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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549



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FORM 10-Q/A



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



For the quarterly period ended March 31, 2005



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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|                                                               |  |                                                                                               |  |                                     
|-------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------- |  | ------------------------------------
|(State or other jurisdiction of incorporation or organization) |  | (Primary Standard Industrial Classification Code Number of Registrant and each Co-Registrant) |  | (I.R.S. Employer Identification No.)



Norcraft Holdings,
L.P.

Norcraft Companies, L.P.

(Exact name of registrants as specified in their charters)



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|         |  |      |  |           
|-------- |  | ---- |  | ----------
|Delaware |  | 2434 |  | 75-3132727
|Delaware |  | 2434 |  | 36-4231718



3020 Denmark Avenue,
Suite 100

Eagan, MN 55121

(800) 297-0661

(Address of Principal Executive Offices)



(800) 297-0661

(Registrants Telephone Number, Including Area Code)



Not Applicable

(Former name, former address and former fiscal year, if changed since last report)



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



Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange
Act).    Yes ̈No  x.



Indicate by check mark whether the registrant is a shell
company (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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EXPLANATORY NOTE



During the routine review of Norcraft Holdings, L.P.s (Holdings) Form 10-Q for the period ended June 30, 2005, Holdings
examined the classification on its balance sheet of a portion of its outstanding limited partnership units. The Company had classified these securities as a component of stockholders equity in its financial statements for the periods ended
March 31, 2005 filed in its Form 10-Q with the SEC (the Original Filing).



Based on the review of the terms and conditions of outstanding limited partnership units, Holdings noted that certain employee equity holders may request that Holdings repurchase limited partnership units upon their death or disability.
Following such a request, Holdings must use commercially reasonable efforts to repurchase such units at fair market value, subject to limitations on the repurchase of equity contained in Norcraft Companies, L.P.s (Norcraft,
together with Holdings, the Company) senior credit facility and the indentures governing the Companys outstanding senior discount notes and senior subordinated notes. Because such a provision could result in a cash liquidation of
the limited partnership units that is outside the control of the Company, management has concluded that these outstanding limited partnership units should be classified as a component of members equity subject to put request, or mezzanine
equity and not a component of members equity, or permanent equity on the Companys balance sheet. Any changes in the fair market value of these units are reported as changes in members equity subject to put request in the statement
of members equity and comprehensive income. The restated financial statements for the periods ended March 31, 2005 are reflected in this Amendment to the Companys Quarterly Report on Form 10-Q. The restatement is a correction in
classification of certain limited partnership units of Holdings between members equity subject to put request, or mezzanine equity, and members equity, or permanent equity, on the balance sheet and has no impact on the Companys
historical statements of operations or cash flows. See further discussion in Note 9. In addition to this amended Form 10-Q for the quarter ended March 31, 2005, the Company has also amended its Forms 10-Q for the quarter ended September 30, 2004 and
its Form 10-K for the year ended December 31, 2004.



Pursuant to this Form
10-Q/ANorcraft Holdings, L.P. amends the following information previously included in the Form 10-Q for the period ended March 31, 2005 filed on May 16, 2005:



| |  |  | Item 1: Unaudited Consolidated Financial Statements
| | - |  | ---------------------------------------------------



| |  |  | Consolidated Balance Sheets at March 31, 2005 and December 31, 2004
| | - |  | -------------------------------------------------------------------



| |  |  | Consolidated Statements of Changes in Members Equity for the period ended March 31, 2004
| | - |  | -----------------------------------------------------------------------------------------



| |  |  | Note 8: Restatement
| | - |  | -------------------



| |  |  | Item 4: Controls and Procedures
| | - |  | -------------------------------



Additionally, this Form 10-Q/A contains new exhibits 31.1, 31.2, 32.1 and 32.2, dated the date of the filing of this Form 10-Q/A. Except for the amended information
described above, this Form 10-Q/A continues to describe conditions as of the date of the Original Filing, and we have not updated the disclosures contained herein to reflect events that have occurred subsequent to that date. Other events occurring
after the date of the Original Fling or other information necessary to reflect subsequent events have been disclosed in reports filed with the SEC subsequent to the Original Filing.



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Item 1.



Consolidated Balance Sheets

(dollar
amounts in thousands)

(unaudited)



|                                       |  |                         |         |                          |   |               |  |                  |         |  |   |        
|-------------------------------------- |  | ----------------------- | ------- | ------------------------ | - | ------------- |  | ---------------- | ------- |  | - | -------
|                                       |  | Norcraft Holdings, L.P. |         | Norcraft Companies, L.P.
|                                       |  | March 31,2005           |         | December 31,2004         |   | March 31,2005 |  | December 31,2004
|                                       |  | (Restated. SeeNote 9)   |         | (Restated. SeeNote 9)    |   |               |  |                 
|ASSETS                                 |  |                         |         |                          |   |               |  |                  |         |  |   |        
|Current assets:                        |  |                         |         |                          |   |               |  |                  |         |  |   |        
|Cash                                   |  | $                       | 2,572   |                          | $ | 823           |  | $                | 2,572   |  | $ | 823    
|Trade accounts receivable, net         |  |                         | 36,738  |                          |   | 33,056        |  |                  | 36,738  |  |   | 33,056 
|Inventories                            |  |                         | 24,158  |                          |   | 21,886        |  |                  | 24,158  |  |   | 21,886 
|Prepaid expenses                       |  |                         | 1,574   |                          |   | 1,497         |  |                  | 1,575   |  |   | 1,497  
|                                       |  |                         |         |                          |   |               |  |                  |         |  |   |        
|Total current assets                   |  |                         | 65,042  |                          |   | 57,262        |  |                  | 65,043  |  |   | 57,262 
|Property, plant and equipment, net     |  |                         | 35,568  |                          |   | 34,959        |  |                  | 35,568  |  |   | 34,959 
|Other assets:                          |  |                         |         |                          |   |               |  |                  |         |  |   |        
|Goodwill                               |  |                         | 148,459 |                          |   | 148,459       |  |                  | 148,459 |  |   | 148,459
|Customer relationships, net            |  |                         | 60,548  |                          |   | 61,664        |  |                  | 60,548  |  |   | 61,664 
|Brand names                            |  |                         | 49,000  |                          |   | 49,000        |  |                  | 49,000  |  |   | 49,000 
|Deferred financing costs, net          |  |                         | 11,835  |                          |   | 12,523        |  |                  | 8,513   |  |   | 9,116  
|Display cabinets, net                  |  |                         | 6,711   |                          |   | 6,034         |  |                  | 6,711   |  |   | 6,034  
|Deposits                               |  |                         | 91      |                          |   | 91            |  |                  | 91      |  |   | 91     
|                                       |  |                         |         |                          |   |               |  |                  |         |  |   |        
|Total other assets                     |  |                         | 276,644 |                          |   | 277,771       |  |                  | 273,322 |  |   | 274,364
|                                       |  |                         |         |                          |   |               |  |                  |         |  |   |        
|Total assets                           |  | $                       | 377,254 |                          | $ | 369,992       |  | $                | 373,933 |  | $ | 366,585
|                                       |  |                         |         |                          |   |               |  |                  |         |  |   |        
|LIABILITIES AND MEMBERS EQUITY        |  |                         |         |                          |   |               |  |                  |         |  |   |        
|Current liabilities:                   |  |                         |         |                          |   |               |  |                  |         |  |   |        
|Current portion of long-term debt      |  | $                       | 1,313   |                          | $ |              |  | $                | 1,313   |  | $ |       
|Accounts payable                       |  |                         | 11,131  |                          |   | 7,299         |  |                  | 11,131  |  |   | 7,299  
|Accrued expenses                       |  |                         | 20,323  |                          |   | 19,888        |  |                  | 20,323  |  |   | 19,888 
|Members distribution payable          |  |                         | 1,000   |                          |   |              |  |                  | 1,000   |  |   |        
|                                       |  |                         |         |                          |   |               |  |                  |         |  |   |        
|Total current liabilities              |  |                         | 33,767  |                          |   | 27,187        |  |                  | 33,767  |  |   | 27,187 
|Long-term debt                         |  |                         | 258,437 |                          |   | 263,752       |  |                  | 173,187 |  |   | 180,500
|                                       |  |                         |         |                          |   |               |  |                  |         |  |   |        
|Commitments and contingencies          |  |                         |         |                          |   |               |  |                  |         |  |   |        
|Members equity subject to put request |  |                         | 32,282  |                          |   | 26,377        |  |                  |        |  |   |       
|Members equity                        |  |                         | 52,768  |                          |   | 52,676        |  |                  | 166,979 |  |   | 158,898
|                                       |  |                         |         |                          |   |               |  |                  |         |  |   |        
|Total liabilities and members equity  |  | $                       | 377,254 |                          | $ | 369,992       |  | $                | 373,933 |  | $ | 366,585
|                                       |  |                         |         |                          |   |               |  |                  |         |  |   |        



See notes to
consolidated financial statements.



