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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549





FORM 10-Q







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

For the quarterly period ended March 31, 2008

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





Norcraft Holdings, L.P.

Norcraft
Companies, L.P.

(Exact name of registrants as specified in their charters)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 75-3132727                          
|Delaware                                                       |  | 36-4231718                          
|(State or Other Jurisdiction of Incorporation or Organization) |  | (I.R.S. Employer Identification No.)

3020 Denmark Avenue, Suite 100

Eagan, MN 55121

(Address of Principal Executive Offices)

(800) 297-0661

(Registrants
Telephone Number, Including Area Code)





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

Indicate by check mark whether the registrants are large accelerated filers, accelerated filers, non-accelerated filers, or smaller reporting companies. See the
definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer   ̈    Accelerated Filer   ̈    Non-Accelerated
Filer  x    Smaller Reporting Company   ̈

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

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









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##### Table of Contents

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

Table of Contents



|           |  |                                                                                       |  |                                                                                                                          |  |     
|---------- |  | ------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------ |  | ----
|           |  |                                                                                       |  |                                                                                                                          |  | Page
|PART I     |  | FINANCIAL INFORMATION                                                                 |  |                                                                                                                         
|           |  |                                                                                      
|Item 1.    |  | Unaudited Condensed Consolidated Financial Statements                                 |  |                                                                                                                         
|           |  |                                                                                       |  | Consolidated Balance Sheets at March 31, 2008 and December 31, 2007                                                      |  | 3   
|           |  |                                                                                       |  | Consolidated Statements of Income for the three months ended March 31, 2008 and 2007                                     |  | 4   
|           |  |                                                                                       |  | Consolidated Statements of Changes in Members Equity and Comprehensive Income for the three months ended March 31, 2008 |  | 5   
|           |  |                                                                                       |  | Consolidated Statements of Cash Flows for the three months ended March 31, 2008 and 2007                                 |  | 7   
|           |  |                                                                                       |  | Notes to Consolidated Financial Statements                                                                               |  | 8   
|Item 2.    |  | Managements Discussion and Analysis of Financial Condition and Results of Operations |  | 16                                                                                                                      
|Item 3.    |  | Quantitative and Qualitative Disclosures of Market Risk                               |  | 19                                                                                                                      
|Item 4.    |  | Controls and Procedures                                                               |  | 19                                                                                                                      
|           |  |                                                                                      
|PART II    |  | OTHER INFORMATION                                                                     |  |                                                                                                                         
|Item 1.    |  | Legal Proceedings                                                                     |  | 21                                                                                                                      
|Item 1A.   |  | Risk Factors                                                                          |  | 21                                                                                                                      
|Item 6.    |  | Exhibits                                                                              |  | 21                                                                                                                      
|           | 
|SIGNATURES |  | 22                                                                                   

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



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PART I. FINANCIAL INFORMATION



|Item 1. | 
|------- | 

Consolidated Balance Sheets

(dollar amounts in thousands)

(unaudited)



|                                       |  |                         |         |                          |   |               |  |                  |         |  |   |        
|-------------------------------------- |  | ----------------------- | ------- | ------------------------ | - | ------------- |  | ---------------- | ------- |  | - | -------
|                                       |  | Norcraft Holdings, L.P. |         | Norcraft Companies, L.P.
|                                       |  | March 31,2008           |         | December 31,2007         |   | March 31,2008 |  | December 31,2007
|ASSETS                                 |  |                         |         |                          |   |               |  |                  |         |  |   |        
|Current assets:                        |  |                         |         |                          |   |               |  |                  |         |  |   |        
|Cash and cash equivalents              |  | $                       | 35,526  |                          | $ | 28,409        |  | $                | 35,526  |  | $ | 28,409 
|Trade accounts receivable, net         |  |                         | 30,130  |                          |   | 26,822        |  |                  | 30,130  |  |   | 26,822 
|Inventories                            |  |                         | 24,565  |                          |   | 24,088        |  |                  | 24,565  |  |   | 24,088 
|Prepaid expenses                       |  |                         | 2,113   |                          |   | 2,139         |  |                  | 2,113   |  |   | 2,139  
|                                       |  |                         |         |                          |   |               |  |                  |         |  |   |        
|Total current assets                   |  |                         | 92,334  |                          |   | 81,458        |  |                  | 92,334  |  |   | 81,458 
|Property, plant and equipment, net     |  |                         | 38,494  |                          |   | 39,478        |  |                  | 38,494  |  |   | 39,478 
|Other assets:                          |  |                         |         |                          |   |               |  |                  |         |  |   |        
|Goodwill                               |  |                         | 148,459 |                          |   | 148,459       |  |                  | 148,459 |  |   | 148,459
|Customer relationships, net            |  |                         | 47,148  |                          |   | 48,265        |  |                  | 47,148  |  |   | 48,265 
|Brand names                            |  |                         | 49,000  |                          |   | 49,000        |  |                  | 49,000  |  |   | 49,000 
|Deferred financing costs, net          |  |                         | 5,736   |                          |   | 6,116         |  |                  | 3,617   |  |   | 3,883  
|Display cabinets, net                  |  |                         | 9,695   |                          |   | 10,074        |  |                  | 9,695   |  |   | 10,074 
|Other                                  |  |                         | 79      |                          |   | 227           |  |                  | 79      |  |   | 227    
|                                       |  |                         |         |                          |   |               |  |                  |         |  |   |        
|Total other assets                     |  |                         | 260,117 |                          |   | 262,141       |  |                  | 257,998 |  |   | 259,908
|                                       |  |                         |         |                          |   |               |  |                  |         |  |   |        
|Total assets                           |  | $                       | 390,945 |                          | $ | 383,077       |  | $                | 388,826 |  | $ | 380,844
|                                       |  |                         |         |                          |   |               |  |                  |         |  |   |        
|LIABILITIES AND MEMBERS EQUITY        |  |                         |         |                          |   |               |  |                  |         |  |   |        
|Current liabilities:                   |  |                         |         |                          |   |               |  |                  |         |  |   |        
|Current portion of long-term debt      |  | $                       | 1,959   |                          | $ | 1,959         |  | $                |        |  | $ |       
|Accounts payable                       |  |                         | 11,354  |                          |   | 9,786         |  |                  | 11,354  |  |   | 9,786  
|Accrued expenses                       |  |                         | 22,805  |                          |   | 20,279        |  |                  | 22,805  |  |   | 20,279 
|                                       |  |                         |         |                          |   |               |  |                  |         |  |   |        
|Total current liabilities              |  |                         | 36,118  |                          |   | 32,024        |  |                  | 34,159  |  |   | 30,065 
|Long-term debt                         |  |                         | 263,388 |                          |   | 260,731       |  |                  | 148,000 |  |   | 148,000
|Other liabilities                      |  |                         | 470     |                          |   | 453           |  |                  | 470     |  |   | 453    
|Commitments and contingencies          |  |                         |        |                          |   |              |  |                  |        |  |   |       
|Members equity subject to put request |  |                         | 37,462  |                          |   | 42,331        |  |                  |        |  |   |       
|Members equity                        |  |                         | 53,507  |                          |   | 47,538        |  |                  | 206,197 |  |   | 202,326
|                                       |  |                         |         |                          |   |               |  |                  |         |  |   |        
|Total liabilities and members equity  |  | $                       | 390,945 |                          | $ | 383,077       |  | $                | 388,826 |  | $ | 380,844
|                                       |  |                         |         |                          |   |               |  |                  |         |  |   |        

See notes to consolidated financial statements.



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Consolidated Statements of Income

(dollar amounts in thousands)

(unaudited)



|                                             |  |                             |        |                             |   |        |  |      |        |  |   |       
|-------------------------------------------- |  | --------------------------- | ------ | --------------------------- | - | ------ |  | ---- | ------ |  | - | ------
|                                             |  | Norcraft Holdings, L.P.     |        | Norcraft Companies, L.P.   
|                                             |  | Three Months EndedMarch 31, |        | Three Months EndedMarch 31,
|                                             |  | 2008                        |        | 2007                        |   | 2008   |  | 2007
|Net sales                                    |  | $                           | 87,631 |                             | $ | 93,907 |  | $    | 87,631 |  | $ | 93,907
|Cost of sales                                |  |                             | 62,985 |                             |   | 63,656 |  |      | 62,985 |  |   | 63,656
|                                             |  |                             |        |                             |   |        |  |      |        |  |   |       
|Gross profit                                 |  |                             | 24,646 |                             |   | 30,251 |  |      | 24,646 |  |   | 30,251
|Selling, general and administrative expenses |  |                             | 17,347 |                             |   | 17,668 |  |      | 17,347 |  |   | 17,668
|                                             |  |                             |        |                             |   |        |  |      |        |  |   |       
|Income from operations                       |  |                             | 7,299  |                             |   | 12,583 |  |      | 7,299  |  |   | 12,583
|Other expense (income):                      |  |                             |        |                             |   |        |  |      |        |  |   |       
|Interest expense, net                        |  |                             | 6,015  |                             |   | 5,920  |  |      | 3,275  |  |   | 3,382 
|Amortization of deferred financing costs     |  |                             | 380    |                             |   | 373    |  |      | 266    |  |   | 269   
|Other, net                                   |  |                             | 30     |                             |   | 32     |  |      | 30     |  |   | 32    
|                                             |  |                             |        |                             |   |        |  |      |        |  |   |       
|Total other expense (income)                 |  |                             | 6,425  |                             |   | 6,325  |  |      | 3,571  |  |   | 3,683 
|                                             |  |                             |        |                             |   |        |  |      |        |  |   |       
|Net income                                   |  | $                           | 874    |                             | $ | 6,258  |  | $    | 3,728  |  | $ | 8,900 
|                                             |  |                             |        |                             |   |        |  |      |        |  |   |       

See notes to consolidated financial statements.



