                 |  | $ | 8,316
|                                                      |  |                         |        |   |                                            |   |      |                                 |  |   |      
|Balance, March 31, 2006                               |  | $                       | 55,194 |   |                                            | $ | (89  | )                               |  |   |      
|                                                      |  |                         |        |   |                                            |   |      |                                 |  |   |      

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      |  |                          | 840     |   |                                            |   |      |                                 |  |   |       
|Stock compensation expense         |  |                          | 184     |   |                                            |   |      |                                 |  |   |       
|Repurchase of members interest    |  |                          | (112    | ) |                                            |   |      |                                 |  |   |       
|Distribution adjustment to members |  |                          | 10      |   |                                            |   |      |                                 |  |   |       
|Member tax distributions declared  |  |                          | (3,360  | ) |                                            |   |      |                                 |  |   |       
|Cumulative translation adjustment  |  |                          | 41      |   |                                            |   | 41   |                                 |  | $ | 41    
|Net income                         |  |                          | 10,566  |   |                                            |   |      |                                 |  |   | 10,566
|                                   |  |                          |         |   |                                            |   |      |                                 |  |   |       
|Total comprehensive income         |  |                          |         |   |                                            |   |      |                                 |  | $ | 10,607
|                                   |  |                          |         |   |                                            |   |      |                                 |  |   |       
|Balance, March 31, 2006            |  | $                        | 194,254 |   |                                            | $ | (89  | )                               |  |   |       
|                                   |  |                          |         |   |                                            |   |      |                                 |  |   |       

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.    |  
|                                                                                  |  | Three Months EndedMarch 31, |        |   | Three Months EndedMarch 31, |  
|                                                                                  |  | 2006                        |        |   | 2005                        |   |        | 2006 |  |   | 2005   |  
|Cash flows from operating activities:                                             |  |                             |        |   |                             |   |        |      |  |   |        |   |  |   |        |  
|Net income                                                                        |  | $                           | 8,275  |   |                             | $ | 7,239  |      |  | $ | 10,566 |   |  | $ | 9,323  |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                             |        |   |                             |   |        |      |  |   |        |   |  |   |        |  
|Depreciation and amortization of property, plant and equipment:                   |  |                             | 1,120  |   |                             |   | 1,190  |      |  |   | 1,120  |   |  |   | 1,190  |  
|Amortization:                                                                     |  |                             |        |   |                             |   |        |      |  |   |        |   |  |   |        |  
|Customer relationships                                                            |  |                             | 1,116  |   |                             |   | 1,116  |      |  |   | 1,116  |   |  |   | 1,116  |  
|Deferred financing costs                                                          |  |                             | 384    |   |                             |   | 688    |      |  |   | 290    |   |  |   | 602    |  
|Display cabinets                                                                  |  |                             | 1,247  |   |                             |   | 910    |      |  |   | 1,247  |   |  |   | 910    |  
|Provision for uncollectible accounts receivable                                   |  |                             | 116    |   |                             |   | 194    |      |  |   | 116    |   |  |   | 194    |  
|Provision for obsolete and excess inventory                                       |  |                             | 180    |   |                             |   | 150    |      |  |   | 180    |   |  |   | 150    |  
|Provision for warranty claims                                                     |  |                             | 1,261  |   |                             |   | 715    |      |  |   | 1,261  |   |  |   | 715    |  
|Accreted interest borrowings on senior notes                                      |  |                             | 2,197  |   |                             |   | 1,998  |      |  |   |       |   |  |   |       |  
|Stock compensation expense                                                        |  |                             | 184    |   |                             |   | 52     |      |  |   | 184    |   |  |   | 52     |  
|(Gain) loss on sale of equipment                                                  |  |                             | (15    | ) |                             |   | 54     |      |  |   | (15    | ) |  |   | 54     |  
|Change in operating assets and liabilities:                                       |  |                             |        |   |                             |   |        |      |  |   |        |   |  |   |        |  
|Accounts receivable                                                               |  |                             | (3,063 | ) |                             |   | (3,878 | )    |  |   | (3,063 | ) |  |   | (3,878 | )
|Inventories                                                                       |  |                             | (2,179 | ) |                             |   | (2,431 | )    |  |   | (2,179 | ) |  |   | (2,431 | )
|Prepaid expenses and other                                                        |  |                             | (358   | ) |                             |   | (78    | )    |  |   | (883   | ) |  |   | (78    | )
|Other assets                                                                      |  |                             | 15     |   |                             |   |       |      |  |   | 15     |   |  |   |       |  
|Accounts payable and accrued liabilities                                          |  |                             | 6,640  |   |                             |   | 3,546  |      |  |   | 6,640  |   |  |   | 3,546  |  
|                                                                                  |  |                             |        |   |                             |   |        |      |  |   |        |   |  |   |        |  
|Net cash provided by operating activities                                         |  |                             | 17,120 |   |                             |   | 11,465 |      |  |   | 16,595 |   |  |   | 11,465 |  
|Cash flows from investing activities:                                             |  |                             |        |   |                             |   |        |      |  |   |        |   |  |   |        |  
|Proceeds from sale of property and equipment                                      |  |                             | 54     |   |                             |   | 10     |      |  |   | 54     |   |  |   | 10     |  
|Purchase of property, plant and equipment                                         |  |                             | (1,776 | ) |                             |   | (1,863 | )    |  |   | (1,776 | ) |  |   | (1,863 | )
|Purchase of display cabinets                                                      |  |                             | (1,857 | ) |                             |   | (1,587 | )    |  |   | (1,857 | ) |  |   | (1,587 | )
|                                                                                  |  |                             |        |   |                             |   |        |      |  |   |        |   |  |   |        |  
|Net cash used in investing activities                                             |  |                             | (3,579 | ) |                             |   | (3,440 | )    |  |   | (3,579 | ) |  |   | (3,440 | )
|Cash flows from financing activities:                                             |  |                             |        |   |                             |   |        |      |  |   |        |   |  |   |        |  
|Payments on term loan                                                             |  |                             |       |   |                             |   | (6,000 | )    |  |   |       |   |  |   | (6,000 | )
|Book overdrafts payable                                                           |  |                             | (1,642 | ) |                             |   |       |      |  |   | (1,642 | ) |  |   |       |  
|Proceeds from issuance of member interests                                        |  |                             | 840    |   |                             |   |       |      |  |   | 840    |   |  |   |       |  
|Repurchase of members interests                                                  |  |                             | (112   | ) |                             |   | (236   | )    |  |   | (112   | ) |  |   | (236   | )
|Tax adjustments (distributions) to members                                        |  |                             | 10     |   |                             |   | (3     | )    |  |   | 10     |   |  |   | (3     | )
|                                                                                  |  |                             |        |   |                             |   |        |      |  |   |        |   |  |   |        |  
|Net cash used in financing activities                                             |  |                             | (904   | ) |                             |   | (6,239 | )    |  |   | (904   | ) |  |   | (6,239 | )
|Effect of exchange rates on cash                                                  |  |                             | (31    | ) |                             |   | (37    | )    |  |   | (31    | ) |  |   | (37    | )
|                                                                                  |  |                             |        |   |                             |   |        |      |  |   |        |   |  |   |        |  
|Net increase in cash                                                              |  |                             | 12,606 |   |                             |   | 1,749  |      |  |   | 12,081 |   |  |   | 1,749  |  
|Cash, beginning of the period                                                     |  |                             | 933    |   |                             |   | 823    |      |  |   | 933    |   |  |   | 823    |  
|                                                                                  |  |                             |        |   |                             |   |        |      |  |   |        |   |  |   |        |  
|Cash, end of period                                                               |  | $                           | 13,539 |   |                             | $ | 2,572  |      |  | $ | 13,014 |   |  | $ | 2,572  |  
|                                                                                  |  |                             |        |   |                             |   |        |      |  |   |        |   |  |   |        |  
|Supplemental disclosure of cash flow information:                                 |  |                             |        |   |                             |   |        |      |  |   |        |   |  |   |        |  
|Cash paid during the period for interest                                          |  | $                           | 17     |   |                             | $ | 472    |      |  | $ | 17     |   |  | $ | 472    |  
|                                                                                  |  |                             |        |   |                             |   |        |      |  |   |        |   |  |   |        |  
|Supplemental disclosure of non-cash transactions:                                 |  |                             |        |   |                             |   |        |      |  |   |        |   |  |   |        |  
|Tax distributions declared but not paid                                           |  | $                           | 3,360  |   |                             | $ | 1,000  |      |  | $ | 3,360  |   |  | $ | 1,000  |  
|                                                                                  |  |                             |        |   |                             |   |        |      |  |   |        |   |  |   |        |  

