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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549



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FORM 10-Q



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



For the quarterly period ended September 30, 2005



OR



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



For the transition period from  to



Commission file numbers: 333-119696 and 333-114924



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Norcraft Holdings, L.P.

Norcraft Companies, L.P.

(Exact name
of registrants as specified in their charters)



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|                                                               |  |      |  |                                     
|-------------------------------------------------------------- |  | ---- |  | ------------------------------------
|Delaware                                                       |  | 2434 |  | 75-3132727                          
|Delaware                                                       |  | 2434 |  | 36-4231718                          
|(State or other jurisdiction of incorporation or organization) |  |      |  | (I.R.S. Employer Identification No.)



3020 Denmark Avenue,
Suite 100

Eagan, MN 55121

(800) 297-0661

(Address of Principal Executive Offices)



(800) 297-0661

(Registrants Telephone Number, Including Area Code)



Not Applicable

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



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



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



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



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



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##### Table of Contents

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



Table of Contents



|           |  |                                                                                                                                                  |  |     
|---------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------ |  | ----
|           |  |                                                                                                                                                  |  | Page
|PART I     |  | FINANCIAL INFORMATION                                                                                                                            |  |     
|           |  |                                                                                                                                                 
|Item 1.    |  | Unaudited Consolidated Financial Statements                                                                                                      |  |     
|           |  | Consolidated Balance Sheets at September 30, 2005 and December 31, 2004                                                                          |  | 3   
|           |  | Consolidated Statements of Income for the three and nine months ended September 30, 2005 and 2004; Nine months ended September 30, 2005 and 2004 |  | 4   
|           |  | Consolidated Statements of Members Equity and Comprehensive Income for the nine months ended September 30, 2005                                 |  | 6   
|           |  | Consolidated Statements of Cash Flows for the nine months ended September 30, 2005 and 2004                                                      |  | 8   
|           |  | Notes to Consolidated Financial Statements                                                                                                       |  | 9   
|Item 2.    |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                                            |  | 18  
|Item 3.    |  | Quantitative and Qualitative Disclosures of Market Risk                                                                                          |  | 23  
|Item 4.    |  | Disclosure Controls and Procedures                                                                                                               |  | 24  
|           |  |                                                                                                                                                 
|PART II    |  | OTHER INFORMATION                                                                                                                                |  |     
|Item 1.    |  | Legal Proceedings                                                                                                                                |  | 26  
|Item 6.    |  | Exhibits                                                                                                                                         |  | 26  
|           | 
|SIGNATURES |  | 27                                                                                                                                              



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



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##### Table of Contents

PART I. FINANCIAL INFORMATION



Item 1.



Consolidated Balance Sheets

(dollar amounts in thousands)

(unaudited)



|                                       |  |                         |         |                          |   |                    |  |                  |         |  |   |        
|-------------------------------------- |  | ----------------------- | ------- | ------------------------ | - | ------------------ |  | ---------------- | ------- |  | - | -------
|                                       |  | Norcraft Holdings, L.P. |         | Norcraft Companies, L.P.
|                                       |  | September 30, 2005      |         | December 31,2004         |   | September 30, 2005 |  | December 31,2004
|ASSETS                                 |  |                         |         |                          |   |                    |  |                  |         |  |   |        
|Current assets:                        |  |                         |         |                          |   |                    |  |                  |         |  |   |        
|Cash                                   |  | $                       | 1,455   |                          | $ | 823                |  | $                | 1,455   |  | $ | 823    
|Trade accounts receivable, net         |  |                         | 40,651  |                          |   | 33,056             |  |                  | 40,651  |  |   | 33,056 
|Inventories                            |  |                         | 25,721  |                          |   | 21,886             |  |                  | 25,721  |  |   | 21,886 
|Prepaid expenses                       |  |                         | 929     |                          |   | 1,497              |  |                  | 929     |  |   | 1,497  
|                                       |  |                         |         |                          |   |                    |  |                  |         |  |   |        
|Total current assets                   |  |                         | 68,756  |                          |   | 57,262             |  |                  | 68,756  |  |   | 57,262 
|                                       |  |                         |         |                         
|Property, plant and equipment, net     |  |                         | 36,008  |                          |   | 34,959             |  |                  | 36,008  |  |   | 34,959 
|                                       |  |                         |         |                         
|Other assets:                          |  |                         |         |                          |   |                    |  |                  |         |  |   |        
|Goodwill                               |  |                         | 148,459 |                          |   | 148,459            |  |                  | 148,459 |  |   | 148,459
|Customer relationships, net            |  |                         | 58,315  |                          |   | 61,664             |  |                  | 58,315  |  |   | 61,664 
|Brand names                            |  |                         | 49,000  |                          |   | 49,000             |  |                  | 49,000  |  |   | 49,000 
|Deferred financing costs, net          |  |                         | 10,008  |                          |   | 12,523             |  |                  | 6,863   |  |   | 9,116  
|Display cabinets, net                  |  |                         | 7,685   |                          |   | 6,034              |  |                  | 7,685   |  |   | 6,034  
|Deposits                               |  |                         | 97      |                          |   | 91                 |  |                  | 97      |  |   | 91     
|                                       |  |                         |         |                          |   |                    |  |                  |         |  |   |        
|Total other assets                     |  |                         | 273,564 |                          |   | 277,771            |  |                  | 270,419 |  |   | 274,364
|                                       |  |                         |         |                          |   |                    |  |                  |         |  |   |        
|Total assets                           |  | $                       | 378,328 |                          | $ | 369,992            |  | $                | 375,183 |  | $ | 366,585
|                                       |  |                         |         |                          |   |                    |  |                  |         |  |   |        
|LIABILITIES AND MEMBERS EQUITY        |  |                         |         |                          |   |                    |  |                  |         |  |   |        
|Current liabilities:                   |  |                         |         |                          |   |                    |  |                  |         |  |   |        
|Accounts payable                       |  | $                       | 12,306  |                          | $ | 7,299              |  | $                | 12,306  |  | $ | 7,299  
|Accrued expenses                       |  |                         | 25,904  |                          |   | 19,888             |  |                  | 25,904  |  |   | 19,888 
|Members distribution payable          |  |                         | 20      |                          |   |                   |  |                  | 20      |  |   |       
|                                       |  |                         |         |                          |   |                    |  |                  |         |  |   |        
|Total current liabilities              |  |                         | 38,230  |                          |   | 27,187             |  |                  | 38,230  |  |   | 27,187 
|                                       |  |                         |         |                         
|Long-term debt                         |  |                         | 246,406 |                          |   | 263,752            |  |                  | 157,000 |  |   | 180,500
|                                       |  |                         |         |                          |   |                    |  |                  |         |  |   |        
|Commitments and contingencies          |  |                         |         |                          |   |                    |  |                  |         |  |   |        
|                                       |  |                         |         |                         
|Members equity subject to put request |  |                         | 38,855  |                          |   | 26,377             |  |                  |        |  |   |       
|                                       |  |                         |         |                         
|Members equity                        |  |                         | 54,837  |                          |   | 52,676             |  |                  | 179,953 |  |   | 158,898
|                                       |  |                         |         |                          |   |                    |  |                  |         |  |   |        
|Total liabilities and members equity  |  | $                       | 378,328 |                          | $ | 369,992            |  | $                | 375,183 |  | $ | 366,585
|                                       |  |                         |         |                          |   |                    |  |                  |         |  |   |        



See notes to
consolidated financial statements.