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Consolidated Statements of Changes in Members Equity and Comprehensive Income

(dollar amounts in
thousands)

(unaudited)



|                                                      |  |                         |        |   |                                            |   |     |                                 |  |   |     |  
|----------------------------------------------------- |  | ----------------------- | ------ | - | ------------------------------------------ | - | --- | ------------------------------- |  | - | --- | -
|                                                      |  | Norcraft Holdings, L.P. |       
|                                                      |  | Members Equity         |        |   | Accumulatedothercomprehensiveincome (loss) |   |     | Totalcomprehensiveincome (loss) | 
|Members equity at December 31, 2007                  |  | $                       | 47,538 |   |                                            | $ | (54 | )                               |  |   |     |  
|Stock compensation expense                            |  |                         | 298    |   |                                            |   |     |                                 |  |   |     |  
|Accretion on members interest subject to put request |  |                         | 4,869  |   |                                            |   |     |                                 |  |   |     |  
|Distributions to members                              |  |                         |       |   |                                            |   |     |                                 |  |   |     |  
|Repurchase of members interest                       |  |                         | (68    | ) |                                            |   |     |                                 |  |   |     |  
|Cumulative translation adjustment                     |  |                         | (4     | ) |                                            |   | (4  | )                               |  |   | (4  | )
|Net income                                            |  |                         | 874    |   |                                            |   |     |                                 |  |   | 874 |  
|                                                      |  |                         |        |   |                                            |   |     |                                 |  |   |     |  
|Total comprehensive income                            |  |                         |        |   |                                            |   |     |                                 |  | $ | 870 |  
|                                                      |  |                         |        |   |                                            |   |     |                                 |  |   |     |  
|Members equity at March 31, 2008                     |  | $                       | 53,507 |   |                                            | $ | (58 | )                               |  |   |     |  
|                                                      |  |                         |        |   |                                            |   |     |                                 |  |   |     |  

See notes to consolidated financial statements.



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Consolidated Statements of Changes in Members Equity and Comprehensive Income

(dollar amounts in thousands)

(unaudited)



|                                     |  |                          |         |   |                                            |   |     |                                 |  |   |       |  
|------------------------------------ |  | ------------------------ | ------- | - | ------------------------------------------ | - | --- | ------------------------------- |  | - | ----- | -
|                                     |  | Norcraft Companies, L.P. |        
|                                     |  | Members Equity          |         |   | Accumulatedothercomprehensiveincome (loss) |   |     | Totalcomprehensiveincome (loss) | 
|Members equity at December 31, 2007 |  | $                        | 202,326 |   |                                            | $ | (54 | )                               |  |   |       |  
|Stock compensation expense           |  |                          | 298     |   |                                            |   |     |                                 |  |   |       |  
|Distribution to member               |  |                          | (83     | ) |                                            |   |     |                                 |  |   |       |  
|Repurchase of member interest        |  |                          | (68     | ) |                                            |   |     |                                 |  |   |       |  
|Cumulative translation adjustment    |  |                          | (4      | ) |                                            |   | (4  | )                               |  |   | (4    | )
|Net income                           |  |                          | 3,728   |   |                                            |   |     |                                 |  |   | 3,728 |  
|                                     |  |                          |         |   |                                            |   |     |                                 |  |   |       |  
|Total comprehensive income           |  |                          |         |   |                                            |   |     |                                 |  | $ | 3,724 |  
|                                     |  |                          |         |   |                                            |   |     |                                 |  |   |       |  
|Members equity at March 31, 2008    |  | $                        | 206,197 |   |                                            | $ | (58 | )                               |  |   |       |  
|                                     |  |                          |         |   |                                            |   |     |                                 |  |   |       |  

See notes to consolidated financial statements.



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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, |  
|                                                                                  |  | 2008                        |        |   | 2007                        |   |        | 2008 |  |   | 2007   |  
|Cash flows from operating activities:                                             |  |                             |        |   |                             |   |        |      |  |   |        |   |  |   |        |  
|Net income                                                                        |  | $                           | 874    |   |                             | $ | 6,258  |      |  | $ | 3,728  |   |  | $ | 8,900  |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                             |        |   |                             |   |        |      |  |   |        |   |  |   |        |  
|Depreciation and amortization of property, plant and equipment:                   |  |                             | 1,551  |   |                             |   | 1,243  |      |  |   | 1,551  |   |  |   | 1,243  |  
|Amortization:                                                                     |  |                             |        |   |                             |   |        |      |  |   |        |   |  |   |        |  
|Customer relationships                                                            |  |                             | 1,117  |   |                             |   | 1,116  |      |  |   | 1,117  |   |  |   | 1,116  |  
|Deferred financing costs                                                          |  |                             | 380    |   |                             |   | 373    |      |  |   | 266    |   |  |   | 269    |  
|Display cabinets                                                                  |  |                             | 1,717  |   |                             |   | 1,472  |      |  |   | 1,717  |   |  |   | 1,472  |  
|Provision for uncollectible accounts receivable                                   |  |                             | 1,101  |   |                             |   | 1,043  |      |  |   | 1,101  |   |  |   | 1,043  |  
|Provision for obsolete and excess inventory                                       |  |                             | 152    |   |                             |   | 106    |      |  |   | 152    |   |  |   | 106    |  
|Provision for warranty claims                                                     |  |                             | 900    |   |                             |   | 807    |      |  |   | 900    |   |  |   | 807    |  
|Accreted interest on senior notes                                                 |  |                             | 2,657  |   |                             |   | 2,416  |      |  |   |       |   |  |   |       |  
|Stock compensation expense                                                        |  |                             | 298    |   |                             |   | 187    |      |  |   | 298    |   |  |   | 187    |  
|Loss (gain) on disposal of assets                                                 |  |                             |       |   |                             |   | 10     |      |  |   |       |   |  |   | 10     |  
|Change in operating assets and liabilities:                                       |  |                             |        |   |                             |   |        |      |  |   |        |   |  |   |        |  
|Trade accounts receivable                                                         |  |                             | (4,417 | ) |                             |   | 1,496  |      |  |   | (4,417 | ) |  |   | 1,496  |  
|Inventories                                                                       |  |                             | (630   | ) |                             |   | (1,121 | )    |  |   | (630   | ) |  |   | (1,121 | )
|Prepaid expenses                                                                  |  |                             | 25     |   |                             |   | 676    |      |  |   | 25     |   |  |   | 676    |  
|Other assets                                                                      |  |                             | 148    |   |                             |   | 30     |      |  |   | 148    |   |  |   | 30     |  
|Accounts payable and accrued liabilities                                          |  |                             | 3,870  |   |                             |   | 3,913  |      |  |   | 3,870  |   |  |   | 3,913  |  
|                                                                                  |  |                             |        |   |                             |   |        |      |  |   |        |   |  |   |        |  
|Net cash provided by operating activities                                         |  |                             | 9,743  |   |                             |   | 20,025 |      |  |   | 9,826  |   |  |   | 20,147 |  
|Cash flows from investing activities:                                             |  |                             |        |   |                             |   |        |      |  |   |        |   |  |   |        |  
|Purchase of property, plant and equipment                                         |  |                             | (1,219 | ) |                             |   | (1,970 | )    |  |   | (1,219 | ) |  |   | (1,970 | )
|Additions to display cabinets                                                     |  |                             | (1,338 | ) |                             |   | (1,448 | )    |  |   | (1,338 | ) |  |   | (1,448 | )
|                                                                                  |  |                             |        |   |                             |   |        |      |  |   |        |   |  |   |        |  
|Net cash used in investing activities                                             |  |                             | (2,557 | ) |                             |   | (3,418 | )    |  |   | (2,557 | ) |  |   | (3,418 | )
|Cash flows from financing activities:                                             |  |                             |        |   |                             |   |        |      |  |   |        |   |  |   |        |  
|Repurchase of members interests                                                  |  |                             | (68    | ) |                             |   | (312   | )    |  |   | (68    | ) |  |   | (312   | )
|Distributions to members                                                          |  |                             |       |   |                             |   |       |      |  |   | (83    | ) |  |   | (232   | )
|                                                                                  |  |                             |        |   |                             |   |        |      |  |   |        |   |  |   |        |  
|Net cash used in financing activities                                             |  |                             | (68    | ) |                             |   | (312   | )    |  |   | (151   | ) |  |   | (544   | )
|Effect of exchange rates on cash                                                  |  |                             | (1     | ) |                             |   | 23     |      |  |   | (1     | ) |  |   | 23     |  
|                                                                                  |  |                             |        |   |                             |   |        |      |  |   |        |   |  |   |        |  
|Net increase in cash and cash equivalents                                         |  |                             | 7,117  |   |                             |   | 16,318 |      |  |   | 7,117  |   |  |   | 16,208 |  
|Cash and cash equivalents, beginning of the period                                |  |                             | 28,409 |   |                             |   | 3,928  |      |  |   | 28,409 |   |  |   | 4,038  |  
|                                                                                  |  |                             |        |   |                             |   |        |      |  |   |        |   |  |   |        |  
|Cash and cash equivalents, end of period                                          |  | $                           | 35,526 |   |                             | $ | 20,246 |      |  | $ | 35,526 |   |  | $ | 20,246 |  
|                                                                                  |  |                             |        |   |                             |   |        |      |  |   |        |   |  |   |        |  