See notes to consolidated financial statements.



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##### Table of Contents

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 LLC. 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 LLC on October 21, 2003. Concurrent with the acquisition, Norcraft Companies LLC converted to a Delaware Limited
Partnership and is now Norcraft Companies, L.P. Norcraft Companies, L.P. (Norcraft,), a separate public reporting company, is a 100% owned indirect subsidiary of Holdings. Holdings and Norcraft are also 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. Other than this debt obligation, 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.
Additionally, for the first quarter of 2006, there was a $0.5 million temporary item which resulted in a difference in cash and other current assets between Holdings and Norcraft. This item consisted of the issuance of members interests which
are generally passed directly from Holdings to Norcraft. On March 31, 2006, Holdings received cash related to such an issuance; however, there was insufficient time to transfer the funds to Norcraft prior to the end of the period. Subsequent to
March 31, 2006, this cash was transferred to 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 interim consolidated financial statements as of March 31, 2006 and for the three
months ended March 31, 2006 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



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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 our same industry. The Company granted 2,034,210 incentive Class D membership units during the three months ended March 31, 2006, the fair value of which was $1.6 million.

Compensation expense related to Class D Units was $0.2 million for the three months ended March 31, 2006 and $0.05 million for the three months ended
March 31, 2005.

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 March 31,2006 |      |   | As of December 31,2005 |  
|Weighted-average fair value of Class D Units granted |  | $                   | 0.78 |   |                        | $ | 0.58 |  
|Dividend yield                                       |  |                     | 0.0  | % |                        |   | 0.0  | %
|Risk-free interest rate                              |  |                     | 4.51 | % |                        |   | 3.68 | %
|Volatility                                           |  |                     | 34.3 | % |                        |   | 0.0  | %
|Expected lives                                       |  |                     | 4.63 |   |                        |   | 4.00 |  

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



|                    |  |                                   |  |                                |     
|------------------- |  | --------------------------------- |  | ------------------------------ | ----
|                    |  | Three Months Ended March 31, 2006
|                    |  | Units                             |  | Weighted-AverageExercise Price
|Beginning balance   |  | 4,386,217                         |  | $                              | 0.45
|Granted             |  | 2,034,210                         |  | $                              | 2.05
|Pricing amendment   |  |                                  |  |                                |    
|Exercised           |  |                                  |  |                                |    
|Forfeited/Expired   |  |                                  |  |                                |    
|Ending balance      |  | 6,420,427                         |  | $                              | 0.96
|Exercisable balance |  | 1,801,675                         |  | $                              | 0.49

The intrinsic values of the issued and exercisable Class D Units at March 31, 2006 were $7.1
million and $2.8 million, respectively.