3



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Consolidated Statements of Income

(dollar amounts in thousands)

(unaudited)



|                                             |  |                         |        |               |                          |        |               |  |               |        |  |   |        |  
|-------------------------------------------- |  | ----------------------- | ------ | ------------- | ------------------------ | ------ | ------------- |  | ------------- | ------ |  | - | ------ | -
|                                             |  | Norcraft Holdings, L.P. |        |               | Norcraft Companies, L.P. |       
|                                             |  | March 31,2005           |        | March 31,2004 |                          |        | March 31,2005 |  | March 31,2004 |       
|Net sales                                    |  | $                       | 91,954 |               | $                        | 68,593 |               |  | $             | 91,954 |  | $ | 68,593 |  
|Cost of sales                                |  |                         | 63,102 |               |                          | 45,794 |               |  |               | 63,102 |  |   | 45,794 |  
|                                             |  |                         |        |               |                          |        |               |  |               |        |  |   |        |  
|Gross profit                                 |  |                         | 28,852 |               |                          | 22,799 |               |  |               | 28,852 |  |   | 22,799 |  
|Selling, general and administrative expenses |  |                         | 15,034 |               |                          | 13,322 |               |  |               | 15,034 |  |   | 13,322 |  
|                                             |  |                         |        |               |                          |        |               |  |               |        |  |   |        |  
|Income from operations                       |  |                         | 13,818 |               |                          | 9,477  |               |  |               | 13,818 |  |   | 9,477  |  
|Other expense (income):                      |  |                         |        |               |                          |        |               |  |               |        |  |   |        |  
|Interest expense                             |  |                         | 5,891  |               |                          | 3,938  |               |  |               | 3,893  |  |   | 3,938  |  
|Amortization of deferred financing costs     |  |                         | 688    |               |                          | 628    |               |  |               | 602    |  |   | 628    |  
|Other, net                                   |  |                         |       |               |                          | (4     | )             |  |               |       |  |   | (4     | )
|                                             |  |                         |        |               |                          |        |               |  |               |        |  |   |        |  
|                                             |  |                         | 6,579  |               |                          | 4,562  |               |  |               | 4,495  |  |   | 4,562  |  
|                                             |  |                         |        |               |                          |        |               |  |               |        |  |   |        |  
|Net income                                   |  | $                       | 7,239  |               | $                        | 4,915  |               |  | $             | 9,323  |  | $ | 4,915  |  
|                                             |  |                         |        |               |                          |        |               |  |               |        |  |   |        |  



See notes to
consolidated financial statements.



4



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Consolidated Statements of Members Equity and Comprehensive Income

(dollar amounts in thousands)

(unaudited)



|                                                      |  |                          |         |   |                                             |   |     |                                 |  |   |        |  
|----------------------------------------------------- |  | ------------------------ | ------- | - | ------------------------------------------- | - | --- | ------------------------------- |  | - | ------ | -
|                                                      |  | Norcraft Holdings, L.P.  |        
|                                                      |  | Membersequity           |         |   | Accumulated othercomprehensiveincome (loss) |   |     | Totalcomprehensiveincome (loss) | 
|                                                      |  | (Restated. SeeNote 9)    |         |   |                                             |   |     |                                 | 
|Balance, December 31, 2004, as previously reported    |  | $                        | 79,053  |   |                                             | $ | (23 | )                               |  | $ | 25,154 |  
|Restatement adjustment                                |  |                          | (26,377 | ) |                                             |   |    |                                 |  |   |       |  
|                                                      |  |                          |         |   |                                             |   |     |                                 |  |   |        |  
|Balance, December 31, 2004, restated                  |  | $                        | 52,676  |   |                                             | $ | (23 | )                               |  | $ | 25,154 |  
|Issuance of members interest                         |  |                          | 52      |   |                                             |   |    |                                 |  |   |       |  
|Accretion on members interest subject to put request |  |                          | (5,905  | ) |                                             |   |    |                                 |  |   |       |  
|Distribution to members                               |  |                          | (3      | ) |                                             |   |    |                                 |  |   |       |  
|Repurchase of members interest                       |  |                          | (236    | ) |                                             |   |    |                                 |  |   |       |  
|Member tax distributions declared                     |  |                          | (1,000  | ) |                                             |   |    |                                 |  |   |       |  
|Cumulative translation adjustment                     |  |                          | (55     | ) |                                             |   | (55 | )                               |  |   | (55    | )
|Net income                                            |  |                          | 7,239   |   |                                             |   |    |                                 |  |   | 7,239  |  
|                                                      |  |                          |         |   |                                             |   |     |                                 |  |   |        |  
|Balance, March 31, 2005, restated                     |  | $                        | 52,768  |   |                                             | $ | (78 | )                               |  | $ | 32,338 |  
|                                                      |  |                          |         |   |                                             |   |     |                                 |  |   |        |  
|                                                      | 
|                                                      |  | Norcraft Companies, L.P. |        
|                                                      |  | MembersEquity           |         |   | Accumulated othercomprehensiveincome (loss) |   |     | Totalcomprehensiveincome (loss) | 
|Balance, December 31, 2004                            |  | $                        | 158,898 |   |                                             | $ | (23 | )                               |  | $ | 28,197 |  
|Issuance of members interest                         |  |                          | 52      |   |                                             |   |    |                                 |  |   |       |  
|Distribution to members                               |  |                          | (3      | ) |                                             |   |    |                                 |  |   |       |  
|Repurchase of members interest                       |  |                          | (236    | ) |                                             |   |    |                                 |  |   |       |  
|Member tax distributions declared                     |  |                          | (1,000  | ) |                                             |   |    |                                 |  |   |       |  
|Cumulative translation adjustment                     |  |                          | (55     | ) |                                             |   | (55 | )                               |  |   | (55    | )
|Net income                                            |  |                          | 9,323   |   |                                             |   |    |                                 |  |   | 9,323  |  
|                                                      |  |                          |         |   |                                             |   |     |                                 |  |   |        |  
|Balance, March 31, 2005                               |  | $                        | 166,979 |   |                                             | $ | (78 | )                               |  | $ | 37,465 |  
|                                                      |  |                          |         |   |                                             |   |     |                                 |  |   |        |  



See notes to
consolidated financial statements.