See notes to consolidated financial statements.



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

Notes to Consolidated Financial Statements

(in thousands)

(unaudited)



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

The accompanying financial
statements are those of Norcraft Holdings, L.P. (Holdings) and one of its wholly owned subsidiaries Norcraft Companies, L.P. (Norcraft). Holdings had no activity prior to its acquisition of Norcraft Companies L.L.C. (the
predecessor company of Norcraft) on October 21, 2003. Norcraft is a separate public reporting company, and a 100% owned indirect subsidiary of Holdings. Holdings and Norcraft are collectively referred to as the Company.

The consolidated financial statements of Holdings include the accounts of its 100% owned
subsidiary, Norcraft Intermediate Holdings, L.P., whose sole assets are Norcraft and Norcraft Capital Corp. In August 2004, Holdings and Norcraft Capital Corp. issued $118.0 million of 9 3/4% senior discount notes generating gross proceeds of $80.3 million. Holdings and Norcraft Capital Corp. are the sole obligors of these notes. Other than the foregoing debt
obligations, related deferred issuance costs, and related interest and amortization expense, all other assets, liabilities, income, expenses and cash flows of the consolidated financial statements of Holdings presented for all periods represent
those of its wholly-owned subsidiary Norcraft.

The accompanying financial statements have been prepared in accordance with generally
accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, the interim consolidated financial statements and accompanying notes included herein should be
read in conjunction with the more detailed information contained in the Companys annual report on form 10-K for the year ended December 31, 2007, as filed with the Securities and Exchange Commission. The unaudited interim consolidated
financial statements as of March 31, 2008 and 2007 and for the three months ended March 31, 2008 and 2007 include all normal recurring adjustments which management considers necessary for the fair presentation of financial position,
results of operations and cash flows for the interim periods.

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



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

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

The fair value of the Class D units granted is based on the Black-Scholes option-pricing
model. Upon adoption of SFAS No. 123R the Company is required to incorporate a volatility factor in the fair value calculation. The volatility factor is developed through the use of a sample of peer group companies. The peer group consists of
publicly-traded companies that operate in the Companys same industry. The Company did not grant any incentive Class D units during the three months ended March 31, 2008.

Compensation expense related to Class D units was $0.3 million and $0.2 million for the three months ended March 31, 2008 and 2007, respectively.
Because individuals receiving these Class D unit awards are employees of Norcraft, the compensation expense is recorded at the Norcraft level.



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



|                    |  |                                  |   |  |                                |     
|------------------- |  | -------------------------------- | - |  | ------------------------------ | ----
|                    |  | Three Months EndedMarch 31, 2008
|                    |  | Units                            |   |  | Weighted-AverageExercise Price
|Beginning balance   |  | 5,129,311                        |   |  | $                              | 0.83
|Granted             |  |                                 |   |  | $                              |    
|Exercised           |  | (10,464                          | ) |  | $                              | 0.96
|Forfeited           |  | (20,929                          | ) |  | $                              | 0.96
|                    |  |                                  |   |  |                                |     
|Ending balance      |  | 5,097,918                        |   |  | $                              | 0.82
|                    |  |                                  |   |  |                                |     
|Exercisable balance |  | 3,893,325                        |   |  | $                              | 0.63
|                    |  |                                  |   |  |                                |     

The intrinsic values of the issued Class D units and exercisable Class D units at March 31,
2008 were $5.6 million and $4.9 million, respectively.



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

Trade accounts
receivable consists of the following:



|                                           |  |               |        |   |                  |   |        |  
|------------------------------------------ |  | ------------- | ------ | - | ---------------- | - | ------ | -
|                                           |  | March 31,2008 |        |   | December 31,2007 |  
|Trade accounts receivable, gross           |  | $             | 31,491 |   |                  | $ | 28,684 |  
|Less: Allowance for uncollectible accounts |  |               | (1,361 | ) |                  |   | (1,862 | )
|                                           |  |               |        |   |                  |   |        |  
|                                           |  | $             | 30,130 |   |                  | $ | 26,822 |  
|                                           |  |               |        |   |                  |   |        |  



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

Inventories consist of the following:



|                           |  |               |        |                  |   |       
|-------------------------- |  | ------------- | ------ | ---------------- | - | ------
|                           |  | March 31,2008 |        | December 31,2007
|Raw materials and supplies |  | $             | 15,857 |                  | $ | 15,442
|Work in process            |  |               | 4,341  |                  |   | 4,752 
|Finished goods             |  |               | 4,367  |                  |   | 3,894 
|                           |  |               |        |                  |   |       
|                           |  | $             | 24,565 |                  | $ | 24,088
|                           |  |               |        |                  |   |       



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

Amortizable intangible assets
consist of the following:



|                         |  |                          |        |                         |                   |         |                      |  |                         |        |  |   |         |  
|------------------------ |  | ------------------------ | ------ | ----------------------- | ----------------- | ------- | -------------------- |  | ----------------------- | ------ |  | - | ------- | -
|                         |  | Norcraft Holdings, L.P.  |       
|                         |  | March 31, 2008           |        |                         | December 31, 2007 |        
|                         |  | Gross CarryingAmount     |        | AccumulatedAmortization |                   |         | Gross CarryingAmount |  | AccumulatedAmortization |       
|Customer relationships   |  | $                        | 67,000 |                         | $                 | (19,852 | )                    |  | $                       | 67,000 |  | $ | (18,735 | )
|Deferred financing costs |  |                          | 16,386 |                         |                   | (10,650 | )                    |  |                         | 16,386 |  |   | (10,270 | )
|                         |  |                          |        |                         |                   |         |                      |  |                         |        |  |   |         |  
|Total                    |  | $                        | 83,386 |                         | $                 | (30,502 | )                    |  | $                       | 83,386 |  | $ | (29,005 | )
|                         |  |                          |        |                         |                   |         |                      |  |                         |        |  |   |         |  
|                         | 
|                         |  | Norcraft Companies, L.P. |       
|                         |  | March 31, 2008           |        |                         | December 31, 2007 |        
|                         |  | Gross CarryingAmount     |        | AccumulatedAmortization |                   |         | Gross CarryingAmount |  | AccumulatedAmortization |       
|Customer relationships   |  | $                        | 67,000 |                         | $                 | (19,852 | )                    |  | $                       | 67,000 |  | $ | (18,735 | )
|Deferred financing costs |  |                          | 12,853 |                         |                   | (9,236  | )                    |  |                         | 12,853 |  |   | (8,970  | )
|                         |  |                          |        |                         |                   |         |                      |  |                         |        |  |   |         |  
|Total                    |  | $                        | 79,853 |                         | $                 | (29,088 | )                    |  | $                       | 79,853 |  | $ | (27,705 | )
|                         |  |                          |        |                         |                   |         |                      |  |                         |        |  |   |         |  



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Intangible assets not subject to amortization consist of the following:



|            |  |               |         |                  |   |        
|----------- |  | ------------- | ------- | ---------------- | - | -------
|            |  | March 31,2008 |         | December 31,2007
|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, 2008 and 2007.