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

Trade accounts
receivable consists of the following:



|                                           |  |               |        |   |                  |   |        |  
|------------------------------------------ |  | ------------- | ------ | - | ---------------- | - | ------ | -
|                                           |  | March 31,2006 |        |   | December 31,2005 |  
|Trade accounts receivable, gross           |  | $             | 41,192 |   |                  | $ | 38,235 |  
|Less: Allowance for uncollectible accounts |  |               | (1,265 | ) |                  |   | (1,220 | )
|                                           |  |               |        |   |                  |   |        |  
|                                           |  | $             | 39,927 |   |                  | $ | 37,015 |  
|                                           |  |               |        |   |                  |   |        |  



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

Inventories consist of the following:



|                           |  |               |        |                  |   |       
|-------------------------- |  | ------------- | ------ | ---------------- | - | ------
|                           |  | March 31,2006 |        | December 31,2005
|Raw materials and supplies |  | $             | 13,520 |                  | $ | 11,982
|Work in process            |  |               | 6,801  |                  |   | 7,231 
|Finished goods             |  |               | 5,937  |                  |   | 4,984 
|                           |  |               |        |                  |   |       
|                           |  | $             | 26,258 |                  | $ | 24,197
|                           |  |               |        |                  |   |       



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|5. | Intangible assets
|-- | -----------------

Amortizable intangible assets
consist of the following:



|                         |  |                         |        |                         |                   |         |                      |  |                         |        |  |   |         |  
|------------------------ |  | ----------------------- | ------ | ----------------------- | ----------------- | ------- | -------------------- |  | ----------------------- | ------ |  | - | ------- | -
|                         |  | Norcraft Holdings, L.P. |       
|                         |  | March 31, 2006          |        |                         | December 31, 2005 |        
|                         |  | Gross CarryingAmount    |        | AccumulatedAmortization |                   |         | Gross CarryingAmount |  | AccumulatedAmortization |       
|Customer relationships   |  | $                       | 67,000 |                         | $                 | (10,919 | )                    |  | $                       | 67,000 |  | $ | (9,803  | )
|Deferred financing costs |  |                         | 15,628 |                         |                   | (7,616  | )                    |  |                         | 15,628 |  |   | (7,232  | )
|                         |  |                         |        |                         |                   |         |                      |  |                         |        |  |   |         |  
|Total                    |  | $                       | 82,628 |                         | $                 | (18,535 | )                    |  | $                       | 82,628 |  | $ | (17,035 | )
|                         |  |                         |        |                         |                   |         |                      |  |                         |        |  |   |         |  



|                         |  |                          |        |                         |                   |         |                      |  |                         |        |  |   |         |  
|------------------------ |  | ------------------------ | ------ | ----------------------- | ----------------- | ------- | -------------------- |  | ----------------------- | ------ |  | - | ------- | -
|                         |  | Norcraft Companies, L.P. |       
|                         |  | March 31, 2006           |        |                         | December 31, 2005 |        
|                         |  | Gross CarryingAmount     |        | AccumulatedAmortization |                   |         | Gross CarryingAmount |  | AccumulatedAmortization |       
|Customer relationships   |  | $                        | 67,000 |                         | $                 | (10,919 | )                    |  | $                       | 67,000 |  | $ | (9,803  | )
|Deferred financing costs |  |                          | 12,095 |                         |                   | (7,041  | )                    |  |                         | 12,095 |  |   | (6,751  | )
|                         |  |                          |        |                         |                   |         |                      |  |                         |        |  |   |         |  
|Total                    |  | $                        | 79,095 |                         | $                 | (17,960 | )                    |  | $                       | 79,095 |  | $ | (16,554 | )
|                         |  |                          |        |                         |                   |         |                      |  |                         |        |  |   |         |  

Intangible assets not subject to amortization consist of the following:



|            |  |               |         |                  |   |        
|----------- |  | ------------- | ------- | ---------------- | - | -------
|            |  | March 31,2006 |         | 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
three months ended March 31, 2006 and 2005.



|6. | Accrued expenses
|-- | ----------------

Accrued expenses consist of the
following:



|                                            |  |               |        |                  |   |       
|------------------------------------------- |  | ------------- | ------ | ---------------- | - | ------
|                                            |  | March 31,2006 |        | December 31,2005
|Salaries, wages and employee benefits       |  | $             | 8,379  |                  | $ | 8,573 
|Commissions, rebates and marketing programs |  |               | 5,016  |                  |   | 4,430 
|Interest                                    |  |               | 5,625  |                  |   | 2,250 
|Other                                       |  |               | 6,405  |                  |   | 5,284 
|                                            |  |               |        |                  |   |       
|                                            |  | $             | 25,425 |                  | $ | 20,537
|                                            |  |               |        |                  |   |       

Product warranty activity is as follows:



|                                   |  |               |        |   |               |   |      |  
|---------------------------------- |  | ------------- | ------ | - | ------------- | - | ---- | -
|                                   |  | March 31,2006 |        |   | March 31,2005 |  
|Beginning Balance                  |  | $             | 843    |   |               | $ | 520  |  
|Accruals for warranties - current  |  |               | 1,261  |   |               |   | 715  |  
|Settlements made during the period |  |               | (1,182 | ) |               |   | (717 | )
|                                   |  |               |        |   |               |   |      |  
|Ending Balance                     |  | $             | 922    |   |               | $ | 518  |  
|                                   |  |               |        |   |               |   |      |  

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.
|                                                                                         |  | March 31,2006           |         | December 31,2005         |   | March 31,2006 |  | 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%)             |  |                         | 93,764  |                          |   | 91,567        |  |                  |        |  |   |       
|                                                                                         |  |                         |         |                          |   |               |  |                  |         |  |   |        
|Long term debt                                                                           |  | $                       | 243,764 |                          | $ | 241,567       |  | $                | 150,000 |  | $ | 150,000
|                                                                                         |  |                         |         |                          |   |               |  |                  |         |  |   |        

Senior Credit Facility

On October 21, 2003, concurrent with the acquisition of Norcraft Companies LLC by Holdings, 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. Advance debt payments were made on this term loan, and it was repaid in
full during 2005. Availability of funds under the revolving credit facility is reduced by an outstanding letter of credit. The senior credit facility allows for up to $10.0 million in authorized letters of credit. The interest rates on these
facilities are based on LIBOR or prime, plus a premium. The premium is based on the leverage ratio of the Company. At March 31, 2006, the revolving credit facility had an interest rate of LIBOR plus 2.00% and the term loan had a rate of LIBOR
plus 3.00%. Borrowings under the senior credit facility are collateralized by substantially all of the Companys assets. Approximately $5.0 million of letters of credit were outstanding at March 31, 2006 and December 31, 2005. The
total available credit under the revolver at March 31, 2006 and December 31, 2005 was $20.0 million. No amounts were outstanding under the senior credit facility at December 31, 2005 or March 31, 2006.