5



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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, |  
|                                                                                  |  | 2005                        |        |   | 2004                        |   |        | 2005 |  |   | 2004   |  
|Cash flows from operating activities:                                             |  |                             |        |   |                             |   |        |      |  |   |        |   |  |   |        |  
|Net income                                                                        |  | $                           | 7,239  |   |                             | $ | 4,915  |      |  | $ | 9,323  |   |  | $ | 4,915  |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                             |        |   |                             |   |        |      |  |   |        |   |  |   |        |  
|Depreciation and amortization of property, plant and equipment:                   |  |                             | 1,190  |   |                             |   | 1,015  |      |  |   | 1,190  |   |  |   | 1,015  |  
|Amortization:                                                                     |  |                             |        |   |                             |   |        |      |  |   |        |   |  |   |        |  
|Customer relationships                                                            |  |                             | 1,116  |   |                             |   | 1,117  |      |  |   | 1,116  |   |  |   | 1,117  |  
|Deferred financing costs                                                          |  |                             | 688    |   |                             |   | 628    |      |  |   | 602    |   |  |   | 628    |  
|Display cabinets                                                                  |  |                             | 910    |   |                             |   | 617    |      |  |   | 910    |   |  |   | 617    |  
|Provision for uncollectible accounts receivable                                   |  |                             | 194    |   |                             |   | 190    |      |  |   | 194    |   |  |   | 190    |  
|Provision for obsolete and excess inventory                                       |  |                             | 150    |   |                             |   | (10    | )    |  |   | 150    |   |  |   | (10    | )
|Provision for warranty claims                                                     |  |                             | 715    |   |                             |   | 456    |      |  |   | 715    |   |  |   | 436    |  
|Accreted interest borrowings on senior notes                                      |  |                             | 1,998  |   |                             |   |       |      |  |   |       |   |  |   |       |  
|Stock compensation expense                                                        |  |                             | 52     |   |                             |   |       |      |  |   | 52     |   |  |   |       |  
|Loss (gain) on sale of equipment                                                  |  |                             | 54     |   |                             |   | (3     | )    |  |   | 54     |   |  |   | (3     | )
|Change in operating assets and liabilities:                                       |  |                             |        |   |                             |   |        |      |  |   |        |   |  |   |        |  
|Accounts receivable                                                               |  |                             | (3,878 | ) |                             |   | (4,138 | )    |  |   | (3,878 | ) |  |   | (4,138 | )
|Inventories                                                                       |  |                             | (2,431 | ) |                             |   | (3,267 | )    |  |   | (2,431 | ) |  |   | (3,267 | )
|Prepaid expenses                                                                  |  |                             | (78    | ) |                             |   | 271    |      |  |   | (78    | ) |  |   | 271    |  
|Other assets                                                                      |  |                             |       |   |                             |   | 11     |      |  |   |       |   |  |   | 11     |  
|Accounts payable and accrued liabilities                                          |  |                             | 3,546  |   |                             |   | 291    |      |  |   | 3,546  |   |  |   | 311    |  
|                                                                                  |  |                             |        |   |                             |   |        |      |  |   |        |   |  |   |        |  
|Net cash provided by operating activities                                         |  |                             | 11,465 |   |                             |   | 2,093  |      |  |   | 11,465 |   |  |   | 2,093  |  
|                                                                                  |  |                             |        |  
|Cash flows from investing activities:                                             |  |                             |        |   |                             |   |        |      |  |   |        |   |  |   |        |  
|Proceeds from sale of property and equipment                                      |  |                             | 10     |   |                             |   | 13     |      |  |   | 10     |   |  |   | 13     |  
|Purchase of property, plant and equipment                                         |  |                             | (1,863 | ) |                             |   | (2,090 | )    |  |   | (1,863 | ) |  |   | (2,090 | )
|Purchase of display cabinets                                                      |  |                             | (1,587 | ) |                             |   | (1,601 | )    |  |   | (1,587 | ) |  |   | (1,601 | )
|                                                                                  |  |                             |        |   |                             |   |        |      |  |   |        |   |  |   |        |  
|Net cash used in investing activities                                             |  |                             | (3,440 | ) |                             |   | (3,678 | )    |  |   | (3,440 | ) |  |   | (3,678 | )
|                                                                                  |  |                             |        |  
|Cash flows from financing activities:                                             |  |                             |        |   |                             |   |        |      |  |   |        |   |  |   |        |  
|Payments on term loan                                                             |  |                             | (6,000 | ) |                             |   | (1,250 | )    |  |   | (6,000 | ) |  |   | (1,250 | )
|Proceeds from issuance of member interests                                        |  |                             |       |   |                             |   | 908    |      |  |   |       |   |  |   | 908    |  
|Repurchase of members interests                                                  |  |                             | (236   | ) |                             |   |       |      |  |   | (236   | ) |  |   |       |  
|Tax distributions to members                                                      |  |                             | (3     | ) |                             |   |       |      |  |   | (3     | ) |  |   |       |  
|                                                                                  |  |                             |        |   |                             |   |        |      |  |   |        |   |  |   |        |  
|Net cash used in financing activities                                             |  |                             | (6,239 | ) |                             |   | (342   | )    |  |   | (6,239 | ) |  |   | (342   | )
|Effect of exchange rates on cash                                                  |  |                             | (37    | ) |                             |   | (65    | )    |  |   | (37    | ) |  |   | (65    | )
|                                                                                  |  |                             |        |   |                             |   |        |      |  |   |        |   |  |   |        |  
|Net increase (decrease) in cash                                                   |  |                             | 1,749  |   |                             |   | (1,992 | )    |  |   | 1,749  |   |  |   | (1,992 | )
|Cash, beginning of the period                                                     |  |                             | 823    |   |                             |   | 2,583  |      |  |   | 823    |   |  |   | 2,583  |  
|                                                                                  |  |                             |        |   |                             |   |        |      |  |   |        |   |  |   |        |  
|Cash, end of period                                                               |  | $                           | 2,572  |   |                             | $ | 591    |      |  | $ | 2,572  |   |  | $ | 591    |  
|                                                                                  |  |                             |        |   |                             |   |        |      |  |   |        |   |  |   |        |  
|Supplemental disclosure of cash flow information:                                 |  |                             |        |   |                             |   |        |      |  |   |        |   |  |   |        |  
|Cash paid during the period for interest                                          |  | $                           | 472    |   |                             | $ | 597    |      |  | $ | 472    |   |  | $ | 597    |  
|                                                                                  |  |                             |        |   |                             |   |        |      |  |   |        |   |  |   |        |  
|Supplemental disclosure of non-cash transactions:                                 |  |                             |        |   |                             |   |        |      |  |   |        |   |  |   |        |  
|Tax distributions declared but not paid                                           |  | $                           | 1,000  |   |                             | $ |       |      |  | $ | 1,000  |   |  | $ |       |  
|                                                                                  |  |                             |        |   |                             |   |        |      |  |   |        |   |  |   |        |  



See notes to
consolidated financial statements.



6



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

Notes to Consolidated Financial
Statements

(in thousands)

(unaudited)



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



As more fully discussed in Note 9, Norcraft Holdings, L.P. restated its consolidated balance sheets as of December 31, 2003, June 30, 2004, September 30,
2004, December 31, 2004, and March 31, 2005 and statements of members equity and comprehensive income for the periods ended December 31, 2003, June 30, 2004, September 30, 2004, December 31, 2004, and March 31, 2005 included in the
accompanying consolidated audited financial statements to correct a classification error related to outstanding limited partnership units held by certain members of management.



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 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. In August 2004, Holdings and Norcraft
Capital Corp., Holdings wholly owned subsidiary, 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 Holdings presented for all periods represent those of its wholly owned subsidiary Norcraft.



Norcraft GP, L.L.C. (Norcraft GP), a Delaware limited liability company, is the general partner of Holdings and Norcraft. Norcraft GP does not
hold any equity interest in Holdings or Norcraft, but as a general partner of each entity, it controls both entities. The members of Norcraft GP are SKM Norcraft Corp., Trimaran Cabinet Corp. and Buller Norcraft Holdings, L.L.C. Norcraft GP has not
been capitalized and has no assets or liabilities as of December 31, 2004 or 2003. Furthermore, Norcraft GP has no commitment to fund cash flow deficits or furnish direct or indirect financial assistance to the Company.



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 2004, as filed with the commission. The interim consolidated financial statements as
of March 31, 2005 and for the three months ended March 31, 2004 include all normal recurring adjustments which management considers necessary for fair presentation.



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



The Company accounts for stock-based compensation using the fair value method prescribed in Statement of Accounting Standards No. 123, Accounting
for Stock-Based Compensation. Compensation for stock awards, if any, is measured at the fair value of the reward less any consideration received in exchange for the award. Compensation expense related to stock options was $0.05 million for the
three months ended March 31, 2005 with no such expense for the three months ended March 31, 2004.



During the first quarter of 2005, the Company granted no additional options.