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

Accrued expenses consist of the
following:



|                                            |  |               |        |                  |   |       
|------------------------------------------- |  | ------------- | ------ | ---------------- | - | ------
|                                            |  | March 31,2008 |        | December 31,2007
|Salaries, wages and employee benefits       |  | $             | 7,956  |                  | $ | 7,594 
|Commissions, rebates and marketing programs |  |               | 3,446  |                  |   | 4,148 
|Workers compensation                       |  |               | 2,392  |                  |   | 2,448 
|Interest                                    |  |               | 5,631  |                  |   | 2,300 
|Other                                       |  |               | 3,380  |                  |   | 3,789 
|                                            |  |               |        |                  |   |       
|                                            |  | $             | 22,805 |                  | $ | 20,279
|                                            |  |               |        |                  |   |       

Product warranty activity is as follows:



|                                   |  |               |      |   |               |   |      |  
|---------------------------------- |  | ------------- | ---- | - | ------------- | - | ---- | -
|                                   |  | March 31,2008 |      |   | March 31,2007 |  
|Beginning Balance  December 31    |  | $             | 776  |   |               | $ | 871  |  
|Accruals for warranties  current  |  |               | 900  |   |               |   | 807  |  
|Settlements made during the period |  |               | (978 | ) |               |   | (891 | )
|                                   |  |               |      |   |               |   |      |  
|Ending Balance  March 31          |  | $             | 698  |   |               | $ | 787  |  
|                                   |  |               |      |   |               |   |      |  

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



|7. | Accounting Changes
|-- | ------------------

In September 2006, the
Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standard (SFAS) No. 157, Fair Value Measurements (FAS 157). FAS 157 established a valuation hierarchy for disclosure
of the inputs to valuation used to measure fair value. This hierarchy prioritizes the inputs into three broad levels. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted
prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3
inputs are unobservable inputs based on our own assumptions used to measure assets and liabilities at fair value. We adopted FAS 157 effective January 1, 2008.

Included as a component of cash and cash equivalents is a money market account which we have classified within level 1 of the fair level hierarchy. At March 31, 2008, our money market account, measured on a
recurring basis, is carried at a fair value of $20.5 million. The implementation of FAS 157 did not have a material impact on our consolidated financial position or results of operations for the period ended March 31, 2008.

The effective date of FAS 157 for nonfinancial assets and nonfinancial liabilities was deferred to fiscal years beginning after November 15, 2008. We
are assessing the impact of FAS 157 for nonfinancial assets and nonfinancial liabilities.



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|8. | Long-term Debt
|-- | --------------

Long-term debt consists of the
following:



|                                                                                         |  |                         |         |                          |   |               |  |                  |         |  |   |        
|---------------------------------------------------------------------------------------- |  | ----------------------- | ------- | ------------------------ | - | ------------- |  | ---------------- | ------- |  | - | -------
|                                                                                         |  | Norcraft Holdings, L.P. |         | Norcraft Companies, L.P.
|                                                                                         |  | March 31,2008           |         | December 31,2007         |   | March 31,2008 |  | December 31,2007
|Senior subordinated notes payable (due in 2011 with semi-annual interest payments at 9%) |  | $                       | 148,000 |                          | $ | 148,000       |  | $                | 148,000 |  | $ | 148,000
|Unsecured notes (due in 2009 with interest at 8.45%)                                     |  |                         | 3,918   |                          |   | 3,918         |  |                  |        |  |   |       
|Senior discount notes payable (due in 2012 with interest accreting at 9.75%)             |  |                         | 118,000 |                          |   | 118,000       |  |                  |        |  |   |       
|                                                                                         |  |                         |         |                          |   |               |  |                  |         |  |   |        
|Total debt                                                                               |  |                         | 269,918 |                          |   | 269,918       |  |                  | 148,000 |  |   | 148,000
|Less discount                                                                            |  |                         | 4,571   |                          |   | 7,228         |  |                  |        |  |   |       
|Less current portion                                                                     |  |                         | 1,959   |                          |   | 1,959         |  |                  |        |  |   |       
|                                                                                         |  |                         |         |                          |   |               |  |                  |         |  |   |        
|Long term debt                                                                           |  | $                       | 263,388 |                          | $ | 260,731       |  | $                | 148,000 |  | $ | 148,000
|                                                                                         |  |                         |         |                          |   |               |  |                  |         |  |   |        

Senior Credit Facility

Norcraft has entered into a senior credit facility, as amended, with a syndicate of financial institutions providing for up to $60 million in borrowings
available through a revolving loan facility which matures on May 2, 2011 and has no scheduled amortization or commitment reductions. At the Companys option, borrowings bear interest at a variable interest rate based on either LIBOR or
prime rate plus an applicable margin. The margin is based on the leverage ratio of Norcraft. Interest is payable quarterly at 1.75% over LIBOR (5.25% at March 31, 2008) or 0.75% over prime (2.70% at March 31, 2008). As of March 31,
2008 and December 31, 2007, no amounts were outstanding under the revolving loan facility.

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. Indebtedness under the senior credit facility is secured by
substantially all of Norcrafts assets, including its real and personal property, inventory, accounts receivable, intellectual property and other intangibles. The facility also contains certain financial covenants, including maximum leverage
ratio, minimum interest coverage ratio and minimum fixed charge coverage ratio.

In addition, the senior credit facility is guaranteed by
Intermediate Holdings and secured by its assets (including Norcrafts equity interests), as well as guaranteed by and secured by the equity interests and substantially all of the assets of Norcrafts subsidiaries.

The senior credit facility also contains customary events of default, and upon the occurrence of such events of default, the outstanding obligations may
be accelerated and become due and payable immediately.

Commitment fees are due quarterly at a rate of 0.375% of any unused commitments.

Approximately $5.4 million of letters of credit were outstanding at March 31, 2008 and December 31, 2007. The total available
under the senior credit facility, which is reduced by any outstanding letters of credit, was $54.6 million at March 31, 2008 and December 31, 2007 as per the amended agreement.

Senior Subordinated Notes

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

Subsequent to November 1, 2007, Norcraft has had the option to redeem the notes, in whole or part, at a redemption price equal to 100% of the principal amount plus a premium declining ratably to par, plus accrued and unpaid interest.
On August 21, 2007, Norcraft repurchased and cancelled $2.0 million of its Senior Subordinated Notes at a purchase price of $2,025,000 plus accrued interest of $55,000. A loss on this debt extinguishment of $25,000 is included in other expense.

If Norcraft experiences a change of control, 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.



11



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##### Table of Contents

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.

Holdings Senior Discount Notes

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

At any time on or after September 1, 2008, Holdings may redeem the Senior Discount 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.

If Holdings experiences a change in control prior to September 1, 2008, it may redeem all, but not
less than all, of the Senior Discount 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 Discount Notes at a purchase price equal to 101% of the accreted value plus accrued and unpaid interest.

Additionally,
the terms of the indenture governing the Senior Discount Notes limit Holdings ability to, among other things, incur additional indebtedness, dispose of assets, make acquisitions, make other investments, pay dividends and make various other
payments. The terms also include cross-default provisions.

The Senior Discount Notes are structurally subordinated to all debt and
liabilities, including trade payables, of Holdings subsidiaries, including Norcraft, and are effectively subordinated to any of Holdings future secured debt to the extent of the value of the assets securing such debt. Holdings
subsidiaries may not have sufficient funds or assets to permit payments to Holdings in amounts sufficient to permit Holdings to pay all or any portion of its indebtedness and other obligations, including its obligations on the Senior Discount Notes.

Unsecured Notes

In
September 2006, Holdings repurchased the equity interests of two former equity holders. Consideration for these repurchases was in the form of $2.0 million in cash and $5.9 million in unsecured notes payable (the Unsecured Notes).
Principal on the Unsecured Notes is payable in three equal, annual payments. The first principal payment of $2.0 million was paid during September 2007. These notes accrue interest at 8.45%, which is payable quarterly.



12



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The following represents certain condensed consolidating financial information as of March 31, 2008
and December 31, 2007 and for the periods ended March 31, 2008 and 2007 for the issuers and for Norcraft Canada Corporation, a wholly-owned subsidiary of Norcraft, which fully and unconditionally guarantees the Senior Subordinated Notes.
In addition, the terms and conditions of the Senior Subordinated Notes limit Norcrafts ability to pay dividends or other payments to Holdings. In this regard, the net assets of Norcraft are restricted assets of Holdings. As such, condensed
financial information for Holdings (the parent company) is also presented.