The senior credit facility contains covenants which, among other things, limit: (i) additional indebtedness; (ii) dividends; (iii) capital
expenditures and (iv) acquisitions, mergers and consolidations. The senior credit facility also contains certain financial covenants, including maximum leverage ratio, minimum interest coverage ratio and minimum fixed charge coverage ratio.

Senior Subordinated Notes

On October 21, 2003, concurrent with the acquisition, an offering of $150 million, 9% senior subordinated notes (the Senior Subordinated Notes) due in 2011 was completed by Norcraft Companies, L.P. and Norcraft Finance
Corp., co-issuers. Interest payments are required semiannually on May 1 and November 1, and began on May 1, 2004. 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, the Company 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, the Company 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 the Company 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 the Company 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 facility also contains certain financial covenants including maximum leverage ratio, minimum interest coverage ratio and minimum fixed charge coverage
ratio. The Company was in compliance with these financial covenants at March 31, 2006.



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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, with the exception of a $0.5
million temporary item which resulted in a difference in cash and other current assets between Holdings and Norcraft for the first quarter of 2006. This item consisted of the issuance of members interests which are generally passed directly
from Holdings to Norcraft. On March 31, 2006, Holdings received cash related to such an issuance; however, there was insufficient time to transfer the funds to Norcraft prior to the end of the period. Subsequent to March 31, 2006, this
cash was transferred to 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 facility also contains certain financial covenants including maximum leverage ratio, minimum interest coverage ratio and minimum fixed charge coverage ratio. The Company was in compliance with these financial covenants at
March 31, 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 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.

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



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CONDENSED CONSOLIDATING BALANCE SHEETS

As of March 31, 2006



|                                       |  |                             |         |                          |   |                 |  |               |       |  |                                    |        |                       |  |               |         |  |                                   |         |  |   |          |   |  |   |        
|-------------------------------------- |  | --------------------------- | ------- | ------------------------ | - | --------------- |  | ------------- | ----- |  | ---------------------------------- | ------ | --------------------- |  | ------------- | ------- |  | --------------------------------- | ------- |  | - | -------- | - |  | - | -------
|                                       |  | Norcraft Companies,L.P. (1) |         | Norcraft FinanceCorp (1) |   | Norcraft Canada |  | Elim-inations |       |  | ConsolidatedNorcraftCompanies,L.P. |        | NorcraftHoldings,L.P. |  | Elim-inations |         |  | ConsolidatedNorcraftHoldings,L.P.
|Current Assets                         |  | $                           | 80,290  |                          | $ |                |  | $             | 1,713 |  | $                                  |       |                       |  | $             | 82,003  |  | $                                 |        |  | $ |         |   |  | $ | 82,003 
|Property, plant & equipment            |  |                             | 31,788  |                          |   |                |  |               | 4,563 |  |                                    |       |                       |  |               | 36,351  |  |                                   |        |  |   |         |   |  |   | 36,351 
|Investments in subsidiary              |  |                             | 2,202   |                          |   |                |  |               |      |  |                                    | (2,202 | )                     |  |               |        |  |                                   | 194,254 |  |   | (194,254 | ) |  |   |       
|Other assets                           |  |                             | 271,090 |                          |   |                |  |               | 213   |  |                                    | (3,560 | )                     |  |               | 267,743 |  |                                   | 2,958   |  |   |         |   |  |   | 270,701
|                                       |  |                             |         |                          |   |                 |  |               |       |  |                                    |        |                       |  |               |         |  |                                   |         |  |   |          |   |  |   |        
|Total assets                           |  | $                           | 385,370 |                          | $ |                |  | $             | 6,489 |  | $                                  | (5,762 | )                     |  | $             | 386,097 |  | $                                 | 197,212 |  | $ | (194,254 | ) |  | $ | 389,055
|                                       |  |                             |         |                          |   |                 |  |               |       |  |                                    |        |                       |  |               |         |  |                                   |         |  |   |          |   |  |   |        
|Current liabilities                    |  | $                           | 41,116  |                          | $ |                |  | $             | 727   |  | $                                  |       |                       |  | $             | 41,843  |  | $                                 |        |  | $ |         |   |  | $ | 41,843 
|Long-term debt                         |  |                             | 150,000 |                          |   |                |  |               | 3,560 |  |                                    | (3,560 | )                     |  |               | 150,000 |  |                                   | 93,764  |  |   |         |   |  |   | 243,764
|Members equity subject to put request |  |                             |        |                          |   |                |  |               |      |  |                                    |       |                       |  |               |        |  |                                   | 48,254  |  |   |         |   |  |   | 48,254 
|Members equity                        |  |                             | 194,254 |                          |   |                |  |               | 2,202 |  |                                    | (2,202 | )                     |  |               | 194,254 |  |                                   | 55,194  |  |   | (194,254 | ) |  |   | 55,194 
|                                       |  |                             |         |                          |   |                 |  |               |       |  |                                    |        |                       |  |               |         |  |                                   |         |  |   |          |   |  |   |        
|Total liabilities & members equity    |  | $                           | 385,370 |                          | $ |                |  | $             | 6,489 |  | $                                  | (5,762 | )                     |  | $             | 386,097 |  | $                                 | 197,212 |  | $ | (194,254 | ) |  | $ | 389,055
|                                       |  |                             |         |                          |   |                 |  |               |       |  |                                    |        |                       |  |               |         |  |                                   |         |  |   |          |   |  |   |        
|                                      
|As of December 31, 2005               
|                                       |  | Norcraft Companies,L.P. (1) |         | Norcraft FinanceCorp (1) |   | Norcraft Canada |  | 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
|--- | ----------