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##### Table of Contents

Consolidated Statements of Income

(dollar amounts in thousands)

(unaudited)



|                                             |  |                                  |         |                                 |   |        |  |      |         |  |   |         |  
|-------------------------------------------- |  | -------------------------------- | ------- | ------------------------------- | - | ------ |  | ---- | ------- |  | - | ------- | -
|                                             |  | Norcraft Holdings, L.P.          |        
|                                             |  | Three Months Ended September 30, |         | Nine Months Ended September 30, |  
|                                             |  | 2005                             |         | 2004                            |   | 2005   |  | 2004 |        
|Net sales                                    |  | $                                | 105,630 |                                 | $ | 89,186 |  | $    | 301,671 |  | $ | 245,869 |  
|Cost of sales                                |  |                                  | 74,160  |                                 |   | 62,069 |  |      | 210,102 |  |   | 166,695 |  
|                                             |  |                                  |         |                                 |   |        |  |      |         |  |   |         |  
|Gross profit                                 |  |                                  | 31,470  |                                 |   | 27,117 |  |      | 91,569  |  |   | 79,174  |  
|Selling, general and administrative expenses |  |                                  | 15,998  |                                 |   | 14,751 |  |      | 47,717  |  |   | 43,262  |  
|                                             |  |                                  |         |                                 |   |        |  |      |         |  |   |         |  
|Income from operations                       |  |                                  | 15,472  |                                 |   | 12,366 |  |      | 43,852  |  |   | 35,912  |  
|                                             |  |                                  |         |                                
|Other expense (income):                      |  |                                  |         |                                 |   |        |  |      |         |  |   |         |  
|Interest expense                             |  |                                  | 5,765   |                                 |   | 5,046  |  |      | 17,549  |  |   | 13,023  |  
|Amortization of deferred financing costs     |  |                                  | 1,154   |                                 |   | 654    |  |      | 2,515   |  |   | 1,898   |  
|Other, net                                   |  |                                  | 18      |                                 |   | 1      |  |      | 130     |  |   | (88     | )
|                                             |  |                                  |         |                                 |   |        |  |      |         |  |   |         |  
|                                             |  |                                  | 6,937   |                                 |   | 5,701  |  |      | 20,194  |  |   | 14,833  |  
|                                             |  |                                  |         |                                 |   |        |  |      |         |  |   |         |  
|Net income                                   |  | $                                | 8,535   |                                 | $ | 6,665  |  | $    | 23,658  |  | $ | 21,079  |  
|                                             |  |                                  |         |                                 |   |        |  |      |         |  |   |         |  



See notes to
consolidated financial statements.



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##### Table of Contents

Consolidated Statements of Income

(dollar amounts in thousands)

(unaudited)



|                                             |  |                                 |         |                                |   |        |  |      |         |  |   |         |  
|-------------------------------------------- |  | ------------------------------- | ------- | ------------------------------ | - | ------ |  | ---- | ------- |  | - | ------- | -
|                                             |  | Norcraft Companies, L.P.        |        
|                                             |  | Three Months EndedSeptember 30, |         | Nine Months EndedSeptember 30, |  
|                                             |  | 2005                            |         | 2004                           |   | 2005   |  | 2004 |        
|Net sales                                    |  | $                               | 105,630 |                                | $ | 89,186 |  | $    | 301,671 |  | $ | 245,869 |  
|Cost of sales                                |  |                                 | 74,160  |                                |   | 62,069 |  |      | 210,102 |  |   | 166,695 |  
|                                             |  |                                 |         |                                |   |        |  |      |         |  |   |         |  
|Gross profit                                 |  |                                 | 31,470  |                                |   | 27,117 |  |      | 91,569  |  |   | 79,174  |  
|Selling, general and administrative expenses |  |                                 | 15,998  |                                |   | 14,751 |  |      | 47,717  |  |   | 43,262  |  
|                                             |  |                                 |         |                                |   |        |  |      |         |  |   |         |  
|Income from operations                       |  |                                 | 15,472  |                                |   | 12,366 |  |      | 43,852  |  |   | 35,912  |  
|                                             |  |                                 |         |                               
|Other expense (income):                      |  |                                 |         |                                |   |        |  |      |         |  |   |         |  
|Interest expense                             |  |                                 | 3,670   |                                |   | 4,093  |  |      | 11,395  |  |   | 12,070  |  
|Amortization of deferred financing costs     |  |                                 | 1,066   |                                |   | 627    |  |      | 2,253   |  |   | 1,871   |  
|Other, net                                   |  |                                 | 18      |                                |   | 1      |  |      | 130     |  |   | (88     | )
|                                             |  |                                 |         |                                |   |        |  |      |         |  |   |         |  
|                                             |  |                                 | 4,754   |                                |   | 4,721  |  |      | 13,778  |  |   | 13,853  |  
|                                             |  |                                 |         |                                |   |        |  |      |         |  |   |         |  
|Net income                                   |  | $                               | 10,718  |                                | $ | 7,645  |  | $    | 30,074  |  | $ | 22,059  |  
|                                             |  |                                 |         |                                |   |        |  |      |         |  |   |         |  



See notes to
consolidated financial statements.



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##### Table of Contents

Consolidated Statements of Members Equity and Comprehensive Income

(dollar amounts in thousands)

(unaudited)



|                                                      |  |                         |         |   |                                            |   |     |                                 |  |   |        |  
|----------------------------------------------------- |  | ----------------------- | ------- | - | ------------------------------------------ | - | --- | ------------------------------- |  | - | ------ | -
|                                                      |  | Norcraft Holdings, L.P. |        
|                                                      |  | MembersEquity          |         |   | Accumulatedothercomprehensiveincome (loss) |   |     | Totalcomprehensiveincome (loss) | 
|Balance, December 31, 2004                            |  | $                       | 52,676  |   |                                            | $ | (23 | )                               |  |   |        |  
|Issuance of Holdings members interest                |  |                         | 529     |   |                                            |   |    |                                 |  |   |        |  
|Accretion on members interest subject to put request |  |                         | (12,478 | ) |                                            |   |    |                                 |  |   |        |  
|Distribution to Holdings members                      |  |                         | (7,572  | ) |                                            |   |    |                                 |  |   |        |  
|Repurchase of Holdings members interest              |  |                         | (1,888  | ) |                                            |   |    |                                 |  |   |        |  
|Holdings Member tax distributions declared            |  |                         | (20     | ) |                                            |   |    |                                 |  |   |        |  
|Cumulative translation adjustment                     |  |                         | (68     | ) |                                            |   | (68 | )                               |  | $ | (68    | )
|Net income                                            |  |                         | 23,658  |   |                                            |   |    |                                 |  |   | 23,658 |  
|                                                      |  |                         |         |   |                                            |   |     |                                 |  |   |        |  
|Total comprehensive income                            |  |                         |         |   |                                            |   |     |                                 |  | $ | 23,590 |  
|                                                      |  |                         |         |   |                                            |   |     |                                 |  |   |        |  
|Balance, September 30, 2005                           |  | $                       | 54,837  |   |                                            | $ | (91 | )                               |  |   |        |  
|                                                      |  |                         |         |   |                                            |   |     |                                 |  |   |        |  



See notes to
consolidated financial statements.



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##### Table of Contents

Consolidated Statements of Members Equity and Comprehensive Income

(dollar amounts in thousands)

(unaudited)



|                                           |  |                          |         |   |                                            |   |     |                                 |  |   |        |  
|------------------------------------------ |  | ------------------------ | ------- | - | ------------------------------------------ | - | --- | ------------------------------- |  | - | ------ | -
|                                           |  | Norcraft Companies, L.P. |        
|                                           |  | MembersEquity           |         |   | Accumulatedothercomprehensiveincome (loss) |   |     | Totalcomprehensiveincome (loss) | 
|Balance, December 31, 2004                 |  | $                        | 158,898 |   |                                            | $ | (23 | )                               |  |   |        |  
|Issuance of Holdings members interest     |  |                          | 529     |   |                                            |   |    |                                 |  |   |        |  
|Repurchase of Holdings members interest   |  |                          | (1,888  | ) |                                            |   |    |                                 |  |   |        |  
|Distribution to Holdings member            |  |                          | (7,572  | ) |                                            |   |    |                                 |  |   |        |  
|Holdings Member tax distributions declared |  |                          | (20     | ) |                                            |   |    |                                 |  |   |        |  
|Cumulative translation adjustment          |  |                          | (68     | ) |                                            |   | (68 | )                               |  | $ | (68    | )
|Net income                                 |  |                          | 30,074  |   |                                            |   |    |                                 |  |   | 30,074 |  
|                                           |  |                          |         |   |                                            |   |     |                                 |  |   |        |  
|Total comprehensive income                 |  |                          |         |   |                                            |   |     |                                 |  | $ | 30,006 |  
|                                           |  |                          |         |   |                                            |   |     |                                 |  |   |        |  
|Balance, September 30, 2005                |  | $                        | 179,953 |   |                                            | $ | (91 | )                               |  |   |        |  
|                                           |  |                          |         |   |                                            |   |     |                                 |  |   |        |  