CONDENSED CONSOLIDATING BALANCE SHEETS

As of March 31, 2008



|                                       |  |                            |         |                         |   |                |  |              |       |  |                                    |        |                       |  |              |         |  |                                   |         |  |   |          |   |  |   |        
|-------------------------------------- |  | -------------------------- | ------- | ----------------------- | - | -------------- |  | ------------ | ----- |  | ---------------------------------- | ------ | --------------------- |  | ------------ | ------- |  | --------------------------------- | ------- |  | - | -------- | - |  | - | -------
|                                       |  | NorcraftCompanies,L.P. (1) |         | NorcraftFinanceCorp (1) |   | NorcraftCanada |  | Eliminations |       |  | ConsolidatedNorcraftCompanies,L.P. |        | NorcraftHoldings,L.P. |  | Eliminations |         |  | ConsolidatedNorcraftHoldings,L.P.
|Current assets                         |  | $                          | 90,768  |                         | $ |               |  | $            | 1,566 |  | $                                  |       |                       |  | $            | 92,334  |  | $                                 |        |  | $ |         |   |  | $ | 92,334 
|Property, plant & equipment, net       |  |                            | 33,969  |                         |   |               |  |              | 4,525 |  |                                    |       |                       |  |              | 38,494  |  |                                   |        |  |   |         |   |  |   | 38,494 
|Investments in Subsidiary              |  |                            | 402     |                         |   |               |  |              |      |  |                                    | (402   | )                     |  |              |        |  |                                   | 206,197 |  |   | (206,197 | ) |  |   |       
|Other assets                           |  |                            | 263,177 |                         |   |               |  |              | 212   |  |                                    | (5,391 | )                     |  |              | 257,998 |  |                                   | 2,119   |  |   |         |   |  |   | 260,117
|                                       |  |                            |         |                         |   |                |  |              |       |  |                                    |        |                       |  |              |         |  |                                   |         |  |   |          |   |  |   |        
|Total assets                           |  | $                          | 388,316 |                         | $ |               |  | $            | 6,303 |  | $                                  | (5,793 | )                     |  | $            | 388,826 |  | $                                 | 208,316 |  | $ | (206,197 | ) |  | $ | 390,945
|                                       |  |                            |         |                         |   |                |  |              |       |  |                                    |        |                       |  |              |         |  |                                   |         |  |   |          |   |  |   |        
|Current liabilities                    |  | $                          | 33,649  |                         | $ |               |  | $            | 510   |  | $                                  |       |                       |  | $            | 34,159  |  | $                                 | 1,959   |  | $ |         |   |  | $ | 36,118 
|Long-term debt                         |  |                            | 148,000 |                         |   |               |  |              | 5,391 |  |                                    | (5,391 | )                     |  |              | 148,000 |  |                                   | 115,388 |  |   |         |   |  |   | 263,388
|Other liabilities                      |  |                            | 470     |                         |   |               |  |              |      |  |                                    |       |                       |  |              | 470     |  |                                   |        |  |   |         |   |  |   | 470    
|Members equity subject to put request |  |                            |        |                         |   |               |  |              |      |  |                                    |       |                       |  |              |        |  |                                   | 37,462  |  |   |         |   |  |   | 37,462 
|Members equity                        |  |                            | 206,197 |                         |   |               |  |              | 402   |  |                                    | (402   | )                     |  |              | 206,197 |  |                                   | 53,507  |  |   | (206,197 | ) |  |   | 53,507 
|                                       |  |                            |         |                         |   |                |  |              |       |  |                                    |        |                       |  |              |         |  |                                   |         |  |   |          |   |  |   |        
|Total liabilities & members equity    |  | $                          | 388,316 |                         | $ |               |  | $            | 6,303 |  | $                                  | (5,793 | )                     |  | $            | 388,826 |  | $                                 | 208,316 |  | $ | (206,197 | ) |  | $ | 390,945
|                                       |  |                            |         |                         |   |                |  |              |       |  |                                    |        |                       |  |              |         |  |                                   |         |  |   |          |   |  |   |        
|                                      
|As of December 31, 2007               
|                                       |  | NorcraftCompanies,L.P. (1) |         | NorcraftFinanceCorp (1) |   | NorcraftCanada |  | Eliminations |       |  | ConsolidatedNorcraftCompanies,L.P. |        | NorcraftHoldings,L.P. |  | Eliminations |         |  | ConsolidatedNorcraftHoldings,L.P.
|Current assets                         |  | $                          | 79,986  |                         | $ |               |  | $            | 1,472 |  | $                                  |       |                       |  | $            | 81,458  |  | $                                 |        |  | $ |         |   |  | $ | 81,458 
|Property, plant & equipment, net       |  |                            | 34,872  |                         |   |               |  |              | 4,606 |  |                                    |       |                       |  |              | 39,478  |  |                                   |        |  |   |         |   |  |   | 39,478 
|Investments in subsidiary              |  |                            | 898     |                         |   |               |  |              |      |  |                                    | (898   | )                     |  |              |        |  |                                   | 202,326 |  |   | (202,326 | ) |  |   |       
|Other assets                           |  |                            | 264,378 |                         |   |               |  |              | 212   |  |                                    | (4,682 | )                     |  |              | 259,908 |  |                                   | 2,233   |  |   |         |   |  |   | 262,141
|                                       |  |                            |         |                         |   |                |  |              |       |  |                                    |        |                       |  |              |         |  |                                   |         |  |   |          |   |  |   |        
|Total assets                           |  | $                          | 380,134 |                         | $ |               |  | $            | 6,290 |  | $                                  | (5,580 | )                     |  | $            | 380,844 |  | $                                 | 204,559 |  | $ | (202,326 | ) |  | $ | 383,077
|                                       |  |                            |         |                         |   |                |  |              |       |  |                                    |        |                       |  |              |         |  |                                   |         |  |   |          |   |  |   |        
|Current liabilities                    |  | $                          | 29,355  |                         | $ |               |  | $            | 710   |  | $                                  |       |                       |  | $            | 30,065  |  | $                                 | 1,959   |  | $ |         |   |  | $ | 32,024 
|Long-term debt                         |  |                            | 148,000 |                         |   |               |  |              | 4,682 |  |                                    | (4,682 | )                     |  |              | 148,000 |  |                                   | 112,731 |  |   |         |   |  |   | 260,731
|Other liabilities                      |  |                            | 453     |                         |   |               |  |              |      |  |                                    |       |                       |  |              | 453     |  |                                   |        |  |   |         |   |  |   | 453    
|Members equity subject to put request |  |                            |        |                         |   |               |  |              |      |  |                                    |       |                       |  |              |        |  |                                   | 42,331  |  |   |         |   |  |   | 42,331 
|Members equity                        |  |                            | 202,326 |                         |   |               |  |              | 898   |  |                                    | (898   | )                     |  |              | 202,326 |  |                                   | 47,538  |  |   | (202,326 | ) |  |   | 47,538 
|                                       |  |                            |         |                         |   |                |  |              |       |  |                                    |        |                       |  |              |         |  |                                   |         |  |   |          |   |  |   |        
|Total liabilities & members equity    |  | $                          | 380,134 |                         | $ |               |  | $            | 6,290 |  | $                                  | (5,580 | )                     |  | $            | 380,844 |  | $                                 | 204,559 |  | $ | (202,326 | ) |  | $ | 383,077
|                                       |  |                            |         |                         |   |                |  |              |       |  |                                    |        |                       |  |              |         |  |                                   |         |  |   |          |   |  |   |        