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CONDENSED CONSOLIDATING INCOME STATEMENTS

For the Three Months Ended March 31, 2006



|                                             |  |                            |         |   |                         |   |                |  |   |                |   |  |                                      |        |                        |  |               |         |  |                                   |        |  |   |         |   |  |   |        
|-------------------------------------------- |  | -------------------------- | ------- | - | ----------------------- | - | -------------- |  | - | -------------- | - |  | ------------------------------------ | ------ | ---------------------- |  | ------------- | ------- |  | --------------------------------- | ------ |  | - | ------- | - |  | - | -------
|                                             |  | NorcraftCompanies,L.P. (1) |         |   | NorcraftFinanceCorp (1) |   | NorcraftCanada |  |   | Elim- inations |   |  | Consolidated Norcraft Companies,L.P. |        | Norcraft Holdings,L.P. |  | Elim-inations |         |  | ConsolidatedNorcraftHoldings,L.P.
|Net sales                                    |  | $                          | 108,666 |   |                         | $ |               |  | $ | 4,479          |   |  | $                                    | (4,479 | )                      |  | $             | 108,666 |  | $                                 |       |  | $ |        |   |  | $ | 108,666
|Cost of sales                                |  |                            | 76,755  |   |                         |   |               |  |   | 4,274          |   |  |                                      | (4,479 | )                      |  |               | 76,550  |  |                                   |       |  |   |        |   |  |   | 76,550 
|                                             |  |                            |         |   |                         |   |                |  |   |                |   |  |                                      |        |                        |  |               |         |  |                                   |        |  |   |         |   |  |   |        
|Gross profit                                 |  |                            | 31,911  |   |                         |   |               |  |   | 205            |   |  |                                      |       |                        |  |               | 32,116  |  |                                   |       |  |   |        |   |  |   | 32,116 
|Equity in earnings of subsidiary             |  |                            | 62      |   |                         |   |               |  |   |               |   |  |                                      | (62    | )                      |  |               |        |  |                                   | 10,566 |  |   | (10,566 | ) |  |   |       
|Selling, general and administrative expenses |  |                            | 17,693  |   |                         |   |               |  |   | 123            |   |  |                                      |       |                        |  |               | 17,816  |  |                                   |       |  |   |        |   |  |   | 17,816 
|                                             |  |                            |         |   |                         |   |                |  |   |                |   |  |                                      |        |                        |  |               |         |  |                                   |        |  |   |         |   |  |   |        
|Income (loss) from operations                |  |                            | 14,280  |   |                         |   |               |  |   | 82             |   |  |                                      | (62    | )                      |  |               | 14,300  |  |                                   | 10,566 |  |   | (10,566 | ) |  |   | 14,300 
|Other expense:                               |  |                            |         |   |                         |   |                |  |   |                |   |  |                                      |        |                        |  |               |         |  |                                   |        |  |   |         |   |  |   |        
|Interest expense                             |  |                            | 3,392   |   |                         |   |               |  |   |               |   |  |                                      |       |                        |  |               | 3,392   |  |                                   | 2,197  |  |   |        |   |  |   | 5,589  
|Amortization of deferred financing           |  |                            | 290     |   |                         |   |               |  |   |               |   |  |                                      |       |                        |  |               | 290     |  |                                   | 94     |  |   |        |   |  |   | 384    
|Other, net                                   |  |                            | 32      |   |                         |   |               |  |   | 20             |   |  |                                      |       |                        |  |               | 52      |  |                                   |       |  |   |        |   |  |   | 52     
|                                             |  |                            |         |   |                         |   |                |  |   |                |   |  |                                      |        |                        |  |               |         |  |                                   |        |  |   |         |   |  |   |        
|                                             |  |                            | 3,714   |   |                         |   |               |  |   | 20             |   |  |                                      |       |                        |  |               | 3,734   |  |                                   | 2,291  |  |   |        |   |  |   | 6,025  
|                                             |  |                            |         |   |                         |   |                |  |   |                |   |  |                                      |        |                        |  |               |         |  |                                   |        |  |   |         |   |  |   |        
|Net income                                   |  | $                          | 10,566  |   |                         | $ |               |  | $ | 62             |   |  | $                                    | (62    | )                      |  | $             | 10,566  |  | $                                 | 8,275  |  | $ | (10,566 | ) |  | $ | 8,275  
|                                             |  |                            |         |   |                         |   |                |  |   |                |   |  |                                      |        |                        |  |               |         |  |                                   |        |  |   |         |   |  |   |        
|                                            
|For the Three Months Ended March 31, 2005   
|                                             |  | NorcraftCompanies,L.P. (1) |         |   | NorcraftFinanceCorp (1) |   | NorcraftCanada |  |   | Elim- inations |   |  | Consolidated Norcraft Companies,L.P. |        | Norcraft Holdings,L.P. |  | Elim-inations |         |  | ConsolidatedNorcraftHoldings,L.P.
|Net sales                                    |  | $                          | 91,954  |   |                         | $ |               |  | $ | 2,188          |   |  | $                                    | (2,188 | )                      |  | $             | 91,954  |  | $                                 |       |  | $ |        |   |  | $ | 91,954 
|Cost of sales                                |  |                            | 63,156  |   |                         |   |               |  |   | 2,134          |   |  |                                      | (2,188 | )                      |  |               | 63,102  |  |                                   |       |  |   |        |   |  |   | 63,102 
|                                             |  |                            |         |   |                         |   |                |  |   |                |   |  |                                      |        |                        |  |               |         |  |                                   |        |  |   |         |   |  |   |        
|Gross profit                                 |  |                            | 28,798  |   |                         |   |               |  |   | 54             |   |  |                                      |       |                        |  |               | 28,852  |  |                                   |       |  |   |        |   |  |   | 28,852 
|Equity in earnings of subsidiary             |  |                            | (24     | ) |                         |   |               |  |   |               |   |  |                                      | 24     |                        |  |               |        |  |                                   | 9,323  |  |   | (9,323  | ) |  |   |       
|Selling, general and administrative expenses |  |                            | 14,956  |   |                         |   |               |  |   | 78             |   |  |                                      |       |                        |  |               | 15,034  |  |                                   |       |  |   |        |   |  |   | 15,034 
|                                             |  |                            |         |   |                         |   |                |  |   |                |   |  |                                      |        |                        |  |               |         |  |                                   |        |  |   |         |   |  |   |        
|Income (loss) from operations                |  |                            | 13,818  |   |                         |   |               |  |   | (24            | ) |  |                                      | 24     |                        |  |               | 13,818  |  |                                   | 9,323  |  |   | (9,323  | ) |  |   | 13,818 
|Other expense:                               |  |                            |         |   |                         |   |                |  |   |                |   |  |                                      |        |                        |  |               |         |  |                                   |        |  |   |         |   |  |   |        
|Interest expense                             |  |                            | 3,893   |   |                         |   |               |  |   |               |   |  |                                      |       |                        |  |               | 3,893   |  |                                   | 1,998  |  |   |        |   |  |   | 5,891  
|Amortization of deferred financing           |  |                            | 602     |   |                         |   |               |  |   |               |   |  |                                      |       |                        |  |               | 602     |  |                                   | 86     |  |   |        |   |  |   | 688    
|Other, net                                   |  |                            |        |   |                         |   |               |  |   |               |   |  |                                      |       |                        |  |               |        |  |                                   |       |  |   |        |   |  |   |       
|                                             |  |                            |         |   |                         |   |                |  |   |                |   |  |                                      |        |                        |  |               |         |  |                                   |        |  |   |         |   |  |   |        
|                                             |  |                            | 4,495   |   |                         |   |               |  |   |               |   |  |                                      |       |                        |  |               | 4,495   |  |                                   | 2,084  |  |   |        |   |  |   | 6,579  
|                                             |  |                            |         |   |                         |   |                |  |   |                |   |  |                                      |        |                        |  |               |         |  |                                   |        |  |   |         |   |  |   |        
|Net income                                   |  | $                          | 9,323   |   |                         | $ |               |  | $ | (24            | ) |  | $                                    | 24     |                        |  | $             | 9,323   |  | $                                 | 7,239  |  | $ | (9,323  | ) |  | $ | 7,239  
|                                             |  |                            |         |   |                         |   |                |  |   |                |   |  |                                      |        |                        |  |               |         |  |                                   |        |  |   |         |   |  |   |        