7



---

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



Trade accounts receivable consists of the following:



|                                           |  |               |        |   |                  |   |        |  
|------------------------------------------ |  | ------------- | ------ | - | ---------------- | - | ------ | -
|                                           |  | March 31,2005 |        |   | December 31,2004 |  
|Trade accounts receivable, gross           |  | $             | 38,131 |   |                  | $ | 34,306 |  
|Less: Allowance for uncollectible accounts |  |               | (1,393 | ) |                  |   | (1,250 | )
|                                           |  |               |        |   |                  |   |        |  
|                                           |  | $             | 36,738 |   |                  | $ | 33,056 |  
|                                           |  |               |        |   |                  |   |        |  



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



Inventories consist of the following:



|                           |  |               |        |   |                  |   |        |  
|-------------------------- |  | ------------- | ------ | - | ---------------- | - | ------ | -
|                           |  | March 31,2005 |        |   | December 31,2004 |  
|Raw materials and supplies |  | $             | 15,326 |   |                  | $ | 12,289 |  
|Work in process            |  |               | 5,877  |   |                  |   | 6,060  |  
|Finished goods             |  |               | 4,514  |   |                  |   | 5,134  |  
|                           |  |               |        |   |                  |   |        |  
|                           |  |               | 25,717 |   |                  |   | 23,483 |  
|Allowance for obsolescence |  |               | (1,559 | ) |                  |   | (1,597 | )
|                           |  |               |        |   |                  |   |        |  
|                           |  | $             | 24,158 |   |                  | $ | 21,886 |  
|                           |  |               |        |   |                  |   |        |  



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



Amortizable intangible assets consist of the following:



|                                  |  |                          |        |                         |                   |         |                      |  |                         |        |  |   |        |  
|--------------------------------- |  | ------------------------ | ------ | ----------------------- | ----------------- | ------- | -------------------- |  | ----------------------- | ------ |  | - | ------ | -
|                                  |  | Norcraft Holdings, L.P.  |       
|                                  |  | March 31, 2005           |        |                         | December 31, 2004 |        
|                                  |  | Gross CarryingAmount     |        | AccumulatedAmortization |                   |         | Gross CarryingAmount |  | AccumulatedAmortization |       
|Customer relationships            |  | $                        | 67,000 |                         | $                 | (6,452  | )                    |  | $                       | 67,000 |  | $ | (5,336 | )
|Deferred financing costs          |  |                          | 15,628 |                         |                   | (3,793  | )                    |  |                         | 15,628 |  |   | (3,105 | )
|                                  |  |                          |        |                         |                   |         |                      |  |                         |        |  |   |        |  
|Total                             |  | $                        | 82,628 |                         | $                 | (10,245 | )                    |  | $                       | 82,628 |  | $ | (8,441 | )
|                                  |  |                          |        |                         |                   |         |                      |  |                         |        |  |   |        |  
|Net amortizable intangible assets |  | $                        | 72,383 |                         |                   |         |                      |  | $                       | 74,187 |  |   |        |  
|                                  |  |                          |        |                         |                   |         |                      |  |                         |        |  |   |        |  
|                                  | 
|                                  |  | Norcraft Companies, L.P. |       
|                                  |  | Gross CarryingAmount     |        | AccumulatedAmortization |                   |         | Gross CarryingAmount |  | AccumulatedAmortization |       
|Customer relationships            |  | $                        | 67,000 |                         | $                 | (6,452  | )                    |  | $                       | 67,000 |  | $ | (5,336 | )
|Deferred financing costs          |  |                          | 12,095 |                         |                   | (3,582  | )                    |  |                         | 12,095 |  |   | (2,979 | )
|                                  |  |                          |        |                         |                   |         |                      |  |                         |        |  |   |        |  
|Total                             |  | $                        | 79,095 |                         | $                 | (10,034 | )                    |  | $                       | 79,095 |  | $ | (8,315 | )
|                                  |  |                          |        |                         |                   |         |                      |  |                         |        |  |   |        |  
|Net amortizable intangible assets |  | $                        | 69,061 |                         |                   |         |                      |  | $                       | 70,780 |  |   |        |  
|                                  |  |                          |        |                         |                   |         |                      |  |                         |        |  |   |        |  



8



---

Intangible assets not subject to amortization consist of the following:



|            |  |               |         |                  |   |        
|----------- |  | ------------- | ------- | ---------------- | - | -------
|            |  | March 31,2005 |         | December 31,2004
|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, 2005 and 2004.



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



Accrued expenses consist of the following:



|                                            |  |               |        |                  |   |       
|------------------------------------------- |  | ------------- | ------ | ---------------- | - | ------
|                                            |  | March 31,2005 |        | December 31,2004
|Salaries, wages and employee benefits       |  | $             | 6,974  |                  | $ | 9,957 
|Commissions, rebates and marketing programs |  |               | 3,793  |                  |   | 4,111 
|Interest                                    |  |               | 5,765  |                  |   | 2,343 
|Other                                       |  |               | 3,791  |                  |   | 3,477 
|                                            |  |               |        |                  |   |       
|                                            |  | $             | 20,323 |                  | $ | 19,888
|                                            |  |               |        |                  |   |       



|7. | Long-term debt
|-- | --------------



Long-term debt consists of the following:



|                                                                                                                                                                                                                                   |  |                         |         |                          |   |               |  |                  |         |  |   |        
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------- | ------- | ------------------------ | - | ------------- |  | ---------------- | ------- |  | - | -------
|                                                                                                                                                                                                                                   |  | Norcraft Holdings, L.P. |         | Norcraft Companies, L.P.
|                                                                                                                                                                                                                                   |  | March 31,2005           |         | December 31, 2004        |   | March 31,2005 |  | December 31,2004
|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 payments accreting at 9.75%)                                                                                                                                              |  |                         | 85,250  |                          |   | 83,252        |  |                  |        |  |   |       
|Term note payable to the agent bank, UBS (interest at the LIBOR plus 3.00% at March 31, 2005 and December 31, 2004, due in ascending quarterly
installments with final payment of the outstanding balance due on October 20, 2010) |  |                         | 24,500  |                          |   | 30,500        |  |                  | 24,500  |  |   | 30,500 
|                                                                                                                                                                                                                                   |  |                         |         |                          |   |               |  |                  |         |  |   |        
|Total debt                                                                                                                                                                                                                         |  |                         | 259,750 |                          |   | 263,752       |  |                  | 174,500 |  |   | 180,500
|Less - current portion                                                                                                                                                                                                             |  |                         | 1,313   |                          |   |              |  |                  | 1,313   |  |   |       
|                                                                                                                                                                                                                                   |  |                         |         |                          |   |               |  |                  |         |  |   |        
|Long-term debt                                                                                                                                                                                                                     |  | $                       | 258,437 |                          | $ | 263,752       |  | $                | 173,187 |  | $ | 180,500
|                                                                                                                                                                                                                                   |  |                         |         |                          |   |               |  |                  |         |  |   |        



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 93⁄4% 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. Holdings has no independent operating assets or liabilities other than
its investment in Norcraft, the Senior Discount Notes and related deferred financing costs.



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.



9



---

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.



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. As of March 31, 2005, Holdings was in compliance with all such provisions.



Senior Subordinated Notes



On October 21, 2003, concurrent with the Acquisition, an offering of $150.0 million, 9% senior subordinated notes due 2011 (the Senior Subordinated Notes) was completed by Norcraft Companies, L.P. and its wholly-owned finance
subsidiary, Norcraft Finance Corporation.



Subsequent to
November 1, 2007, the Company has the option to redeem the Senior Subordinated 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 following represents certain condensed consolidating financial
information of Norcraft Companies, L.P. as of March 31, 2005 and December 31, 2004 and for the periods ended March 31, 2005 and 2004 for the issuers and for Norcraft Canada Corporation, a 100% owned subsidiary of Norcraft Companies, L.P., which
fully and unconditionally guarantees the Senior Subordinated Notes on a joint and several basis.