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



13



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CONDENSED CONSOLIDATING INCOME STATEMENTS

For the Three Months Ended March 31, 2008



|                                             |  |                            |        |   |                         |   |                |  |   |              |   |  |                                    |        |                       |  |              |        |  |                                   |       |  |   |        |   |  |   |       
|-------------------------------------------- |  | -------------------------- | ------ | - | ----------------------- | - | -------------- |  | - | ------------ | - |  | ---------------------------------- | ------ | --------------------- |  | ------------ | ------ |  | --------------------------------- | ----- |  | - | ------ | - |  | - | ------
|                                             |  | NorcraftCompanies,L.P. (1) |        |   | NorcraftFinanceCorp (1) |   | NorcraftCanada |  |   | Eliminations |   |  | ConsolidatedNorcraftCompanies,L.P. |        | NorcraftHoldings,L.P. |  | Eliminations |        |  | ConsolidatedNorcraftHoldings,L.P.
|Net sales                                    |  | $                          | 86,731 |   |                         | $ |               |  | $ | 1,832        |   |  | $                                  | (932   | )                     |  | $            | 87,631 |  | $                                 |      |  | $ |       |   |  | $ | 87,631
|Cost of sales                                |  |                            | 61,762 |   |                         |   |               |  |   | 2,155        |   |  |                                    | (932   | )                     |  |              | 62,985 |  |                                   |      |  |   |       |   |  |   | 62,985
|                                             |  |                            |        |   |                         |   |                |  |   |              |   |  |                                    |        |                       |  |              |        |  |                                   |       |  |   |        |   |  |   |       
|Gross profit                                 |  |                            | 24,969 |   |                         |   |               |  |   | (323         | ) |  |                                    |       |                       |  |              | 24,646 |  |                                   |      |  |   |       |   |  |   | 24,646
|Equity in earnings of subsidiary             |  |                            | (492   | ) |                         |   |               |  |   |             |   |  |                                    | 492    |                       |  |              |       |  |                                   | 3,728 |  |   | (3,728 | ) |  |   |      
|Selling, general and administrative expenses |  |                            | 17,178 |   |                         |   |               |  |   | 169          |   |  |                                    |       |                       |  |              | 17,347 |  |                                   |      |  |   |       |   |  |   | 17,347
|                                             |  |                            |        |   |                         |   |                |  |   |              |   |  |                                    |        |                       |  |              |        |  |                                   |       |  |   |        |   |  |   |       
|Income (loss) from operations                |  |                            | 7,299  |   |                         |   |               |  |   | (492         | ) |  |                                    | 492    |                       |  |              | 7,299  |  |                                   | 3,728 |  |   | (3,728 | ) |  |   | 7,299 
|Other expense (income):                      |  |                            |        |   |                         |   |                |  |   |              |   |  |                                    |        |                       |  |              |        |  |                                   |       |  |   |        |   |  |   |       
|Interest expense, net                        |  |                            | 3,275  |   |                         |   |               |  |   |             |   |  |                                    |       |                       |  |              | 3,275  |  |                                   | 2,740 |  |   |       |   |  |   | 6,015 
|Amortization of deferred financing costs     |  |                            | 266    |   |                         |   |               |  |   |             |   |  |                                    |       |                       |  |              | 266    |  |                                   | 114   |  |   |       |   |  |   | 380   
|Other, net                                   |  |                            | 30     |   |                         |   |               |  |   |             |   |  |                                    |       |                       |  |              | 30     |  |                                   |      |  |   |       |   |  |   | 30    
|                                             |  |                            |        |   |                         |   |                |  |   |              |   |  |                                    |        |                       |  |              |        |  |                                   |       |  |   |        |   |  |   |       
|                                             |  |                            | 3,571  |   |                         |   |               |  |   |             |   |  |                                    |       |                       |  |              | 3,571  |  |                                   | 2,854 |  |   |       |   |  |   | 6,425 
|                                             |  |                            |        |   |                         |   |                |  |   |              |   |  |                                    |        |                       |  |              |        |  |                                   |       |  |   |        |   |  |   |       
|Net income                                   |  | $                          | 3,728  |   |                         | $ |               |  | $ | (492         | ) |  | $                                  | 492    |                       |  | $            | 3,728  |  | $                                 | 874   |  | $ | (3,728 | ) |  | $ | 874   
|                                             |  |                            |        |   |                         |   |                |  |   |              |   |  |                                    |        |                       |  |              |        |  |                                   |       |  |   |        |   |  |   |       
|                                            
|For the Three Months Ended March 31, 2007   
|                                             |  |                            |        |   |                         |   |                | 
|                                             |  | NorcraftCompanies,L.P. (1) |        |   | NorcraftFinanceCorp (1) |   | NorcraftCanada |  |   | Eliminations |   |  | ConsolidatedNorcraftCompanies,L.P. |        | NorcraftHoldings,L.P. |  | Eliminations |        |  | ConsolidatedNorcraftHoldings,L.P.
|Net sales                                    |  | $                          | 93,907 |   |                         | $ |               |  | $ | 3,277        |   |  | $                                  | (3,277 | )                     |  | $            | 93,907 |  | $                                 |      |  | $ |       |   |  | $ | 93,907
|Cost of sales                                |  |                            | 63,703 |   |                         |   |               |  |   | 3,230        |   |  |                                    | (3,277 | )                     |  |              | 63,656 |  |                                   |      |  |   |       |   |  |   | 63,656
|                                             |  |                            |        |   |                         |   |                |  |   |              |   |  |                                    |        |                       |  |              |        |  |                                   |       |  |   |        |   |  |   |       
|Gross profit                                 |  |                            | 30,204 |   |                         |   |               |  |   | 47           |   |  |                                    |       |                       |  |              | 30,251 |  |                                   |      |  |   |       |   |  |   | 30,251
|Equity in earnings of subsidiary             |  |                            | (53    | ) |                         |   |               |  |   |             |   |  |                                    | 53     |                       |  |              |       |  |                                   | 8,900 |  |   | (8,900 | ) |  |   |      
|Selling, general and administrative expenses |  |                            | 17,580 |   |                         |   |               |  |   | 88           |   |  |                                    |       |                       |  |              | 17,668 |  |                                   |      |  |   |       |   |  |   | 17,668
|                                             |  |                            |        |   |                         |   |                |  |   |              |   |  |                                    |        |                       |  |              |        |  |                                   |       |  |   |        |   |  |   |       
|Income (loss) from operations                |  |                            | 12,571 |   |                         |   |               |  |   | (41          | ) |  |                                    | 53     |                       |  |              | 12,583 |  |                                   | 8,900 |  |   | (8,900 | ) |  |   | 12,583
|Other expense (income):                      |  |                            |        |   |                         |   |                |  |   |              |   |  |                                    |        |                       |  |              |        |  |                                   |       |  |   |        |   |  |   |       
|Interest expense, net                        |  |                            | 3,373  |   |                         |   |               |  |   | 9            |   |  |                                    |       |                       |  |              | 3,382  |  |                                   | 2,538 |  |   |       |   |  |   | 5,920 
|Amortization of deferred financing costs     |  |                            | 269    |   |                         |   |               |  |   |             |   |  |                                    |       |                       |  |              | 269    |  |                                   | 104   |  |   |       |   |  |   | 373   
|Other, net                                   |  |                            | 29     |   |                         |   |               |  |   | 3            |   |  |                                    |       |                       |  |              | 32     |  |                                   |      |  |   |       |   |  |   | 32    
|                                             |  |                            |        |   |                         |   |                |  |   |              |   |  |                                    |        |                       |  |              |        |  |                                   |       |  |   |        |   |  |   |       
|                                             |  |                            | 3,671  |   |                         |   |               |  |   | 12           |   |  |                                    |       |                       |  |              | 3,683  |  |                                   | 2,642 |  |   |       |   |  |   | 6,325 
|                                             |  |                            |        |   |                         |   |                |  |   |              |   |  |                                    |        |                       |  |              |        |  |                                   |       |  |   |        |   |  |   |       
|Net income                                   |  | $                          | 8,900  |   |                         | $ |               |  | $ | (53          | ) |  | $                                  | 53     |                       |  | $            | 8,900  |  | $                                 | 6,258 |  | $ | (8,900 | ) |  | $ | 6,258 
|                                             |  |                            |        |   |                         |   |                |  |   |              |   |  |                                    |        |                       |  |              |        |  |                                   |       |  |   |        |   |  |   |       



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CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the Three Months Ended March 31, 2008