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CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the Three Months Ended March 31, 2006



|                                          |  |                             |        |   |                          |   |                 |  |   |               |   |  |                                      |      |   |                        |   |        |               |  |   |                                   |   |  |   |      |   |  |   |        |  
|----------------------------------------- |  | --------------------------- | ------ | - | ------------------------ | - | --------------- |  | - | ------------- | - |  | ------------------------------------ | ---- | - | ---------------------- | - | ------ | ------------- |  | - | --------------------------------- | - |  | - | ---- | - |  | - | ------ | -
|                                          |  | NorcraftCompanies,L.P. (1)  |        |   | Norcraft FinanceCorp (1) |   | Norcraft Canada |  |   | Elim-inations |   |  | Consolidated Norcraft Companies,L.P. |      |   | Norcraft Holdings,L.P. |   |        | Elim-inations |  |   | ConsolidatedNorcraftHoldings,L.P. |  
|Cash flows from operating activities      |  | $                           | 16,145 |   |                          | $ |                |  | $ | 450           |   |  | $                                    |     |   |                        | $ | 16,595 |               |  | $ | 525                               |   |  | $ |     |   |  | $ | 17,120 |  
|Cash flows from investing activities      |  |                             | (3,081 | ) |                          |   |                |  |   | (156          | ) |  |                                      | (342 | ) |                        |   | (3,579 | )             |  |   | (738                              | ) |  |   | 738  |   |  |   | (3,579 | )
|Cash flows from financing activities      |  |                             | (904   | ) |                          |   |                |  |   | (342          | ) |  |                                      | 342  |   |                        |   | (904   | )             |  |   | 738                               |   |  |   | (738 | ) |  |   | (904   | )
|Cumulative translation adjustment         |  |                             |       |   |                          |   |                |  |   | (31           | ) |  |                                      |     |   |                        |   | (31    | )             |  |   |                                  |   |  |   |     |   |  |   | (31    | )
|                                          |  |                             |        |   |                          |   |                 |  |   |               |   |  |                                      |      |   |                        |   |        |               |  |   |                                   |   |  |   |      |   |  |   |        |  
|Net increase (decrease) in cash           |  |                             | 12,160 |   |                          |   |                |  |   | (79           | ) |  |                                      |     |   |                        |   | 12,081 |               |  |   | 525                               |   |  |   |     |   |  |   | 12,606 |  
|Cash, beginning of period                 |  |                             | 854    |   |                          |   |                |  |   | 79            |   |  |                                      |     |   |                        |   | 933    |               |  |   |                                  |   |  |   |     |   |  |   | 933    |  
|                                          |  |                             |        |   |                          |   |                 |  |   |               |   |  |                                      |      |   |                        |   |        |               |  |   |                                   |   |  |   |      |   |  |   |        |  
|Cash, end of period                       |  | $                           | 13,014 |   |                          | $ |                |  | $ |              |   |  | $                                    |     |   |                        | $ | 13,014 |               |  | $ | 525                               |   |  | $ |     |   |  | $ | 13,539 |  
|                                          |  |                             |        |   |                          |   |                 |  |   |               |   |  |                                      |      |   |                        |   |        |               |  |   |                                   |   |  |   |      |   |  |   |        |  
|                                         
|For the Three Months Ended March 31, 2005 | 
|                                          |  | Norcraft Companies,L.P. (1) |        |   | Norcraft FinanceCorp (1) |   | Norcraft Canada |  |   | Elim-inations |   |  | Consolidated Norcraft Companies,L.P. |      |   | Norcraft Holdings,L.P. |   |        | Elim-inations |  |   | ConsolidatedNorcraftHoldings,L.P. |  
|Cash flows from operating activities      |  | $                           | 11,341 |   |                          | $ |                |  | $ | 124           |   |  | $                                    |     |   |                        | $ | 11,465 |               |  | $ |                                  |   |  | $ |     |   |  | $ | 11,465 |  
|Cash flows from investing activities      |  |                             | (3,288 | ) |                          |   |                |  |   | (112          | ) |  |                                      | (40  | ) |                        |   | (3,440 | )             |  |   | 239                               |   |  |   | (239 | ) |  |   | (3,440 | )
|Cash flows from financing activities      |  |                             | (6,239 | ) |                          |   |                |  |   | (40           | ) |  |                                      | 40   |   |                        |   | (6,239 | )             |  |   | (239                              | ) |  |   | 239  |   |  |   | (6,239 | )
|Cumulative translation adjustment         |  |                             |       |   |                          |   |                |  |   | (37           | ) |  |                                      |     |   |                        |   | (37    | )             |  |   |                                  |   |  |   |     |   |  |   | (37    | )