10



---

CONDENSED CONSOLIDATING BALANCE SHEETS

As of March 31, 2005



|                                      |  |                          |         |                           |   |                |  |              |       |  |       |        |   |  |   |        
|------------------------------------- |  | ------------------------ | ------- | ------------------------- | - | -------------- |  | ------------ | ----- |  | ----- | ------ | - |  | - | -------
|                                      |  | (1) NorcraftCompanies LP |         | (1) NorcraftFinance Corp. |   | NorcraftCanada |  | Eliminations |       |  | Total
|Current assets:                       |  |                          |         |                           |   |                |  |              |       |  |       |        |   |  |   |        
|Cash                                  |  | $                        | 2,478   |                           | $ |               |  | $            | 94    |  | $     |       |   |  | $ | 2,572  
|Trade accounts receivable, net        |  |                          | 36,655  |                           |   |               |  |              | 83    |  |       |       |   |  |   | 36,738 
|Inventories                           |  |                          | 22,850  |                           |   |               |  |              | 1,308 |  |       |       |   |  |   | 24,158 
|Prepaid expenses                      |  |                          | 1,559   |                           |   |               |  |              | 16    |  |       |       |   |  |   | 1,575  
|                                      |  |                          |         |                           |   |                |  |              |       |  |       |        |   |  |   |        
|Total current assets                  |  |                          | 63,542  |                           |   |               |  |              | 1,501 |  |       |       |   |  |   | 65,043 
|                                      |  |                          |         |                           |  
|Property, plant and equipment         |  |                          | 31,416  |                           |   |               |  |              | 4,152 |  |       |       |   |  |   | 35,568 
|Investments in Norcraft Canada        |  |                          | 1,937   |                           |   |               |  |              |      |  |       | (1,937 | ) |  |   |       
|Other assets                          |  |                          | 276,177 |                           |   |               |  |              | 213   |  |       | (3,068 | ) |  |   | 273,322
|                                      |  |                          |         |                           |   |                |  |              |       |  |       |        |   |  |   |        
|Total assets                          |  | $                        | 373,072 |                           | $ |               |  | $            | 5,866 |  | $     | (5,005 | ) |  | $ | 373,933
|                                      |  |                          |         |                           |  
|Current liabilities:                  |  |                          |         |                           |   |                |  |              |       |  |       |        |   |  |   |        
|Current portion of long-term debt     |  | $                        | 1,313   |                           | $ |               |  | $            |      |  | $     |       |   |  | $ | 1,313  
|Accounts payable                      |  |                          | 10,546  |                           |   |               |  |              | 585   |  |       |       |   |  |   | 11,131 
|Accrued expenses                      |  |                          | 20,047  |                           |   |               |  |              | 276   |  |       |       |   |  |   | 20,323 
|Members distribution payable         |  |                          | 1,000   |                           |   |               |  |              |      |  |       |       |   |  |   | 1,000  
|                                      |  |                          |         |                           |   |                |  |              |       |  |       |        |   |  |   |        
|Total current liabilities             |  |                          | 32,906  |                           |   |               |  |              | 861   |  |       |       |   |  |   | 33,767 
|                                      |  |                          |         |                           |  
|Long-term debt                        |  |                          | 173,187 |                           |   |               |  |              | 3,068 |  |       | (3,068 | ) |  |   | 173,187
|Members equity                       |  |                          | 166,979 |                           |   |               |  |              | 1,937 |  |       | (1,937 | ) |  |   | 166,979
|                                      |  |                          |         |                           |   |                |  |              |       |  |       |        |   |  |   |        
|Total liabilities and members equity |  | $                        | 373,072 |                           | $ |               |  | $            | 5,866 |  | $     | (5,005 | ) |  | $ | 373,933
|                                      |  |                          |         |                           |   |                |  |              |       |  |       |        |   |  |   |        



As of December 31, 2004



|                                      |  |                          |         |                           |   |                |  |              |       |  |       |        |   |  |   |        
|------------------------------------- |  | ------------------------ | ------- | ------------------------- | - | -------------- |  | ------------ | ----- |  | ----- | ------ | - |  | - | -------
|                                      |  | (1) NorcraftCompanies LP |         | (1) NorcraftFinance Corp. |   | NorcraftCanada |  | Eliminations |       |  | Total
|Current assets:                       |  |                          |         |                           |   |                |  |              |       |  |       |        |   |  |   |        
|Cash                                  |  | $                        | 664     |                           | $ |               |  | $            | 159   |  | $     |       |   |  | $ | 823    
|Trade accounts receivable, net        |  |                          | 32,961  |                           |   |               |  |              | 95    |  |       |       |   |  |   | 33,056 
|Inventories                           |  |                          | 21,055  |                           |   |               |  |              | 831   |  |       |       |   |  |   | 21,886 
|Prepaid expenses                      |  |                          | 1,476   |                           |   |               |  |              | 21    |  |       |       |   |  |   | 1,497  
|                                      |  |                          |         |                           |   |                |  |              |       |  |       |        |   |  |   |        
|Total current assets                  |  |                          | 56,156  |                           |   |               |  |              | 1,106 |  |       |       |   |  |   | 34,959 
|                                      |  |                          |         |                           |  
|Property, plant and equipment         |  |                          | 30,829  |                           |   |               |  |              | 4,130 |  |       |       |   |  |   | 34,959 
|Investments in Norcraft Canada        |  |                          | 2,016   |                           |   |               |  |              |      |  |       | (2,016 | ) |  |   |       
|Other assets                          |  |                          | 277,259 |                           |   |               |  |              | 213   |  |       | (3,108 | ) |  |   | 274,364
|                                      |  |                          |         |                           |   |                |  |              |       |  |       |        |   |  |   |        
|Total assets                          |  | $                        | 366,260 |                           | $ |               |  | $            | 5,449 |  | $     | (5,124 | ) |  | $ | 366,585
|                                      |  |                          |         |                           |   |                |  |              |       |  |       |        |   |  |   |        
|Current liabilities:                  |  |                          |         |                           |   |                |  |              |       |  |       |        |   |  |   |        
|Accounts payable                      |  | $                        | 7,162   |                           | $ |               |  | $            | 137   |  | $     |       |   |  | $ | 7,299  
|Accrued expenses                      |  |                          | 19,700  |                           |   |                |  |              | 188   |  |       |       |   |  |   | 19,888 
|                                      |  |                          |         |                           |   |                |  |              |       |  |       |        |   |  |   |        
|Total current liabilities             |  |                          | 26,862  |                           |   |               |  |              | 325   |  |       |       |   |  |   | 27,187 
|                                      |  |                          |         |                           |  
|Long-term debt                        |  |                          | 180,500 |                           |   |               |  |              | 3,108 |  |       | (3,108 | ) |  |   | 180,500
|Members equity                       |  |                          | 158,898 |                           |   |               |  |              | 2,016 |  |       | (2,016 | ) |  |   | 158,898
|                                      |  |                          |         |                           |   |                |  |              |       |  |       |        |   |  |   |        
|Total liabilities and members equity |  | $                        | 366,260 |                           | $ |               |  | $            | 5,449 |  | $     | (5,124 | ) |  | $ | 366,585
|                                      |  |                          |         |                           |   |                |  |              |       |  |       |        |   |  |   |        