|                                                      |  |                            |        |   |                         |   |                |  |   |              |   |  |                                    |      |   |                       |   |        |              |  |   |                                   |   |  |   |      |   |  |   |        |  
|----------------------------------------------------- |  | -------------------------- | ------ | - | ----------------------- | - | -------------- |  | - | ------------ | - |  | ---------------------------------- | ---- | - | --------------------- | - | ------ | ------------ |  | - | --------------------------------- | - |  | - | ---- | - |  | - | ------ | -
|                                                      |  | NorcraftCompanies,L.P. (1) |        |   | NorcraftFinanceCorp (1) |   | NorcraftCanada |  |   | Eliminations |   |  | ConsolidatedNorcraftCompanies,L.P. |      |   | NorcraftHoldings,L.P. |   |        | Eliminations |  |   | ConsolidatedNorcraftHoldings,L.P. |  
|Cash flows provided by (used in) operating activities |  | $                          | 10,374 |   |                         | $ |               |  | $ | (548         | ) |  | $                                  |     |   |                       | $ | 9,826  |              |  | $ | 68                                |   |  | $ | (151 | ) |  | $ | 9,743  |  
|Cash flows provided by (used in) investing activities |  |                            | (3,159 | ) |                         |   |               |  |   | (107         | ) |  |                                    | 709  |   |                       |   | (2,557 | )            |  |   |                                  |   |  |   |     |   |  |   | (2,557 | )
|Cash flows provided by (used in) financing activities |  |                            | (151   | ) |                         |   |               |  |   | 709          |   |  |                                    | (709 | ) |                       |   | (151   | )            |  |   | (68                               | ) |  |   | 151  |   |  |   | (68    | )
|Effect of exchange rates on cash                      |  |                            |       |   |                         |   |               |  |   | (1           | ) |  |                                    |     |   |                       |   | (1     | )            |  |   |                                  |   |  |   |     |   |  |   | (1     | )
|                                                      |  |                            |        |   |                         |   |                |  |   |              |   |  |                                    |      |   |                       |   |        |              |  |   |                                   |   |  |   |      |   |  |   |        |  
|Net increase (decrease) in cash and cash equivalents  |  |                            | 7,064  |   |                         |   |               |  |   | 53           |   |  |                                    |     |   |                       |   | 7,117  |              |  |   |                                  |   |  |   |     |   |  |   | 7,117  |  
|Cash and cash equivalents, beginning of period        |  |                            | 28,318 |   |                         |   |               |  |   | 91           |   |  |                                    |     |   |                       |   | 28,409 |              |  |   |                                  |   |  |   |     |   |  |   | 28,409 |  
|                                                      |  |                            |        |   |                         |   |                |  |   |              |   |  |                                    |      |   |                       |   |        |              |  |   |                                   |   |  |   |      |   |  |   |        |  
|Cash and cash equivalents, end of period              |  | $                          | 35,382 |   |                         | $ |               |  | $ | 144          |   |  | $                                  |     |   |                       | $ | 35,526 |              |  | $ |                                  |   |  | $ |     |   |  | $ | 35,526 |  
|                                                      |  |                            |        |   |                         |   |                |  |   |              |   |  |                                    |      |   |                       |   |        |              |  |   |                                   |   |  |   |      |   |  |   |        |  
|                                                     
|For the Three Months Ended March 31, 2007             | 
|                                                      |  |                            |        |   |                         |   |                | 
|                                                      |  | NorcraftCompanies,L.P. (1) |        |   | NorcraftFinanceCorp (1) |   | NorcraftCanada |  |   | Eliminations |   |  | ConsolidatedNorcraftCompanies,L.P. |      |   | NorcraftHoldings,L.P. |   |        | Eliminations |  |   | ConsolidatedNorcraftHoldings,L.P. |  
|Cash flows provided by (used in) operating activities |  | $                          | 20,631 |   |                         | $ |               |  | $ | (484         | ) |  | $                                  |     |   |                       | $ | 20,147 |              |  | $ | 422                               |   |  | $ | (544 | ) |  | $ | 20,025 |  
|Cash flows provided by (used in) investing activities |  |                            | (3,870 | ) |                         |   |               |  |   | (12          | ) |  |                                    | 464  |   |                       |   | (3,418 | )            |  |   |                                  |   |  |   |     |   |  |   | (3,418 | )
|Cash flows provided by (used in) financing activities |  |                            | (544   | ) |                         |   |               |  |   | 464          |   |  |                                    | (464 | ) |                       |   | (544   | )            |  |   | (312                              | ) |  |   | 544  |   |  |   | (312   | )
|Effect of exchange rates on cash                      |  |                            |       |   |                         |   |               |  |   | 23           |   |  |                                    |     |   |                       |   | 23     |              |  |   |                                  |   |  |   |     |   |  |   | 23     |  
|                                                      |  |                            |        |   |                         |   |                |  |   |              |   |  |                                    |      |   |                       |   |        |              |  |   |                                   |   |  |   |      |   |  |   |        |  
|Net increase (decrease) in cash and cash equivalents  |  |                            | 16,217 |   |                         |   |               |  |   | (9           | ) |  |                                    |     |   |                       |   | 16,208 |              |  |   | 110                               |   |  |   |     |   |  |   | 16,318 |  
|Cash and cash equivalents, beginning of period        |  |                            | 3,893  |   |                         |   |               |  |   | 145          |   |  |                                    |     |   |                       |   | 4,038  |              |  |   | (110                              | ) |  |   |     |   |  |   | 3,928  |  
|                                                      |  |                            |        |   |                         |   |                |  |   |              |   |  |                                    |      |   |                       |   |        |              |  |   |                                   |   |  |   |      |   |  |   |        |  
|Cash and cash equivalents, end of period              |  | $                          | 20,110 |   |                         | $ |               |  | $ | 136          |   |  | $                                  |     |   |                       | $ | 20,246 |              |  | $ |                                  |   |  | $ |     |   |  | $ | 20,246 |  
|                                                      |  |                            |        |   |                         |   |                |  |   |              |   |  |                                    |      |   |                       |   |        |              |  |   |                                   |   |  |   |      |   |  |   |        |  



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



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

Uncertainty of Forward Looking Statements and Information

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

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

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

Overview

The following discussion of our financial condition and results of operations should be read together with
the consolidated financial statements and the accompanying notes included elsewhere in this quarterly report. Additionally, the following discussion should be read together with the Selected Financial Data and our consolidated financial statements
and the accompanying notes included in our 2007 annual report on Form 10-K. All of our operations are conducted through Norcraft Companies, L.P. (Norcraft). Norcraft is an indirect wholly-owned subsidiary of Norcraft Holdings, L.P.
(Holdings). The words Company, we, us, and our refer to Holdings together with Norcraft.

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

As discussed below, during the three months
ended March 31, 2008, we continued to experience a slow-down in the number of incoming orders due to the industry-wide slow-down in the U.S. housing market. Additionally, the slow-down in the market has caused us to be more aggressive with
pricing and sales promotions. These sales incentives have reduced our gross profit margin percentages.



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Results of Operations

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



|                                             |  |                             |   |  |                             |   |  |       |   |  |       |  
|-------------------------------------------- |  | --------------------------- | - |  | --------------------------- | - |  | ----- | - |  | ----- | -
|                                             |  | Norcraft Holdings, L.P.     |   |  | Norcraft Companies, L.P     |  
|                                             |  | Three Months EndedMarch 31, |   |  | Three Months EndedMarch 31, |  
|                                             |  | 2008                        |   |  | 2007                        |   |  | 2008  |   |  | 2007  |  
|Net sales                                    |  | 100.0                       | % |  | 100.0                       | % |  | 100.0 | % |  | 100.0 | %
|Cost of sales                                |  | 71.9                        | % |  | 67.8                        | % |  | 71.9  | % |  | 67.8  | %
|                                             |  |                             |   |  |                             |   |  |       |   |  |       |  
|Gross profit                                 |  | 28.1                        | % |  | 32.2                        | % |  | 28.1  | % |  | 32.2  | %
|Selling, general and administrative expenses |  | 19.8                        | % |  | 18.8                        | % |  | 19.8  | % |  | 18.8  | %
|                                             |  |                             |   |  |                             |   |  |       |   |  |       |  
|Income from operations                       |  | 8.3                         | % |  | 13.4                        | % |  | 8.3   | % |  | 13.4  | %
|Interest expense, net                        |  | 6.9                         | % |  | 6.3                         | % |  | 3.7   | % |  | 3.6   | %
|Amortization of deferred financing costs     |  | 0.4                         | % |  | 0.4                         | % |  | 0.3   | % |  | 0.3   | %
|                                             |  |                             |   |  |                             |   |  |       |   |  |       |  
|Net income                                   |  | 1.0                         | % |  | 6.7                         | % |  | 4.3   | % |  | 9.5   | %
|                                             |  |                             |   |  |                             |   |  |       |   |  |       |  

Three Months Ended March 31, 2008 Compared with Three Months Ended March 31, 2007

Net Sales. Net sales decreased by $6.3 million, or 6.7%, from $93.9 million for the three months ended March 31, 2007 to $87.6 million for the same period of
2008. The decrease in sales is primarily caused by the current industry-wide slow-down in the U.S. housing market. Various customers, channels and product lines have been impacted differently by the industry slow-down because of price points,
geographies and various other factors. The decline in sales was attributable to a decrease in sales by our Mid Continent division, which made up most of the overall decrease in net sales because it is our largest division. Decreases in sales by our
UltraCraft division were slightly offset by an increase in sales by our StarMark division.

Cost of Sales. Cost of sales decreased by $0.6 million,
or 1.1%, from $63.6 million for the three months ended March 31, 2007 to $63.0 million for same period of 2008. The decrease was primarily attributable to our decreased sales volume. Cost of sales as a percentage of net sales increased from
67.8% for the three months ended March 31, 2007 to 71.9% for the same period of 2008.

Gross Profit. Gross profit decreased by $5.7 million, or
18.5%, from $30.3 million for the three months ended March 31, 2007 to $24.6 million for the same period of 2008. Gross profit as a percentage of net sales decreased from 32.2% for the three months ended March 31, 2007 to 28.1% for the
same period of 2008. Gross profit margin was negatively impacted primarily by aggressive sales incentives and pricing in response to the slow-down in our market.