|                                          |  |                             |        |   |                          |   |                 |  |   |               |   |  |                                      |      |   |                        |   |        |               |  |   |                                   |   |  |   |      |   |  |   |        |  
|Net decrease (increase) in cash           |  |                             | 1,814  |   |                          |   |                |  |   | (65           | ) |  |                                      |     |   |                        |   | 1,749  |               |  |   |                                  |   |  |   |     |   |  |   | 1,749  |  
|Cash, beginning of period                 |  |                             | 664    |   |                          |   |                |  |   | 159           |   |  |                                      |     |   |                        |   | 823    |               |  |   |                                  |   |  |   |     |   |  |   | 823    |  
|                                          |  |                             |        |   |                          |   |                 |  |   |               |   |  |                                      |      |   |                        |   |        |               |  |   |                                   |   |  |   |      |   |  |   |        |  
|Cash, end of period                       |  | $                           | 2,478  |   |                          | $ |                |  | $ | 94            |   |  | $                                    |     |   |                        | $ | 2,572  |               |  | $ |                                  |   |  | $ |     |   |  | $ | 2,572  |  
|                                          |  |                             |        |   |                          |   |                 |  |   |               |   |  |                                      |      |   |                        |   |        |               |  |   |                                   |   |  |   |      |   |  |   |        |  

---

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



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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 continue to experience significant organic sales growth due to industry growth and increased market share. Our profitability at the gross margin level has also grown, but at a lesser pace than sales due to material
price increases in our industry, transportation cost increases, and production inefficiencies in our plants. Profitability levels for Norcraft at the net income level have improved slightly relative to prior-year periods because of leveraged
selling, general and administrative expenses.

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



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StarMark and Fieldstone brands through the acquisition of the assets of StarMark, Inc., located in Sioux Falls, South
Dakota, in March 2002.

On October 21, 2003, 100% of the outstanding membership units of Norcraft Companies, LLC 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.      |   |  | Norcraft Companies, L.P.     |  
|                                             |  | Three Months Ended March 31, |   |  | Three Months Ended March 31, |  
|                                             |  | 2006                         |   |  | 2005                         |   |  | 2006  |   |  | 2005  |  
|Net sales                                    |  | 100.0                        | % |  | 100.0                        | % |  | 100.0 | % |  | 100.0 | %
|Cost of sales                                |  | 70.4                         | % |  | 68.6                         | % |  | 70.4  | % |  | 68.6  | %
|                                             |  |                              |   |  |                              |   |  |       |   |  |       |  
|Gross profit                                 |  | 29.6                         | % |  | 31.4                         | % |  | 29.6  | % |  | 31.4  | %
|Selling, general and administrative expenses |  | 16.4                         | % |  | 16.4                         | % |  | 16.4  | % |  | 16.4  | %
|                                             |  |                              |   |  |                              |   |  |       |   |  |       |  
|Income from operations                       |  | 13.2                         | % |  | 15.0                         | % |  | 13.2  | % |  | 15.0  | %
|Interest expense                             |  | 5.1                          | % |  | 6.4                          | % |  | 3.1   | % |  | 4.2   | %
|Amortization of deferred financing costs     |  | 0.4                          | % |  | 0.7                          | % |  | 0.3   | % |  | 0.7   | %
|Other, net                                   |  | 0.0                          | % |  | 0.0                          | % |  | 0.0   | % |  | 0.0   | %
|                                             |  |                              |   |  |                              |   |  |       |   |  |       |  
|Net income                                   |  | 7.6                          | % |  | 7.9                          | % |  | 9.7   | % |  | 10.1  | %
|                                             |  |                              |   |  |                              |   |  |       |   |  |       |  

Three Months Ended March 31, 2006 Compared with Three Months Ended March 31, 2005

Net Sales. Net sales increased by $16.7 million, or 18.2%, from $92.0 million for the three months ended March 31, 2005 to $108.7 million for the same period
of 2006. Each division contributed to the strong growth in sales with Mid Continent making up just over half of the overall increase in net sales, StarMark making up just under a third, and UltraCraft making up the remainder. As the housing market
grew, Norcraft has been able to capture a larger share of the market in each division, due to our ability to deliver innovative, quality products on time. During the quarter, we implemented price increases which, due to the time needed for an
increase to take hold, contributed minimally to the total increase in sales.