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##### Table of Contents

Consolidated Statements of Cash Flows

(dollar amounts in thousands)

(unaudited)



|                                                                                  |  |                                 |         |   |                                 |   |         |      |  |   |         |   |  |   |         |  
|--------------------------------------------------------------------------------- |  | ------------------------------- | ------- | - | ------------------------------- | - | ------- | ---- |  | - | ------- | - |  | - | ------- | -
|                                                                                  |  | Norcraft Holdings, L.P.         |         |   | Norcraft Companies, L.P.        |  
|                                                                                  |  | Nine Months Ended September 30, |         |   | Nine Months Ended September 30, |  
|                                                                                  |  | 2005                            |         |   | 2004                            |   |         | 2005 |  |   | 2004    |  
|Cash flows from operating activities:                                             |  |                                 |         |   |                                 |   |         |      |  |   |         |   |  |   |         |  
|Net income                                                                        |  | $                               | 23,658  |   |                                 | $ | 21,079  |      |  | $ | 30,074  |   |  | $ | 22,059  |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                                 |         |   |                                 |   |         |      |  |   |         |   |  |   |         |  
|Depreciation and amortization of property, plant and equipment:                   |  |                                 | 3,696   |   |                                 |   | 3,129   |      |  |   | 3,696   |   |  |   | 3,129   |  
|Amortization:                                                                     |  |                                 |         |   |                                 |   |         |      |  |   |         |   |  |   |         |  
|Customer relationships                                                            |  |                                 | 3,350   |   |                                 |   | 3,350   |      |  |   | 3,350   |   |  |   | 3,350   |  
|Deferred financing costs                                                          |  |                                 | 2,515   |   |                                 |   | 1,898   |      |  |   | 2,253   |   |  |   | 1,871   |  
|Display cabinets                                                                  |  |                                 | 2,998   |   |                                 |   | 2,239   |      |  |   | 2,998   |   |  |   | 2,239   |  
|Provision for uncollectible accounts receivable                                   |  |                                 | 374     |   |                                 |   | 591     |      |  |   | 374     |   |  |   | 591     |  
|Provision for obsolete and excess inventory                                       |  |                                 | 60      |   |                                 |   | (30     | )    |  |   | 60      |   |  |   | (30     | )
|Provision for warranty claims                                                     |  |                                 | 3,332   |   |                                 |   | 2,180   |      |  |   | 3,332   |   |  |   | 2,180   |  
|Accreted interest borrowings on senior notes                                      |  |                                 | 6,154   |   |                                 |   | 953     |      |  |   |        |   |  |   |        |  
|Stock compensation expense                                                        |  |                                 | 186     |   |                                 |   | 307     |      |  |   | 186     |   |  |   | 307     |  
|Loss (gain) on sale of equipment                                                  |  |                                 | 51      |   |                                 |   | (2      | )    |  |   | 51      |   |  |   | (2      | )
|Change in operating assets and liabilities:                                       |  |                                 |         |   |                                 |   |         |      |  |   |         |   |  |   |         |  
|Accounts receivable                                                               |  |                                 | (7,965  | ) |                                 |   | (13,416 | )    |  |   | (7,965  | ) |  |   | (13,416 | )
|Inventories                                                                       |  |                                 | (3,822  | ) |                                 |   | (6,843  | )    |  |   | (3,822  | ) |  |   | (6,843  | )
|Prepaid expenses                                                                  |  |                                 | 568     |   |                                 |   | 936     |      |  |   | 568     |   |  |   | 936     |  
|Other assets                                                                      |  |                                 | (6      | ) |                                 |   | 29      |      |  |   | (6      | ) |  |   | 29      |  
|Accounts payable and accrued liabilities                                          |  |                                 | 7,670   |   |                                 |   | 5,041   |      |  |   | 7,670   |   |  |   | 5,041   |  
|                                                                                  |  |                                 |         |   |                                 |   |         |      |  |   |         |   |  |   |         |  
|Net cash provided by operating activities                                         |  |                                 | 42,819  |   |                                 |   | 21,441  |      |  |   | 42,819  |   |  |   | 21,441  |  
|                                                                                  |  |                                 |         |  
|Cash flows from investing activities:                                             |  |                                 |         |   |                                 |   |         |      |  |   |         |   |  |   |         |  
|Proceeds from sale of property and equipment                                      |  |                                 | 52      |   |                                 |   | 13      |      |  |   | 52      |   |  |   | 13      |  
|Purchase of property, plant and equipment                                         |  |                                 | (4,849  | ) |                                 |   | (5,644  | )    |  |   | (4,849  | ) |  |   | (5,644  | )
|Purchase of display cabinets                                                      |  |                                 | (4,649  | ) |                                 |   | (4,150  | )    |  |   | (4,649  | ) |  |   | (4,150  | )
|                                                                                  |  |                                 |         |   |                                 |   |         |      |  |   |         |   |  |   |         |  
|Net cash used in investing activities                                             |  |                                 | (9,446  | ) |                                 |   | (9,781  | )    |  |   | (9,446  | ) |  |   | (9,781  | )
|                                                                                  |  |                                 |         |  
|Cash flows from financing activities:                                             |  |                                 |         |   |                                 |   |         |      |  |   |         |   |  |   |         |  
|Borrowings on senior subordinated notes payable                                   |  |                                 |        |   |                                 |   | 80,334  |      |  |   |        |   |  |   |        |  
|Distribution to members                                                           |  |                                 |        |   |                                 |   | (77,182 | )    |  |   |        |   |  |   |        |  
|Payment of financing costs                                                        |  |                                 |        |   |                                 |   | (3,367  | )    |  |   |        |   |  |   | (215    | )
|Payments on term loan                                                             |  |                                 | (23,500 | ) |                                 |   | (14,500 | )    |  |   | (23,500 | ) |  |   | (14,500 | )
|Book overdrafts payable                                                           |  |                                 |        |   |                                 |   | 1,666   |      |  |   |        |   |  |   | 1,666   |  
|Payments on bank revolving loan                                                   |  |                                 |        |   |                                 |   | (3,500  | )    |  |   |        |   |  |   | (3,500  | )
|Borrowings on bank revolving loan                                                 |  |                                 |        |   |                                 |   | 3,500   |      |  |   |        |   |  |   | 3,500   |  
|Proceeds from issuance of member interests                                        |  |                                 | 343     |   |                                 |   | 553     |      |  |   | 343     |   |  |   | 553     |  
|Repurchase of members interests                                                  |  |                                 | (1,888  | ) |                                 |   | (68     | )    |  |   | (1,888  | ) |  |   | (68     | )
|Tax distributions to members                                                      |  |                                 | (7,572  | ) |                                 |   | (1,436  | )    |  |   | (7,572  | ) |  |   | (1,436  | )
|                                                                                  |  |                                 |         |   |                                 |   |         |      |  |   |         |   |  |   |         |  
|Net cash used in financing activities                                             |  |                                 | (32,617 | ) |                                 |   | (14,000 | )    |  |   | (32,617 | ) |  |   | (14,000 | )
|                                                                                  |  |                                 |         |  
|Effect of exchange rates on cash                                                  |  |                                 | (124    | ) |                                 |   | (6      | )    |  |   | (124    | ) |  |   | (6      | )
|                                                                                  |  |                                 |         |   |                                 |   |         |      |  |   |         |   |  |   |         |  
|Net increase/(decrease) in cash                                                   |  |                                 | 632     |   |                                 |   | (2,346  | )    |  |   | 632     |   |  |   | (2,346  | )
|Cash, beginning of the period                                                     |  |                                 | 823     |   |                                 |   | 2,583   |      |  |   | 823     |   |  |   | 2,583   |  
|                                                                                  |  |                                 |         |   |                                 |   |         |      |  |   |         |   |  |   |         |  
|Cash, end of period                                                               |  | $                               | 1,455   |   |                                 | $ | 237     |      |  | $ | 1,455   |   |  | $ | 237     |  
|                                                                                  |  |                                 |         |   |                                 |   |         |      |  |   |         |   |  |   |         |  
|Supplemental disclosure of cash flow information:                                 |  |                                 |         |   |                                 |   |         |      |  |   |         |   |  |   |         |  
|Cash paid during the period for interest                                          |  | $                               | 8,019   |   |                                 | $ | 9,019   |      |  | $ | 8,019   |   |  | $ | 9,019   |  
|                                                                                  |  |                                 |         |   |                                 |   |         |      |  |   |         |   |  |   |         |  
|Supplemental disclosure of non-cash transactions:                                 |  |                                 |         |   |                                 |   |         |      |  |   |         |   |  |   |         |  
|Tax distributions declared but not paid                                           |  | $                               | 20      |   |                                 | $ | 549     |      |  | $ | 20      |   |  | $ | 549     |  
|Members interest issued for consideration other than cash                        |  | $                               |        |   |                                 | $ | 2,976   |      |  | $ |        |   |  | $ | 2,976   |  
|                                                                                  |  |                                 |         |   |                                 |   |         |      |  |   |         |   |  |   |         |  