Selling, General and Administrative Expenses. Selling, general and administrative expenses decreased by $0.4 million, or 1.8%, from $17.7 million for the three months ended March 31, 2007 to $17.3 million for the same period of
2008. Selling, general and administrative expenses were lower than the prior-year period mainly due to lower sales and marketing expenses. Selling, general and administrative expenses as a percentage of net sales increased from 18.8% for the three
months ended March 31, 2007 to 19.8% for the same period of 2008.

Income from Operations.Income from operations decreased by $5.3 million, or
42.0%, from $12.6 million for the three months ended March 31, 2007 compared to $7.3 million for the same period of 2008. The decrease in income from operations was a result of factors described above. Income from operations as a percentage of
net sales decreased from 13.4% for the three months ended March 31, 2007 to 8.3% for the same period of 2008.

Interest, Amortization of Deferred
Financing Fees, and Other Expenses. Holdings consolidated interest, amortization of deferred financing fees, and other expenses increased by $0.1 million, or 1.6%, from $6.3 million for the three months ended March 31, 2007 to $6.4
million for the same period of 2008. Interest expense increased $0.1 million from increased indebtedness, mainly attributable to the increase in the Senior Discount Notes due to accretion. The average debt balance was $264.0 million and $257.8
million during the three months ended March 31, 2008 and 2007, respectively. The borrowing rates on the Senior Subordinated Notes and the Senior Discount Notes are fixed at 9.0% and 9.75%, respectively. Amortization of deferred financing
charges was flat during the three months ended March 31, 2007 compared to the three months ended March 31, 2008. Interest, amortization of deferred financing fees, and other expenses for Holdings as a percentage of net sales increased from
6.7% for the three months ended March 31, 2007 to 7.3% for the same period of 2008.



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Interest, amortization of deferred financing fees, and other expenses decreased for Norcraft by $0.1 million, or 3.0%,
from $3.7 million for the three months ended March 31, 2007 to $3.6 million for the same period of 2008. Interest, amortization of deferred financing fees, and other expenses for Norcraft as a percentage of net sales increased from 3.9% for the
three months ended March 31, 2007 to 4.0% for the same period of 2008.

Net Income. Holdings net income decreased $5.4 million from $6.3
million for the three months ended March 31, 2007 to $0.9 million for the same period of 2008, for the reasons described above. Net income as a percentage of net sales for Holdings decreased from 6.7% for the three months ended March 31,
2007 to 1.0% for the same period of 2008.

Norcrafts net income decreased $5.2 million from $8.9 million for the three months ended March 31,
2007 to $3.7 million for the same period of 2008, for the reasons described above. Net income as a percentage of net sales for Norcraft decreased from 9.5% for the three months ended March 31, 2007 to 4.3% for the same period of 2008.

Liquidity and Capital Resources

Cash Flows

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

Cash provided by
operating activities of Holdings was $9.7 million for the three months ended March 31, 2008, compared with $20.0 million for the same period of 2007, a decrease of $10.3 million. The decrease was primarily due to a decrease in net income of
$5.4 million as discussed above and a change in operating assets of $5.8 million. The change in operating assets was primarily caused by the change in accounts receivable, which provided less cash than in the prior year period because of the related
decrease in sales.

Cash provided by operating activities of Norcraft was $9.8 million for the three months ended March 31, 2008, compared with $20.1
million for the same period of 2007, a decrease of $10.3 million. The decrease was primarily due to a decrease in net income of $5.2 million as discussed above and a change in operating assets of $5.8 million. The change in operating assets was
primarily caused by the change in accounts receivable, which provided less cash than in the prior year period because of the related decrease in sales.

Cash used in investing activities was $2.6 million for the three months ended March 31, 2008, compared with $3.4 million for the same period of 2007, a decrease of $0.8 million. Capital expenditures were $1.2 million for the three
months ended March 31, 2008, compared with $1.9 million for the same period of 2007, a decrease of $0.7 million. Also, additions to display cabinets were $1.3 million for the three months ended March 31, 2008, compared with $1.4 million
for the same period of 2007, a decrease of $0.1 million.

Cash used in financing activities of Holdings was $0.1 million for the three months ended
March 31, 2008, compared with $0.3 million used in the same period of 2007, a decrease of $0.2 million. This decrease was due to lower repurchases of members interest.

Cash used in financing activities of Norcraft was $0.2 million for the three months ended March 31, 2008, compared with $0.5 million used in the same period of 2007, a decrease of $0.3 million. This decrease was
due to lower distributions to members of $0.2 million and lower repurchases of members interest of $0.1 million.

Debt Structure

We have $265.3 million of outstanding debt, consisting of $148.0 million in Senior Subordinated Notes (with semi-annual interest payments at 9%),
$113.4 million in Senior Discount Notes (due in 2012, with interest accreting at 9.75%) and $3.9 million in Unsecured Notes (due in 2009, with annual principal payments and quarterly interest payments of 8.45%). Please see Part I, Item 1,
Notes to Consolidated Financial Statements, Note 8, Long Term Debt for details.

Norcrafts amended senior credit facility
contains covenants, which, among other things, limit: (i) additional indebtedness; (ii) dividends; (iii) capital expenditures and (iv) acquisitions, mergers and consolidations. Indebtedness under the amended senior credit
facility is secured by substantially all of Norcrafts assets, including its real and personal property, inventory, accounts receivable, intellectual property and other intangibles. The facility also contains certain financial covenants,
including maximum leverage ratio, minimum interest coverage ratio and minimum fixed charge coverage ratio. Norcraft was in compliance with these financial covenants at March 31, 2008.



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

Taxes; Distributions to our Limited Partners

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

Norcrafts senior
credit facility and the indenture governing the Senior Subordinated Notes significantly restrict Norcraft and its subsidiaries from paying dividends and otherwise transferring assets to Holdings. Norcraft may, however, make distributions to
Holdings, subject to certain limitations, to permit it to make further distributions to its equity holders to pay taxes on our net income allocated to them.

Inflation; Seasonality

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

Our sales have historically been
moderately seasonal and have been strongest in April through October which coincides with construction seasonality.



|Item 3. | Quantitative and Qualitative Disclosures of Market Risk
|------- | -------------------------------------------------------

The
Company has a $60.0 million revolving credit facility which has a variable rate of interest and has the potential to expose the Company to fluctuations in the interest rate market. As of March 31, 2008, there were no borrowings under this
facility. The available credit under this revolver is reduced by any outstanding letters of credit. Approximately $5.4 million of letters of credit were outstanding at March 31, 2008.



|Item 4. | Controls and Procedures
|------- | -----------------------

The Companys management, with the
participation of the Companys Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Companys disclosure controls and procedures as of March 31, 2008. Based on that evaluation, the Companys
Chief Executive Officer and Chief Financial Officer concluded that the Companys disclosure controls and procedures were effective as of March 31, 2008 to provide reasonable assurance that the information required to be disclosed by the
Company in the reports it files or submits with the Securities and Exchange Commission is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.

There have not been any changes in the Companys internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the
Exchange Act, during the Companys fiscal quarter ended March 31, 2008 that have materially affected, or are reasonably likely to materially affect, the Companys internal control over financial reporting.

Limitations on the Effectiveness of Controls

The Companys
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. The Companys 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 the Company 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 the Companys assets that could have a material effect on the financial statements.



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



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PART II. OTHER INFORMATION



|Item 1. | Legal Proceedings
|------- | -----------------

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



|Item 1A. | Risk Factors
|-------- | ------------

There have been no material changes to the risk
factors disclosed in the Companys Annual Report on Form 10-K for the year ended December 31, 2007. The materialization of any risks and uncertainties identified in Part I, Item 2, Uncertainty of Forward Looking Statements and
Information Statements contained in this report together with those previously disclosed in the Form 10-K or those that are presently unforeseen could result in significant adverse effects on our financial condition, results of operations and
cash flows.



|Item 6. | Exhibits
|------- | --------



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



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SIGNATURES

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



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




|                                                                       |  |  |  |                                                                        
|---------------------------------------------------------------------- |  |  |  | -----------------------------------------------------------------------
|/s/ Mark Buller                                                        |  |  |  | /s/ Leigh Ginter                                                       
|Mark Buller                                                            |  |  |  | Leigh Ginter                                                           
|Chief Executive Officer                                                |  |  |  | Chief Financial Officer                                                
|                                                                       |  | 
|Date: May 15, 2008                                                     |  |  |  | Date: May 15, 2008                                                     
|Signing on behalf of the Registrant and as Principal Executive Officer |  |  |  | Signing on behalf of the Registrant and as Principal Accounting Officer



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