---

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



11



---

CONDENSED CONSOLIDATING INCOME STATEMENTS

For the Three Months Ended March 31, 2005



|                                             |  |                          |        |   |                            |   |                |  |   |              |   |  |       |        |   |  |   |       
|-------------------------------------------- |  | ------------------------ | ------ | - | -------------------------- | - | -------------- |  | - | ------------ | - |  | ----- | ------ | - |  | - | ------
|                                             |  | (1) NorcraftCompanies LP |        |   | (1) Norcraft Finance Corp. |   | NorcraftCanada |  |   | Eliminations |   |  | Total
|Net sales                                    |  | $                        | 91,954 |   |                            | $ |               |  | $ | 2,188        |   |  | $     | (2,188 | ) |  | $ | 91,954
|Cost of sales                                |  |                          | 63,156 |   |                            |   |               |  |   | 2,134        |   |  |       | (2,188 | ) |  |   | 63,102
|                                             |  |                          |        |   |                            |   |                |  |   |              |   |  |       |        |   |  |   |       
|Gross profit                                 |  |                          | 28,798 |   |                            |   |               |  |   | 54           |   |  |       |       |   |  |   | 28,852
|Loss from investment in Canadian Subsidiary  |  |                          | (24    | ) |                            |   |               |  |   |             |   |  |       | 24     |   |  |   |      
|Selling, general and administrative expenses |  |                          | 14,956 |   |                            |   |               |  |   | 78           |   |  |       |       |   |  |   | 15,034
|                                             |  |                          |        |   |                            |   |                |  |   |              |   |  |       |        |   |  |   |       
|Income (loss) from operations                |  |                          | 13,818 |   |                            |   |               |  |   | (24          | ) |  |       | 24     |   |  |   | 13,818
|Other expense:                               |  |                          |        |   |                            |   |                |  |   |              |   |  |       |        |   |  |   |       
|Interest expense                             |  |                          | 3,893  |   |                            |   |               |  |   |             |   |  |       |       |   |  |   | 3,893 
|Amortization of deferred financing Costs     |  |                          | 602    |   |                            |   |               |  |   |             |   |  |       |       |   |  |   | 602   
|Other, net                                   |  |                          |       |   |                            |   |               |  |   |             |   |  |       |       |   |  |   |      
|                                             |  |                          |        |   |                            |   |                |  |   |              |   |  |       |        |   |  |   |       
|                                             |  |                          | 4,495  |   |                            |   |               |  |   |             |   |  |       |       |   |  |   | 4,495 
|                                             |  |                          |        |   |                            |   |                |  |   |              |   |  |       |        |   |  |   |       
|Net income                                   |  | $                        | 9,323  |   |                            | $ |               |  | $ | (24          | ) |  | $     | 24     |   |  | $ | 9,323 
|                                             |  |                          |        |   |                            |   |                |  |   |              |   |  |       |        |   |  |   |       



For the Three Months Ended March 31, 2004



|                                             |  |                          |        |   |                           |   |                |  |   |              |   |  |       |      |   |  |   |        |  
|-------------------------------------------- |  | ------------------------ | ------ | - | ------------------------- | - | -------------- |  | - | ------------ | - |  | ----- | ---- | - |  | - | ------ | -
|                                             |  | (1) NorcraftCompanies LP |        |   | (1) NorcraftFinance Corp. |   | NorcraftCanada |  |   | Eliminations |   |  | Total |     
|Net sales                                    |  | $                        | 68,593 |   |                           | $ |               |  | $ | 521          |   |  | $     | (521 | ) |  | $ | 68,593 |  
|Cost of sales                                |  |                          | 45,566 |   |                           |   |               |  |   | 749          |   |  |       | (521 | ) |  |   | 45,794 |  
|                                             |  |                          |        |   |                           |   |                |  |   |              |   |  |       |      |   |  |   |        |  
|Gross profit                                 |  |                          | 23,027 |   |                           |   |               |  |   | (228         | ) |  |       |     |   |  |   | 22,799 |  
|Loss from investment in Canadian Subsidiary  |  |                          | (287   | ) |                           |   |               |  |   |             |   |  |       | 287  |   |  |   |       |  
|Selling, general and administrative expenses |  |                          | 13,261 |   |                           |   |               |  |   | 61           |   |  |       |     |   |  |   | 13,322 |  
|                                             |  |                          |        |   |                           |   |                |  |   |              |   |  |       |      |   |  |   |        |  
|Income (loss) from operations                |  |                          | 9,479  |   |                           |   |               |  |   | (289         | ) |  |       | 287  |   |  |   | 9,477  |  
|Other expense (income):                      |  |                          |        |   |                           |   |                |  |   |              |   |  |       |      |   |  |   |        |  
|Interest expense                             |  |                          | 3,938  |   |                           |   |               |  |   |             |   |  |       |     |   |  |   | 3,938  |  
|Amortization of deferred financing costs     |  |                          | 628    |   |                           |   |               |  |   |             |   |  |       |     |   |  |   | 628    |  
|Other, net                                   |  |                          | (2     | ) |                           |   |               |  |   | (2           | ) |  |       |     |   |  |   | (4     | )
|                                             |  |                          |        |   |                           |   |                |  |   |              |   |  |       |      |   |  |   |        |  
|                                             |  |                          | 4,564  |   |                           |   |               |  |   | (2           | ) |  |       |     |   |  |   | 4,562  |  
|                                             |  |                          |        |   |                           |   |                |  |   |              |   |  |       |      |   |  |   |        |  
|Net income                                   |  | $                        | 4,915  |   |                           | $ |               |  | $ | (287         | ) |  | $     | 287  |   |  | $ | 4,915  |  
|                                             |  |                          |        |   |                           |   |                |  |   |              |   |  |       |      |   |  |   |        |  