See notes to
consolidated financial statements.



8



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##### Table of Contents

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

Notes to Consolidated Financial Statements

(in thousands)

(unaudited)



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



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



The consolidated financial statements of Holdings include the accounts of its 100% owned subsidiary, Norcraft Intermediate Holdings, L.P., whose sole
asset is Norcraft. In August 2004, Holdings and Norcraft Capital Corp., Holdings wholly owned subsidiary, issued $118.0 million of 9 3/4% senior discount notes generating gross proceeds of $80.3 million. Holdings and Norcraft Capital
Corp. are the sole obligors of these notes. The net proceeds of this offering were used to make a distribution to Holdings limited partners. Other than this debt obligation, related deferred issuance costs, and related interest and
amortization expense, all other assets, liabilities, income, expenses and cash flows of Holdings presented for all periods represent those of its wholly owned subsidiary Norcraft.



Norcraft GP, L.L.C. (Norcraft GP), a Delaware limited liability company, is the general partner of Holdings and
Norcraft. Norcraft GP does not hold any equity interest in Holdings or Norcraft, but as a general partner of each entity, it controls both entities. The members of Norcraft GP are SKM Norcraft Corp., Trimaran Cabinet Corp. and Buller Norcraft
Holdings, L.L.C. Norcraft GP has not been capitalized and has no assets or liabilities as of September 30, 2005, December 31, 2004 or December 31, 2003. Furthermore, Norcraft GP has no commitment to fund cash flow deficits or
furnish direct or indirect financial assistance to the Company.



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



The accompanying financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, the interim consolidated financial statements and accompanying notes included herein should be read in conjunction with the more detailed information contained in the Companys annual report on form 10-K/A for 2004,
as filed with the commission. The interim consolidated financial statements as of September 30, 2005 and for the three and nine months ended September 30, 2005 include all normal recurring adjustments which management considers necessary
for fair statement of results for the interim periods.



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



The Company accounts for stock-based compensation using the fair value method prescribed in Statement of Accounting Standards No. 123,
Accounting for Stock-Based Compensation. Compensation for stock awards, if any, is measured at the fair value of the reward less any consideration received in exchange for the award. Compensation expense related to stock options was
$0.06 and $0.19 million for the three and nine months ended September 30, 2005, respectively, and $0.10 million and $0.30 million for the three and nine months ended September 30, 2004 respectively.



The Company granted 147,434 additional options during the nine months ended
September 30, 2005.



9



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##### Table of Contents

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



Trade accounts receivable consists of the following:



|                                           |  |                    |        |   |                   |   |        |  
|------------------------------------------ |  | ------------------ | ------ | - | ----------------- | - | ------ | -
|                                           |  | September 30, 2005 |        |   | December 31, 2004 |  
|Trade accounts receivable, gross           |  | $                  | 41,884 |   |                   | $ | 34,306 |  
|Less: Allowance for uncollectible accounts |  |                    | (1,233 | ) |                   |   | (1,250 | )
|                                           |  |                    |        |   |                   |   |        |  
|                                           |  | $                  | 40,651 |   |                   | $ | 33,056 |  
|                                           |  |                    |        |   |                   |   |        |  



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



Inventories consist of the following:



|                           |  |                    |        |                   |   |       
|-------------------------- |  | ------------------ | ------ | ----------------- | - | ------
|                           |  | September 30, 2005 |        | December 31, 2004
|Raw materials and supplies |  | $                  | 13,224 |                   | $ | 10,692
|Work in process            |  |                    | 6,745  |                   |   | 6,060 
|Finished goods             |  |                    | 5,752  |                   |   | 5,134 
|                           |  |                    |        |                   |   |       
|                           |  | $                  | 25,721 |                   | $ | 21,886
|                           |  |                    |        |                   |   |       



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



Amortizable intangible assets consist of the following:



|                                  |  |                          |        |                         |                   |         |                      |  |                         |        |  |   |        |  
|--------------------------------- |  | ------------------------ | ------ | ----------------------- | ----------------- | ------- | -------------------- |  | ----------------------- | ------ |  | - | ------ | -
|                                  |  | Norcraft Holdings, L.P.  |       
|                                  |  | September 30, 2005       |        |                         | December 31, 2004 |        
|                                  |  | Gross CarryingAmount     |        | AccumulatedAmortization |                   |         | Gross CarryingAmount |  | AccumulatedAmortization |       
|Customer relationships            |  | $                        | 67,000 |                         | $                 | (8,685  | )                    |  | $                       | 67,000 |  | $ | (5,336 | )
|Deferred financing costs          |  |                          | 15,628 |                         |                   | (5,620  | )                    |  |                         | 15,628 |  |   | (3,105 | )
|                                  |  |                          |        |                         |                   |         |                      |  |                         |        |  |   |        |  
|Total                             |  | $                        | 82,628 |                         | $                 | (14,305 | )                    |  | $                       | 82,628 |  | $ | (8,441 | )
|                                  |  |                          |        |                         |                   |         |                      |  |                         |        |  |   |        |  
|Net amortizable intangible assets |  | $                        | 68,323 |                         |                   |         |                      |  | $                       | 74,187 |  |   |        |  
|                                  |  |                          |        |                         |                   |         |                      |  |                         |        |  |   |        |  
|                                  | 
|                                  |  | Norcraft Companies, L.P. |       
|                                  |  | September 30, 2005       |        |                         | December 31, 2004 |        
|                                  |  | Gross CarryingAmount     |        | AccumulatedAmortization |                   |         | Gross CarryingAmount |  | AccumulatedAmortization |       
|Customer relationships            |  | $                        | 67,000 |                         | $                 | (8,685  | )                    |  | $                       | 67,000 |  | $ | (5,336 | )
|Deferred financing costs          |  |                          | 12,095 |                         |                   | (5,232  | )                    |  |                         | 12,095 |  |   | (2,979 | )
|                                  |  |                          |        |                         |                   |         |                      |  |                         |        |  |   |        |  
|Total                             |  | $                        | 79,095 |                         | $                 | (13,917 | )                    |  | $                       | 79,095 |  | $ | (8,315 | )
|                                  |  |                          |        |                         |                   |         |                      |  |                         |        |  |   |        |  
|Net amortizable intangible assets |  | $                        | 65,179 |                         |                   |         |                      |  | $                       | 70,780 |  |   |        |  
|                                  |  |                          |        |                         |                   |         |                      |  |                         |        |  |   |        |  



Intangible assets not
subject to amortization consist of the following:



|            |  |                    |         |                   |   |        
|----------- |  | ------------------ | ------- | ----------------- | - | -------
|            |  | September 30, 2005 |         | December 31, 2004
|Goodwill    |  | $                  | 148,459 |                   | $ | 148,459
|Brand names |  |                    | 49,000  |                   |   | 49,000 
|            |  |                    |         |                   |   |        
|Total       |  | $                  | 197,459 |                   | $ | 197,459
|            |  |                    |         |                   |   |        



There were no
impairment losses or other gains and losses on disposal of intangible assets for the nine months ended September 30, 2005 and 2004.