Cost of Sales. Cost of sales increased by $13.5 million, or 21.3%,
from $63.1 million for the three months ended March 31, 2005 to $76.6 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 increased from 68.6% for
the three months ended March 31, 2005 to 70.4% for the same period of 2006.

Gross Profit. Gross profit increased by $3.2 million, or 11.3%,
from $28.9 million for the three months ended March 31, 2005 to $32.1 million for the same period of 2006. Gross profit as a percentage of net sales decreased from 31.4% for the three months ended March 31, 2005 to 29.6% for the same
period of 2006. 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 three months ended March 31, 2005. Gross profit was also negatively impacted by increased freight costs and continuing production inefficiencies.

Selling, General and Administrative Expenses. Selling, general and administrative expenses increased by $2.8 million, or 18.5%, from $15.0 million for the three months ended March 31, 2005 to $17.8 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 three months
ended March 31, 2005. Selling, general and administrative expenses were $1.8 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



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increased sales volume. Selling, general and administrative expenses as a percentage of net sales was 16.4% for the three
months ended March 31, 2005 and 2006.

Income from Operations.Income from operations increased by $0.5 million, or 3.5%, from $13.8 million
for the three months ended March 31, 2005 compared to $14.3 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 decreased from
15.0% for the three months ended March 31, 2005 to 13.2% 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 $0.6 million, or 8.4%, from $6.6 million for the three months ended March 31, 2005 to $6.0 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 $242.7 million and $261.1 during the three months ended March 31, 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 $0.3 million during the three months ended March 31, 2006
and compared to the three months ended March 31, 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 7.2%
for the three months ended March 31, 2005 to 5.5% for the same period of 2006.

Interest, amortization of deferred financing fees, and other expenses
decreased for Norcraft by $0.8 million, or 16.9%, from $4.5 million for the three months ended March 31, 2005 to $3.7 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 4.9% for the three months ended March 31, 2005 to 3.4% for the same period of 2006.

Net Income.
Holdings net income increased $1.1 million from $7.2 million for the three months ended March 31, 2005 to $8.3 million for the same period of 2006, for the reasons described above. Net income as a percentage of net sales for Holdings
decreased from 7.9% for the three months ended March 31, 2005 to 7.6% for the same period of 2006.

Norcrafts net income increased $1.3 million
from $9.3 million for the three months ended March 31, 2005 to $10.6 million for the same period of 2006, for the reasons described above. Net income as a percentage of net sales for Norcraft decreased from 10.1% for the three months ended
March 31, 2005 to 9.7% for the same period of 2006.

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 of Holdings was $17.1
million for the three months ended March 31, 2006, compared with $11.5 million for the same period of 2005, an increase of $5.6 million. The increase was primarily due to the increase in net income of $1.1 million, complimented by the change in
operating assets of $0.8 million and the change in operating liabilities of $3.1 million, primarily due to $3.4 million of partnership tax distribution accrued at March 31, 2006.

Cash provided by operating activities of Norcraft was $16.6 million for the three months ended March 31, 2006, compared with $11.5 million for the same period of 2005, an increase of $5.1 million. The increase
was primarily due to the increase in net income of $1.2 million, complimented by the change in operating assets of $0.3 million and the change in operating liabilities of $3.1 million, primarily due to $3.4 million of partnership tax distribution
accrued at March 31, 2006. In the first quarter of 2006, there was a $0.5 million temporary item which resulted in a difference in cash and other current assets between Holdings and Norcraft. This item consisted of the issuance of members
interests which are generally passed directly from Holdings to Norcraft. On March 31, 2006, Holdings received cash related to such an issuance; however, there was insufficient time to transfer the funds to Norcraft prior to the end of the period.
Subsequent to March 31, 2006, this cash was transferred to Norcraft.

Cash used in investing activities was $3.6 million for the three months ended
March 31, 2006, compared with $3.4 million for the same period of 2005, an increase of $0.2 million. Capital expenditures were $1.8 million for the three months ended March 31, 2006, compared with $1.9 million for the same period of 2005,
a decrease of $0.1 million. Additionally, expenditures for display cabinets were $1.9 million for the three months ended March 31, 2006, compared with $1.6 million for the same period of 2005, an increase of $0.3 million.

Cash used in financing activities was $0.9 million for the three months ended March 31, 2006, compared with $6.2 million used in the same period of 2005, a decrease
of $5.3 million. This decrease was primarily due to prepayments on the term loan, which were $6.0 million for the three months ended March 31, 2005. The term loan was paid in full during 2005; therefore there were no term loan payments during
the three months ended March 31, 2006. Additionally, the change in book overdrafts payable was $1.6 million for the three months ended March 31, 2006, as compared to no change during the three months ended March 31, 2005.

We anticipate that the funds generated by operations and funds available under the 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.



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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 no tax distribution paid for the three months ended March 31, 2006. There
was, however, $0.01 million received back from an equity holder who requested that the distribution be paid directly to the taxing authority on their behalf. These funds will be redistributed with the June, 2006 distribution.

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.

Item 3. Quantitative and Qualitative Disclosures of Market Risk

As of March 31, 2006, the Company had a $25.0 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 March 31, 2006, there were no borrowings under this facility. We have no
interest rate swap agreements.

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 March 31, 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 March 31, 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
March 31, 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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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 6. Exhibits



|     |  |                                                                                                                                                                          
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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: May 15, 2006          |  |  |  | Date: May 15, 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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