---

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



12



---

|                                                                                          |  |                          |        |   |                           |   |                |  |   |              |   |  |       |      |   |  |   |        |  
|----------------------------------------------------------------------------------------- |  | ------------------------ | ------ | - | ------------------------- | - | -------------- |  | - | ------------ | - |  | ----- | ---- | - |  | - | ------ | -
|CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the Three Months Ended March 31, 2005 | 
|                                                                                          |  |                          |        |   |                          
|                                                                                          |  | (1) NorcraftCompanies LP |        |   | (1) NorcraftFinance Corp. |   | NorcraftCanada |  |   | Eliminations |   |  | Total |     
|Cash flows from operating activities                                                      |  | $                        | 11,341 |   |                           | $ |               |  | $ | 124          |   |  | $     |     |   |  | $ | 11,465 |  
|Cash flows from investing activities:                                                     |  |                          |        |   |                           |   |                |  |   |              |   |  |       |      |   |  |   |        |  
|Proceeds from sale of property and equipment                                              |  |                          | 10     |   |                           |   |               |  |   |             |   |  |       |     |   |  |   | 10     |  
|Purchase of property, plant and equipment                                                 |  |                          | (1,751 | ) |                           |   |               |  |   | (112         | ) |  |       |     |   |  |   | (1,863 | )
|Purchase of display cabinets                                                              |  |                          | (1,587 | ) |                           |   |               |  |   |             |   |  |       |     |   |  |   | (1,587 | )
|Net borrowing to Norcraft Canada                                                          |  |                          | 40     |   |                           |   |               |  |   |             |   |  |       | (40  | ) |  |   |       |  
|                                                                                          |  |                          |        |   |                           |   |                |  |   |              |   |  |       |      |   |  |   |        |  
|Total cash flows from investing activities                                                |  |                          | (3,288 | ) |                           |   |               |  |   | (112         | ) |  |       | (40  | ) |  |   | (3,440 | )
|                                                                                          |  |                          |        |   |                          
|Cash flows from financing activities:                                                     |  |                          |        |   |                           |   |                |  |   |              |   |  |       |      |   |  |   |        |  
|Payments on term loan                                                                     |  |                          | (6,000 | ) |                           |   |               |  |   |             |   |  |       |     |   |  |   | (6,000 | )
|Repurchase of members interests                                                          |  |                          | (236   | ) |                           |   |               |  |   |             |   |  |       |     |   |  |   | (236   | )
|Tax distributions to members                                                              |  |                          | (3     | ) |                           |   |               |  |   |             |   |  |       |     |   |  |   | (3     | )
|Net borrowings from Norcraft                                                              |  |                          |       |   |                           |   |               |  |   | (40          | ) |  |       | 40   |   |  |   |       |  
|                                                                                          |  |                          |        |   |                           |   |                |  |   |              |   |  |       |      |   |  |   |        |  
|Total cash flows from financing activities                                                |  |                          | (6,239 | ) |                           |   |               |  |   | (40          | ) |  |       | 40   |   |  |   | (6,239 | )
|                                                                                          |  |                          |        |   |                          
|Effect of exchange rates on cash                                                          |  |                          |       |   |                           |   |               |  |   | (37          | ) |  |       |     |   |  |   | (37    | )
|                                                                                          |  |                          |        |   |                           |   |                |  |   |              |   |  |       |      |   |  |   |        |  
|Net increase in cash                                                                      |  |                          | 1,814  |   |                           |   |               |  |   | (65          | ) |  |       |     |   |  |   | 1,749  |  
|Cash, beginning of period                                                                 |  |                          | 664    |   |                           |   |               |  |   | 159          |   |  |       |     |   |  |   | 823    |  
|                                                                                          |  |                          |        |   |                           |   |                |  |   |              |   |  |       |      |   |  |   |        |  
|Cash, end of period                                                                       |  | $                        | 2,478  |   |                           | $ |               |  | $ | 94           |   |  | $     |     |   |  | $ | 2,572  |  
|                                                                                          |  |                          |        |   |                           |   |                |  |   |              |   |  |       |      |   |  |   |        |  
|                                                                                         
|For the Three Months Ended March 31, 2004                                                 | 
|                                                                                          |  |                          |        |   |                          
|                                                                                          |  | (1) NorcraftCompanies LP |        |   | (1) NorcraftFinance Corp. |   | NorcraftCanada |  |   | Eliminations |   |  | Total |     
|Cash flows from operating activities                                                      |  | $                        | 2,307  |   |                           | $ |               |  | $ | (214         | ) |  | $     |     |   |  | $ | 2,093  |  
|Cash flows from investing activities:                                                     |  |                          |        |   |                           |   |                |  |   |              |   |  |       |      |   |  |   |        |  
|Proceeds from sale of property and equipment                                              |  |                          | 13     |   |                           |   |               |  |   |             |   |  |       |     |   |  |   | 13     |  
|Purchase of property, plant and equipment                                                 |  |                          | (1,825 | ) |                           |   |               |  |   | (265         | ) |  |       |     |   |  |   | (2,090 | )
|Purchase of display cabinets                                                              |  |                          | (1,601 | ) |                           |   |               |  |   |             |   |  |       |     |   |  |   | (1,601 | )
|Net borrowing to Norcraft Canada                                                          |  |                          | (494   | ) |                           |   |               |  |   |             |   |  |       | 494  |   |  |   |       |  
|                                                                                          |  |                          |        |   |                           |   |                |  |   |              |   |  |       |      |   |  |   |        |  
|Total cash flows from investing activities                                                |  |                          | (3,907 | ) |                           |   |               |  |   | (265         | ) |  |       | 494  |   |  |   | (3,678 | )
|                                                                                          |  |                          |        |   |                          
|Cash flows from financing activities                                                      |  |                          | (342   | ) |                           |   |               |  |   | 494          |   |  |       | (494 | ) |  |   | (342   | )
|Effect of exchange rates on cash                                                          |  |                          |       |   |                           |   |               |  |   | (65          | ) |  |       |     |   |  |   | (65    | )
|                                                                                          |  |                          |        |   |                           |   |                |  |   |              |   |  |       |      |   |  |   |        |  
|Net increase in cash                                                                      |  |                          | (1,942 | ) |                           |   |               |  |   | (50          | ) |  |       |     |   |  |   | (1,992 | )
|Cash, beginning of period                                                                 |  |                          | 2,533  |   |                           |   |               |  |   | 50           |   |  |       |     |   |  |   | 2,583  |  
|                                                                                          |  |                          |        |   |                           |   |                |  |   |              |   |  |       |      |   |  |   |        |  
|Cash, end of period                                                                       |  | $                        | 591    |   |                           | $ |               |  | $ |             |   |  | $     |     |   |  | $ | 591    |  
|                                                                                          |  |                          |        |   |                           |   |                |  |   |              |   |  |       |      |   |  |   |        |  

---

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



Senior Credit Facility



On October 21, 2003, concurrent with the acquisition of Norcraft Companies LLC by Holdings, Norcraft entered into a $70.0 million senior credit facility with a third party for up to $25.0 million in available revolver funds and a $45.0
million term loan maturing on October 21, 2008. 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, 2005, the revolver had an interest rate of LIBOR plus 2.25% 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 $3.5 million of letters of credit were outstanding at March 31, 2005 and December 31, 2004. The total available credit under the revolver at March 31, 2005 and December 31, 2004 was $21.6 million.



13



---

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. The Company was in compliance with these covenants at March 31, 2005.



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.



During
2005, Norcraft made advance debt payments on the term loan facility and may continue to do so in the future.



|8. | New accounting pronouncement
|-- | ----------------------------



In December 2004, the FASB issued SFAS No. 123 (Revised 2004) Share-Based Payments (SFAS No. 123R). SFAS No. 123R addresses all forms
of share-based payment awards, including shares issued under employee stock purchase plans, stock options, restricted stock and stock appreciation rights. SFAS No. 123R will require us to expense share-based payment awards with compensation cost
measured at the fair value of the award. On April 14, 2005, the U.S. Securities and Exchange Commission announced that companies would be allowed to implement SFAS No. 123R during the first quarter of 2006. We do not expect SFAS No. 123R to have a
significant impact on our consolidated financial statements.



|9. | Restatement of Holdings Financial Statements
|-- | --------------------------------------------



Holdings has restated its consolidated balance sheets as of December 31, 2003, June 30, 2004, September 30, 2004, December 31, 2004 and March 31, 2005 and
the related consolidated statements of changes in members equity and comprehensive income for the periods ended December 31, 2003, June 30, 2004, September 30, 2004, December 31, 2004 and March 31, 2005 because it had incorrectly accounted for
a portion of its outstanding limited partnership units subject to put request held by certain members of management that should have been classified as members equity subject to put request. Specifically, the limited partnership agreement of
Holdings provides that certain employee equity holders may request that Holdings repurchase limited partnership units upon their death or disability at the then fair market value. Following such a request, Holdings must use commercially reasonable
efforts to repurchase such units, subject to limitations on the repurchase of equity contained in the senior credit facility and the indentures governing the Senior Discount Notes and Senior Subordinated Notes, respectively. Any changes in the fair
market value of these units are reported as changes in members equity subject to put request in the statement of members equity and comprehensive income.



These restatements do not impact amounts already reported as net sales, net income, nor will they result in a default under
any provisions in our credit agreement or indentures. In addition, these restatements do not impact the financial statements of the operating company, Norcraft Companies, L.P.



Summarized below are the significant effects of the restatement:



14



---

Consolidated Balance Sheets

(dollar amounts in thousands)

(unaudited)