10



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



Accrued expenses consist of the following:



|                                                     |  |                   |        |   |                   |   |        |  
|---------------------------------------------------- |  | ----------------- | ------ | - | ----------------- | - | ------ | -
|                                                     |  | September 30,2005 |        |   | December 31,2004  |  
|Salaries, wages and employee benefits                |  | $                 | 9,899  |   |                   | $ | 9,957  |  
|Commissions, rebates and marketing programs          |  |                   | 4,879  |   |                   |   | 4,111  |  
|Interest                                             |  |                   | 5,719  |   |                   |   | 2,343  |  
|Other                                                |  |                   | 5,407  |   |                   |   | 3,477  |  
|                                                     |  |                   |        |   |                   |   |        |  
|                                                     |  | $                 | 25,904 |   |                   | $ | 19,888 |  
|                                                     |  |                   |        |   |                   |   |        |  
|                                                     |  |                  
|Warranty reserve activity consists of the following: |  |                   |        |   |                   |   |        |  
|                                                     |  | September 30,2005 |        |   | September 30,2004 |  
|Beginning balance                                    |  | $                 | 520    |   |                   | $ | 372    |  
|Additions                                            |  |                   | 3,332  |   |                   |   | 2,180  |  
|Deductions                                           |  |                   | (3,121 | ) |                   |   | (2,085 | )
|                                                     |  |                   |        |   |                   |   |        |  
|Ending balance                                       |  | $                 | 731    |   |                   | $ | 467    |  
|                                                     |  |                   |        |   |                   |   |        |  



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



Long-term debt consists of the following:



|                                                                                                                                                                                                                                       |  |                         |         |                          |   |                   |  |                   |         |  |   |        
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------- | ------- | ------------------------ | - | ----------------- |  | ----------------- | ------- |  | - | -------
|                                                                                                                                                                                                                                       |  | Norcraft Holdings, L.P. |         | Norcraft Companies, L.P.
|                                                                                                                                                                                                                                       |  | September 30,2005       |         | December 31, 2004        |   | September 30,2005 |  | December 31, 2004
|Senior subordinated notes payable (due in 2011 with semi-annual interest payments at 9%)                                                                                                                                               |  | $                       | 150,000 |                          | $ | 150,000           |  | $                 | 150,000 |  | $ | 150,000
|Senior discount notes payable (due in 2012 with interest accreting at 9.75%)                                                                                                                                                           |  |                         | 89,406  |                          |   | 83,252            |  |                   |        |  |   |       
|Term note payable to the agent bank, UBS (interest at the LIBOR plus 3.00% at September 30, 2005 and December 31, 2004, due in
ascending quarterly installments with final payment of the outstanding balance due on October 21, 2009) |  |                         | 7,000   |                          |   | 30,500            |  |                   | 7,000   |  |   | 30,500 
|                                                                                                                                                                                                                                       |  |                         |         |                          |   |                   |  |                   |         |  |   |        
|Total debt                                                                                                                                                                                                                             |  |                         | 246,406 |                          |   | 263,752           |  |                   | 157,000 |  |   | 180,500
|Less - current portion                                                                                                                                                                                                                 |  |                         |        |                          |   |                  |  |                   |        |  |   |       
|                                                                                                                                                                                                                                       |  |                         |         |                          |   |                   |  |                   |         |  |   |        
|Long - term debt                                                                                                                                                                                                                       |  | $                       | 246,406 |                          | $ | 263,752           |  | $                 | 157,000 |  | $ | 180,500
|                                                                                                                                                                                                                                       |  |                         |         |                          |   |                   |  |                   |         |  |   |        



Senior Discount
Notes



On August 17, 2004 Holdings and Norcraft
Capital Corp., a 100% owned finance subsidiary of Holdings issued, on a joint and several basis, $118.0 million aggregate principal amount at maturity ($80.3 million gross proceeds) of 93/4% Senior Discount Notes due 2012 (the Senior Notes). The net proceeds of this offering were used to make a distribution to Holdings
limited partners. Norcraft Capital Corp. was formed on August 12, 2004 and has no operations. Holdings has no independent operating assets, liabilities or activities other than its investment in Norcraft, the Senior Discount Notes and related
interest and deferred financing costs.



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



11



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



If Holdings experiences a change in control, it may be required to offer to purchase the Senior Notes at a purchase price equal to 101% of the accreted
value, plus any accrued and unpaid interest.



The terms of the
indenture governing the Senior Notes limit Holdings ability to, among other things, incur additional indebtedness, dispose of assets, make acquisitions, make other investments, pay dividends and make various other payments.



Senior Subordinated Notes



On October 21, 2003, Holdings acquired all issued and outstanding
membership units of Norcraft Companies LLC. The total purchase price was $335.0 million including related acquisition costs of $15.5 million. The acquisition was funded through $150.0 million in senior subordinated notes, $50.0 million from a senior
credit facility and $135.0 million in equity investor cash, in-kind contributions and rollover of management equity (Acquisition).



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



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



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



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



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



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



The following represents certain condensed consolidating financial information of Norcraft Companies, L.P. as of September 30, 2005 and
December 31, 2004 and for the periods ended September 30, 2005 and 2004 for Norcraft and for Norcraft Canada Corporation, a 100% owned subsidiary of Norcraft, which fully and unconditionally guarantees the Senior Subordinated Notes.



12



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CONDENSED CONSOLIDATING BALANCE SHEETS

As of September 30, 2005



|                                      |  |                          |         |                           |   |                 |  |              |       |  |       |        |   |  |   |        
|------------------------------------- |  | ------------------------ | ------- | ------------------------- | - | --------------- |  | ------------ | ----- |  | ----- | ------ | - |  | - | -------
|                                      |  | (1) NorcraftCompanies LP |         | (1) NorcraftFinance Corp. |   | Norcraft Canada |  | Eliminations |       |  | Total
|Current assets:                       |  |                          |         |                           |   |                 |  |              |       |  |       |        |   |  |   |        
|Cash                                  |  | $                        | 1,429   |                           | $ |                |  | $            | 26    |  | $     |       |   |  | $ | 1,455  
|Trade accounts receivable, net        |  |                          | 40,463  |                           |   |                |  |              | 188   |  |       |       |   |  |   | 40,651 
|Inventories                           |  |                          | 24,329  |                           |   |                |  |              | 1,392 |  |       |       |   |  |   | 25,721 
|Prepaid expenses                      |  |                          | 914     |                           |   |                |  |              | 15    |  |       |       |   |  |   | 929    
|                                      |  |                          |         |                           |   |                 |  |              |       |  |       |        |   |  |   |        
|Total current assets                  |  |                          | 67,135  |                           |   |                |  |              | 1,621 |  |       |       |   |  |   | 68,756 
|                                      |  |                          |         |                           |  
|Property, plant and equipment         |  |                          | 31,822  |                           |   |                |  |              | 4,186 |  |       |       |   |  |   | 36,008 
|Investments in Norcraft Canada        |  |                          | 2,050   |                           |   |                |  |              |      |  |       | (2,050 | ) |  |   |       
|Other assets                          |  |                          | 273,445 |                           |   |                |  |              | 212   |  |       | (3,238 | ) |  |   | 270,419
|                                      |  |                          |         |                           |   |                 |  |              |       |  |       |        |   |  |   |        
|Total assets                          |  | $                        | 374,452 |                           | $ |                |  | $            | 6,019 |  | $     | (5,288 | ) |  | $ | 375,183
|                                      |  |                          |         |                           |   |                 |  |              |       |  |       |        |   |  |   |        
|Current liabilities:                  |  |                          |         |                           |   |                 |  |              |       |  |       |        |   |  |   |        
|Accounts payable                      |  | $                        | 12,015  |                           | $ |                |  | $            | 291   |  | $     |       |   |  | $ | 12,306 
|Accrued expenses                      |  |                          | 25,484  |                           |   |                |  |              | 440   |  |       |       |   |  |   | 25,924 
|                                      |  |                          |         |                           |   |                 |  |              |       |  |       |        |   |  |   |        
|Total current liabilities             |  |                          | 37,499  |                           |   |                |  |              | 731   |  |       |       |   |  |   | 38,230 
|                                      |  |                          |         |                           |  
|Long-term debt                        |  |                          | 157,000 |                           |   |                |  |              | 3,238 |  |       | (3,238 | ) |  |   | 157,000
|Members equity                       |  |                          | 179,953 |                           |   |                |  |              | 2,050 |  |       | (2,050 | ) |  |   | 179,953
|                                      |  |                          |         |                           |   |                 |  |              |       |  |       |        |   |  |   |        
|Total liabilities and members equity |  | $                        | 374,452 |                           | $ |                |  | $            | 6,019 |  | $     | (5,288 | ) |  | $ | 375,183
|                                      |  |                          |         |                           |   |                 |  |              |       |  |       |        |   |  |   |        
|                                     
|As of December 31, 2004              
|                                      |  | (1) NorcraftCompanies LP |         | (1) NorcraftFinance Corp. |   | NorcraftCanada  |  | Eliminations |       |  | Total
|Current assets:                       |  |                          |         |                           |   |                 |  |              |       |  |       |        |   |  |   |        
|Cash                                  |  | $                        | 664     |                           | $ |                |  | $            | 159   |  | $     |       |   |  | $ | 823    
|Trade accounts receivable, net        |  |                          | 32,961  |                           |   |                |  |              | 95    |  |       |       |   |  |   | 33,056 
|Inventories                           |  |                          | 21,055  |                           |   |                |  |              | 831   |  |       |       |   |  |   | 21,886 
|Prepaid expenses                      |  |                          | 1,476   |                           |   |                |  |              | 21    |  |       |       |   |  |   | 1,497  
|                                      |  |                          |         |                           |   |                 |  |              |       |  |       |        |   |  |   |        
|Total current assets                  |  |                          | 56,156  |                           |   |                |  |              | 1,106 |  |       |       |   |  |   | 57,262 
|                                      |  |                          |         |                           |  
|Property, plant and equipment         |  |                          | 30,829  |                           |   |                |  |              | 4,130 |  |       |       |   |  |   | 34,959 
|Investments in Norcraft Canada        |  |                          | 2,016   |                           |   |                |  |              |      |  |       | (2,016 | ) |  |   |       
|Other assets                          |  |                          | 277,259 |                           |   |                |  |              | 213   |  |       | (3,108 | ) |  |   | 274,364
|                                      |  |                          |         |                           |   |                 |  |              |       |  |       |        |   |  |   |        
|Total assets                          |  | $                        | 366,260 |                           | $ |                |  | $            | 5,449 |  | $     | (5,124 | ) |  | $ | 366,585
|                                      |  |                          |         |                           |   |                 |  |              |       |  |       |        |   |  |   |        
|Current liabilities:                  |  |                          |         |                           |   |                 |  |              |       |  |       |        |   |  |   |        
|Accounts payable                      |  | $                        | 7,162   |                           | $ |                |  | $            | 137   |  | $     |       |   |  | $ | 7,299  
|Accrued expenses                      |  |                          | 19,700  |                           |   |                |  |              | 188   |  |       |       |   |  |   | 19,888 
|                                      |  |                          |         |                           |   |                 |  |              |       |  |       |        |   |  |   |        
|Total current liabilities             |  |                          | 26,862  |                           |   |                |  |              | 325   |  |       |       |   |  |   | 27,187 
|                                      |  |                          |         |                           |  
|Long-term debt                        |  |                          | 180,500 |                           |   |                |  |              | 3,108 |  |       | (3,108 | ) |  |   | 180,500
|Members equity                       |  |                          | 158,898 |                           |   |                |  |              | 2,016 |  |       | (2,016 | ) |  |   | 158,898
|                                      |  |                          |         |                           |   |                 |  |              |       |  |       |        |   |  |   |        
|Total liabilities and members equity |  | $                        | 366,260 |                           | $ |                |  | $            | 5,449 |  | $     | (5,124 | ) |  | $ | 366,585
|                                      |  |                          |         |                           |   |                 |  |              |       |  |       |        |   |  |   |        

---

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



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CONDENSED CONSOLIDATING INCOME STATEMENTS

For the Three Months Ended September 30, 2005



|                                              |  |                          |         |   |                            |   |                 |  |   |              |   |  |       |        |   |  |   |        
|--------------------------------------------- |  | ------------------------ | ------- | - | -------------------------- | - | --------------- |  | - | ------------ | - |  | ----- | ------ | - |  | - | -------
|                                              |  | (1) NorcraftCompanies LP |         |   | (1) NorcraftFinance Corp.  |   | Norcraft Canada |  |   | Eliminations |   |  | Total
|Net sales                                     |  | $                        | 105,630 |   |                            | $ |                |  | $ | 3,703        |   |  | $     | (3,703 | ) |  | $ | 105,630
|Cost of sales                                 |  |                          | 74,170  |   |                            |   |                |  |   | 3,693        |   |  |       | (3,703 | ) |  |   | 74,160 
|                                              |  |                          |         |   |                            |   |                 |  |   |              |   |  |       |        |   |  |   |        
|Gross profit                                  |  |                          | 31,460  |   |                            |   |                |  |   | 10           |   |  |       |       |   |  |   | 31,470 
|Equity in earnings of Canadian Subsidiary     |  |                          | (66     | ) |                            |   |                |  |   |             |   |  |       | 66     |   |  |   |        
|Selling, general and administrative expenses  |  |                          | 15,910  |   |                            |   |                |  |   | 88           |   |  |       |       |   |  |   | 15,998 
|                                              |  |                          |         |   |                            |   |                 |  |   |              |   |  |       |        |   |  |   |        
|Income (loss) from operations                 |  |                          | 15,484  |   |                            |   |                |  |   | (78          | ) |  |       | 66     |   |  |   | 15,472 
|Other expense:                                |  |                          |         |   |                            |   |                 |  |   |              |   |  |       |        |   |  |   |        
|Interest expense                              |  |                          | 3,670   |   |                            |   |                |  |   |             |   |  |       |       |   |  |   | 3,670  
|Amortization of deferred financing costs      |  |                          | 1,066   |   |                            |   |                |  |   |             |   |  |       |       |   |  |   | 1,066  
|Other, net                                    |  |                          | 30      |   |                            |   |                |  |   | (12          | ) |  |       |       |   |  |   | 18     
|                                              |  |                          |         |   |                            |   |                 |  |   |              |   |  |       |        |   |  |   |        
|                                              |  |                          | 4,766   |   |                            |   |                |  |   | (12          | ) |  |       |       |   |  |   | 4,754  
|                                              |  |                          |         |   |                            |   |                 |  |   |              |   |  |       |        |   |  |   |        
|Net income                                    |  | $                        | 10,718  |   |                            | $ |                |  | $ | (66          | ) |  | $     | 66     |   |  | $ | 10,718 
|                                              |  |                          |         |   |                            |   |                 |  |   |              |   |  |       |        |   |  |   |        
|For the Three Months Ended
September 30, 2004
|                                              |  | (1) NorcraftCompanies LP |         |   | (1) Norcraft Finance Corp. |   | Norcraft Canada |  |   | Eliminations |   |  | Total
|Net sales                                     |  | $                        | 89,186  |   |                            | $ |                |  | $ | 2,292        |   |  | $     | (2,292 | ) |  | $ | 89,186 
|Cost of sales                                 |  |                          | 62,098  |   |                            |   |                |  |   | 2,263        |   |  |       | (2,292 | ) |  |   | 62,069 
|                                              |  |                          |         |   |                            |   |                 |  |   |              |   |  |       |        |   |  |   |        
|Gross profit                                  |  |                          | 27,088  |   |                            |   |                |  |   | 29           |   |  |       |       |   |  |   | 27,117 
|Equity in loss of Canadian Subsidiary         |  |                          | (38     | ) |                            |   |                |  |   |             |   |  |       | 38     |   |  |   |       
|Selling, general and administrative expenses  |  |                          | 14,686  |   |                            |   |                |  |   | 65           |   |  |       |       |   |  |   | 14,751 
|                                              |  |                          |         |   |                            |   |                 |  |   |              |   |  |       |        |   |  |   |        
|Income (loss) from operations                 |  |                          | 12,364  |   |                            |   |                |  |   | (36          | ) |  |       | 38     |   |  |   | 12,366 
|Other expense (income):                       |  |                          |         |   |                            |   |                 |  |   |              |   |  |       |        |   |  |   |        
|Interest expense                              |  |                          | 4,093   |   |                            |   |                |  |   |             |   |  |       |       |   |  |   | 4,093  
|Amortization of deferred financing costs      |  |                          | 627     |   |                            |   |                |  |   |             |   |  |       |       |   |  |   | 627    
|Other, net                                    |  |                          | (1      | ) |                            |   |                |  |   | 2            |   |  |       |       |   |  |   | 1      
|                                              |  |                          |         |   |                            |   |                 |  |   |              |   |  |       |        |   |  |   |        
|                                              |  |                          | 4,719   |   |                            |   |                |  |   | 2            |   |  |       |       |   |  |   | 4,721  
|                                              |  |                          |         |   |                            |   |                 |  |   |              |   |  |       |        |   |  |   |        
|Net income                                    |  | $                        | 7,645   |   |                            | $ |                |  | $ | (38          | ) |  | $     | 38     |   |  | $ | 7,645  
|                                              |  |                          |         |   |                            |   |                 |  |   |              |   |  |       |        |   |  |   |        