|                                       |  |                         |         |                        |   |         |          |  |   |        
|-------------------------------------- |  | ----------------------- | ------- | ---------------------- | - | ------- | -------- |  | - | -------
|                                       |  | Norcraft Holdings, L.P.
|                                       |  | March 31, 2005         
|                                       |  | As PreviouslyReported   |         | RestatementAdjustments |   |         | Restated
|ASSETS                                 |  |                         |         |                        |   |         |          |  |   |        
|Current assets:                        |  |                         |         |                        |   |         |          |  |   |        
|Cash                                   |  | $                       | 2,572   |                        | $ |        |          |  | $ | 2,572  
|Trade accounts receivable, net         |  |                         | 36,738  |                        |   |        |          |  |   | 36,738 
|Inventories                            |  |                         | 24,158  |                        |   |        |          |  |   | 24,158 
|Prepaid expenses                       |  |                         | 1,574   |                        |   |        |          |  |   | 1,574  
|                                       |  |                         |         |                        |   |         |          |  |   |        
|Total current assets                   |  |                         | 65,042  |                        |   |        |          |  |   | 65,042 
|Property, plant and equipment, net     |  |                         | 35,568  |                        |   |        |          |  |   | 35,568 
|Other assets:                          |  |                         |         |                        |   |         |          |  |   |        
|Goodwill                               |  |                         | 148,459 |                        |   |        |          |  |   | 148,459
|Customer relationships, net            |  |                         | 60,548  |                        |   |        |          |  |   | 60,548 
|Brand names                            |  |                         | 49,000  |                        |   |        |          |  |   | 49,000 
|Deferred financing costs, net          |  |                         | 11,835  |                        |   |        |          |  |   | 11,835 
|Display cabinets, net                  |  |                         | 6,711   |                        |   |        |          |  |   | 6,711  
|Deposits                               |  |                         | 91      |                        |   |        |          |  |   | 91     
|                                       |  |                         |         |                        |   |         |          |  |   |        
|Total other assets                     |  |                         | 276,644 |                        |   |        |          |  |   | 276,644
|                                       |  |                         |         |                        |   |         |          |  |   |        
|Total assets                           |  | $                       | 377,254 |                        | $ |        |          |  | $ | 377,254
|                                       |  |                         |         |                        |   |         |          |  |   |        
|LIABILITIES AND MEMBERS EQUITY        |  |                         |         |                        |   |         |          |  |   |        
|Current liabilities:                   |  |                         |         |                        |   |         |          |  |   |        
|Current portion of long-term debt      |  | $                       | 1,313   |                        | $ |        |          |  | $ | 1,313  
|Accounts payable                       |  |                         | 11,131  |                        |   |        |          |  |   | 11,131 
|Accrued expenses                       |  |                         | 20,323  |                        |   |        |          |  |   | 20,323 
|Members distribution payable          |  |                         | 1,000   |                        |   |        |          |  |   | 1,000  
|                                       |  |                         |         |                        |   |         |          |  |   |        
|Total current liabilities              |  |                         | 33,767  |                        |   |        |          |  |   | 33,767 
|Long-term debt                         |  |                         | 258,437 |                        |   |        |          |  |   | 258,437
|                                       |  |                         |         |                        |   |         |          |  |   |        
|Commitments and contingencies          |  |                         |         |                        |   |         |          |  |   |        
|Members equity subject to put request |  |                         |        |                        |   | 32,282  |          |  |   | 32,282 
|Members equity                        |  |                         | 85,050  |                        |   | (32,282 | )        |  |   | 52,768 
|                                       |  |                         |         |                        |   |         |          |  |   |        
|Total liabilities and members equity  |  | $                       | 377,254 |                        | $ |        |          |  | $ | 377,254
|                                       |  |                         |         |                        |   |         |          |  |   |        



15



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Consolidated Statements of Members Equity and Comprehensive Income

(dollar amounts in thousands)

(unaudited)



|                                                      |  |                                               |        |   |                        |   |         |             |  |   |        |  
|----------------------------------------------------- |  | --------------------------------------------- | ------ | - | ---------------------- | - | ------- | ----------- |  | - | ------ | -
|                                                      |  | Norcraft Holdings, L.P.                       |       
|                                                      |  | Members equity                               |       
|                                                      |  | As PreviouslyReported inMay 16, 2005Form 10-Q |        |   | RestatementAdjustments |   |         | As Restated | 
|Balance, December 31, 2004                            |  | $                                             | 79,053 |   |                        | $ | (26,377 | )           |  | $ | 52,676 |  
|Issuance of members interest                         |  |                                               | 52     |   |                        |   |        |             |  |   | 52     |  
|Accretion on members interest subject to put request |  |                                               |       |   |                        |   | (5,905  | )           |  |   | (5,905 | )
|Distribution to members                               |  |                                               | (3     | ) |                        |   |        |             |  |   | (3     | )
|Repurchase of members interest                       |  |                                               | (236   | ) |                        |   |        |             |  |   | (236   | )
|Member tax distributions declared                     |  |                                               | (1,000 | ) |                        |   |        |             |  |   | (1,000 | )
|Cumulative translation adjustment                     |  |                                               | (55    | ) |                        |   |        |             |  |   | (55    | )
|Net income                                            |  |                                               | 7,239  |   |                        |   |        |             |  |   | 7,239  |  
|                                                      |  |                                               |        |   |                        |   |         |             |  |   |        |  
|Balance, March 31, 2005                               |  | $                                             | 85,050 |   |                        | $ | (32,282 | )           |  | $ | 52,768 |  
|                                                      |  |                                               |        |   |                        |   |         |             |  |   |        |  



16



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Item 4. Controls and Procedures



Evaluation of Disclosure Controls and Procedures



Holdings management, under the supervision of and with the participation of Holdings Chief Executive Officer and Chief Financial
Officer, has evaluated the effectiveness of Holdings disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act), as of the
end of the period covered by this Quarterly Report on Form 10-Q/A. Management had previously concluded Holdings disclosure controls and procedures were effective as of March 31, 2005. However, in connection with the restatement described below
and in Note 9 of this report, management determined that a material weakness existed in Holdings internal control over financial reporting. Because of this material weakness, management determined that Holdings disclosure controls and
procedures were not effective as of March 31, 2005 to ensure that all material information required to be included in Holdings reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the rules and forms of the Securities and Exchange Commission. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in
the reports that it files or submits under the Act is accumulated and communicated to the issuers management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to
allow timely decisions regarding required disclosure. To address this material weakness, Holdings management performed additional analysis and other post-closing procedures to ensure that Holdings consolidated financial statements were
prepared in accordance with accounting principles generally accepted in the United States of America. Accordingly, management believes that (i) the consolidated financial statements, as restated, fairly present in all material respects
Holdings financial condition, results of operations and cash flows for the periods presented, and (ii) this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,
in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.



Consideration of the Restatement



The restatement corrects an error in Holdings consolidated balance sheets as of December 31, 2003, June 30, 2004, September 30, 2004, December 31, 2004, and March
31, 2005, related to certain limited partnership units held by management and previously classified as permanent equity. The limited partnership agreement of Holdings provides that certain employee equity holders may request Holdings to repurchase
their limited partnership units upon either their death or disability. Following such a request, Holdings must use commercially reasonable efforts to repurchase such units, subject to limitations on the repurchase of equity contained in the senior
credit facility and the indentures governing the Senior Discount Notes and Senior Subordinated Notes, respectively. Holdings has determined the partnership units subject to this put request are contingently redeemable shares and should therefore be
classified as temporary, or members equity subject to put request. Further, to the extent that there is change in the fair value of these partnership units, Holdings will record a corresponding change in the carrying value of the members
equity subject to put request and change in members equity.



Management
evaluated the materiality of the correction on its consolidated financial statements using the guidelines of Staff Accounting Bulletin No. 99, Materiality and concluded that the effects of the corrections were material to its 2004 annual
consolidated financial statements as well as its interim consolidated financial statements for the quarters ended September 30, 2004 and March 31, 2005. Accordingly, management concluded that it would restate its previously issued 2004 annual
consolidated financial statements as well as its interim consolidated financial statements for the quarters ended September 30, 2004 and March 31, 2005.



17



---

Internal Control over Financial Reporting



A material weakness is a control deficiency or combination of control deficiencies that results in more than a remote likelihood that a
material misstatement of the annual or interim consolidated financial statements will not be prevented or detected. As of March 31, 2005, Holdings did not maintain effective control over financial reporting to ensure members equity was
accurately presented for redeemable units or that the accounting treatment related to redeemable units was appropriately reviewed to ensure compliance with accounting principles generally accepted in the United States of America. The transaction
related to these redeemable units was non-routine in nature. Specifically, the Company did not have adequate controls over the classification of certain partnership units subject to put request nor the proper evaluation of the relevant accounting
literature related to such units. This control deficiency resulted in a restatement of Holdings 2004 annual consolidated financial statements, as well as, Holdings interim consolidated financial statements for the quarters ended
September 30, 2004 and March 31, 2005. Additionally, this control deficiency could result in a misstatement of members equity that would result in a material misstatement to the annual or interim consolidated financial statements that would
not be prevented or detected. Accordingly, management determined that this control deficiency constitutes a material weakness.



Managements Remediation Plan



We have developed a plan to remediate the identified material weaknesses. Several elements of our remediation plan, which were initiated in September 2005, can only be
accomplished over time. In connection with our remedial efforts to date, both the Chief Financial Officer and the Controller of Holdings have evaluated EITF D-98: Classification and Measurement of Redeemable Securities and other
relevant accounting literature. The purpose of this evaluation was to strengthen managements understanding of the appropriate presentation and disclosure of members equity in accordance with accounting principles generally accepted in
the United States of America, specifically related to non-routine transactions.



Changes in Internal Control over Financial Reporting



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, 2005 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.



18



---

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: September 20, 2005    |  | Date: September 20, 2005   
|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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