---

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



14



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CONDENSED CONSOLIDATING INCOME STATEMENTS

For the Nine months ended September 30, 2005



|                                             |  |                          |         |   |                           |   |                |  |   |              |   |  |       |        |   |  |   |         |  
|-------------------------------------------- |  | ------------------------ | ------- | - | ------------------------- | - | -------------- |  | - | ------------ | - |  | ----- | ------ | - |  | - | ------- | -
|                                             |  | (1) NorcraftCompanies LP |         |   | (1) NorcraftFinance Corp. |   | NorcraftCanada |  |   | Eliminations |   |  | Total |       
|Net sales                                    |  | $                        | 301,671 |   |                           | $ |               |  | $ | 9,497        |   |  | $     | (9,497 | ) |  | $ | 301,671 |  
|Cost of sales                                |  |                          | 210,447 |   |                           |   |               |  |   | 9,152        |   |  |       | (9,497 | ) |  |   | 210,102 |  
|                                             |  |                          |         |   |                           |   |                |  |   |              |   |  |       |        |   |  |   |         |  
|Gross profit                                 |  |                          | 91,224  |   |                           |   |               |  |   | 345          |   |  |       |       |   |  |   | 91,569  |  
|Equity in earnings of Canadian Subsidiary    |  |                          | 101     |   |                           |   |               |  |   |              |   |  |       | (101   | ) |  |   |         |  
|Selling, general and administrative expenses |  |                          | 47,461  |   |                           |   |               |  |   | 256          |   |  |       |        |   |  |   | 47,717  |  
|                                             |  |                          |         |   |                           |   |                |  |   |              |   |  |       |        |   |  |   |         |  
|Income (loss) from operations                |  |                          | 43,864  |   |                           |   |               |  |   | 89           |   |  |       | (101   | ) |  |   | 43,852  |  
|Other expense:                               |  |                          |         |   |                           |   |                |  |   |              |   |  |       |        |   |  |   |         |  
|Interest expense                             |  |                          | 11,395  |   |                           |   |               |  |   |             |   |  |       |       |   |  |   | 11,395  |  
|Amortization of deferred financing costs     |  |                          | 2,253   |   |                           |   |               |  |   |             |   |  |       |       |   |  |   | 2,253   |  
|Other, net                                   |  |                          | 142     |   |                           |   |               |  |   | (12          | ) |  |       |       |   |  |   | 130     |  
|                                             |  |                          |         |   |                           |   |                |  |   |              |   |  |       |        |   |  |   |         |  
|                                             |  |                          | 13,790  |   |                           |   |               |  |   | (12          | ) |  |       |       |   |  |   | 13,778  |  
|                                             |  |                          |         |   |                           |   |                |  |   |              |   |  |       |        |   |  |   |         |  
|Net income                                   |  | $                        | 30,074  |   |                           | $ |               |  | $ | 101          |   |  | $     | (101   | ) |  | $ | 30,074  |  
|                                             |  |                          |         |   |                           |   |                |  |   |              |   |  |       |        |   |  |   |         |  
|For the Nine months ended
September 30, 2004 | 
|                                             |  | (1) NorcraftCompanies LP |         |   | (1) NorcraftFinance Corp. |   | NorcraftCanada |  |   | Eliminations |   |  | Total |       
|Net sales                                    |  | $                        | 245,869 |   |                           | $ |               |  | $ | 4,073        |   |  | $     | (4,073 | ) |  | $ | 245,869 |  
|Cost of sales                                |  |                          | 166,241 |   |                           |   |               |  |   | 4,527        |   |  |       | (4,073 | ) |  |   | 166,695 |  
|                                             |  |                          |         |   |                           |   |                |  |   |              |   |  |       |        |   |  |   |         |  
|Gross profit                                 |  |                          | 79,628  |   |                           |   |               |  |   | (454         | ) |  |       |       |   |  |   | 79,174  |  
|Equity in loss of Canadian Subsidiary        |  |                          | (642    | ) |                           |   |               |  |   |             |   |  |       | 642    |   |  |   |        |  
|Selling, general and administrative expenses |  |                          | 43,076  |   |                           |   |               |  |   | 186          |   |  |       |       |   |  |   | 43,262  |  
|                                             |  |                          |         |   |                           |   |                |  |   |              |   |  |       |        |   |  |   |         |  
|Income (loss) from operations                |  |                          | 35,910  |   |                           |   |               |  |   | (640         | ) |  |       | 642    |   |  |   | 35,912  |  
|Other expense (income):                      |  |                          |         |   |                           |   |                |  |   |              |   |  |       |        |   |  |   |         |  
|Interest expense                             |  |                          | 12,072  |   |                           |   |               |  |   | (2           | ) |  |       |       |   |  |   | 12,070  |  
|Amortization of deferred financing costs     |  |                          | 1,871   |   |                           |   |               |  |   |             |   |  |       |       |   |  |   | 1,871   |  
|Other, net                                   |  |                          | (92     | ) |                           |   |               |  |   | 4            |   |  |       |       |   |  |   | (88     | )
|                                             |  |                          |         |   |                           |   |                |  |   |              |   |  |       |        |   |  |   |         |  
|                                             |  |                          | 13,851  |   |                           |   |               |  |   | 2            |   |  |       |       |   |  |   | 13,853  |  
|                                             |  |                          |         |   |                           |   |                |  |   |              |   |  |       |        |   |  |   |         |  
|Net income                                   |  | $                        | 22,059  |   |                           | $ |               |  | $ | (642         | ) |  | $     | 642    |   |  | $ | 22,059  |  
|                                             |  |                          |         |   |                           |   |                |  |   |              |   |  |       |        |   |  |   |         |  

---

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



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CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the Nine months ended September 30, 2005



|                                             |  |                          |         |   |                           |   |                |  |   |              |   |  |       |        |   |  |   |         |  
|-------------------------------------------- |  | ------------------------ | ------- | - | ------------------------- | - | -------------- |  | - | ------------ | - |  | ----- | ------ | - |  | - | ------- | -
|                                             |  | (1) NorcraftCompanies LP |         |   | (1) NorcraftFinance Corp. |   | NorcraftCanada |  |   | Eliminations |   |  | Total |       
|Cash flows from operating activities         |  | $                        | 42,579  |   |                           | $ |               |  | $ | 240          |   |  | $     |       |   |  | $ | 42,819  |  
|Cash flows from investing activities:        |  |                          |         |   |                           |   |                |  |   |              |   |  |       |        |   |  |   |         |  
|Proceeds from sale of property and equipment |  |                          | 52      |   |                           |   |               |  |   |             |   |  |       |       |   |  |   | 52      |  
|Purchase of property, plant and equipment    |  |                          | (4,470  | ) |                           |   |               |  |   | (379         | ) |  |       |       |   |  |   | (4,849  | )
|Purchase of display cabinets                 |  |                          | (4,649  | ) |                           |   |               |  |   |             |   |  |       |       |   |  |   | (4,649  | )
|Net borrowing to Norcraft Canada             |  |                          | (130    | ) |                           |   |               |  |   |             |   |  |       | 130    |   |  |   |        |  
|                                             |  |                          |         |   |                           |   |                |  |   |              |   |  |       |        |   |  |   |         |  
|Total cash flows from investing activities   |  |                          | (9,197  | ) |                           |   |               |  |   | (379         | ) |  |       | 130    |   |  |   | (9,446  | )
|                                             |  |                          |         |   |                          
|Cash flows from financing activities:        |  |                          |         |   |                           |   |                |  |   |              |   |  |       |        |   |  |   |         |  
|Payments on term loan                        |  |                          | (23,500 | ) |                           |   |               |  |   |             |   |  |       |       |   |  |   | (23,500 | )
|Book overdrafts payable                      |  |                          |        |   |                           |   |               |  |   |             |   |  |       |       |   |  |   |        |  
|Proceeds from issuance of member interests   |  |                          | 343     |   |                           |   |               |  |   |             |   |  |       |       |   |  |   | 343     |  
|Repurchase of members interests             |  |                          | (1,888  | ) |                           |   |               |  |   |             |   |  |       |       |   |  |   | (1,888  | )
|Tax distributions to members                 |  |                          | (7,572  | ) |                           |   |               |  |   |             |   |  |       |       |   |  |   | (7,572  | )
|Net borrowings from Norcraft                 |  |                          |        |   |                           |   |               |  |   | 130          |   |  |       | (130   | ) |  |   |        |  
|                                             |  |                          |         |   |                           |   |                |  |   |              |   |  |       |        |   |  |   |         |  
|Total cash flows from financing activities   |  |                          | (32,617 | ) |                           |   |               |  |   | 130          |   |  |       | (130   | ) |  |   | (32,617 | )
|                                             |  |                          |         |   |                          
|Effect of exchange rates on cash             |  |                          |        |   |                           |   |               |  |   | (124         | ) |  |       |       |   |  |   | (124    | )
|                                             |  |                          |         |   |                           |   |                |  |   |              |   |  |       |        |   |  |   |         |  
|Net increase/(decrease) in cash              |  |                          | 765     |   |                           |   |               |  |   | (133         | ) |  |       |       |   |  |   | 632     |  
|Cash, beginning of period                    |  |                          | 664     |   |                           |   |               |  |   | 159          |   |  |       |       |   |  |   | 823     |  
|                                             |  |                          |         |   |                           |   |                |  |   |              |   |  |       |        |   |  |   |         |  
|Cash, end of period                          |  | $                        | 1,429   |   |                           | $ |               |  | $ | 26           |   |  | $     |       |   |  | $ | 1,455   |  
|                                             |  |                          |         |   |                           |   |                |  |   |              |   |  |       |        |   |  |   |         |  
|For the Nine months ended
September 30, 2004 | 
|                                             |  | (1) NorcraftCompanies LP |         |   | (1) NorcraftFinance Corp. |   | NorcraftCanada |  |   | Eliminations |   |  | Total |       
|Cash flows from operating activities         |  | $                        | 22,329  |   |                           | $ |               |  | $ | (888         | ) |  | $     |       |   |  | $ | 21,441  |  
|Cash flows from investing activities:        |  |                          |         |   |                           |   |                |  |   |              |   |  |       |        |   |  |   |         |  
|Proceeds from sale of property and equipment |  |                          | 13      |   |                           |   |               |  |   |             |   |  |       |       |   |  |   | 13      |  
|Purchase of property, plant and equipment    |  |                          | (4,850  | ) |                           |   |               |  |   | (794         | ) |  |       |       |   |  |   | (5,644  | )
|Purchase of display cabinets                 |  |                          | (4,150  | ) |                           |   |               |  |   |             |   |  |       |       |   |  |   | (4,150  | )
|Net borrowing to Norcraft Canada             |  |                          | (1,766  | ) |                           |   |               |  |   |             |   |  |       | 1,766  |   |  |   |        |  
|                                             |  |                          |         |   |                           |   |                |  |   |              |   |  |       |        |   |  |   |         |  
|Total cash flows from investing activities   |  |                          | (10,753 | ) |                           |   |               |  |   | (794         | ) |  |       | 1,766  |   |  |   | (9,781  | )
|                                             |  |                          |         |   |                          
|Cash flows from financing activities         |  |                          | (14,000 | ) |                           |   |               |  |   | 1,766        |   |  |       | (1,766 | ) |  |   | (14,000 | )
|Effect of exchange rates on cash             |  |                          |        |   |                           |   |               |  |   | (6           | ) |  |       |       |   |  |   | (6      | )
|                                             |  |                          |         |   |                           |   |                |  |   |              |   |  |       |        |   |  |   |         |  
|Net increase/(decrease) in cash              |  |                          | (2,424  | ) |                           |   |               |  |   | 78           |   |  |       |       |   |  |   | (2,346  | )
|Cash, beginning of period                    |  |                          | 2,533   |   |                           |   |               |  |   | 50           |   |  |       |       |   |  |   | 2,583   |  
|                                             |  |                          |         |   |                           |   |                |  |   |              |   |  |       |        |   |  |   |         |  
|Cash, end of period                          |  | $                        | 109     |   |                           | $ |               |  | $ | 128          |   |  | $     |       |   |  | $ | 237     |  
|                                             |  |                          |         |   |                           |   |                |  |   |              |   |  |       |        |   |  |   |         |  

---

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



Senior Credit Facility



On October 21, 2003, concurrent with the acquisition of Norcraft Companies LLC by Holdings, Norcraft entered into a $70.0 million senior credit facility with a third party for up to $25.0 million in available revolver funds, of which
none was outstanding at September 30, 2005 or December 31, 2004, and a $45.0 million term loan maturing on October 21, 2009. The senior credit facility allows for up to $10.0 million in authorized letters of credit. The interest rates
on these facilities are based on LIBOR or prime, plus a premium. The premium is based on the leverage ratio of the Company. At September 30, 2005, the revolver had an interest rate of LIBOR plus 2.00% and the term loan had a rate of LIBOR plus
3.00%. Borrowings under the senior credit facility are collateralized by substantially all of the Companys assets. Approximately $3.5 million of letters of credit were outstanding at September 30, 2005 and December 31, 2004. The
total available credit under the revolver at September 30, 2005 and December 31, 2004 was $21.6 million.



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



Norcrafts senior credit facility and the indenture governing the Senior Subordinated Notes each contain restrictions on Norcrafts ability to pay dividends and make certain other payments to Holdings. Pursuant to each
arrangement, Norcraft may be subject to certain limitations, including with respect to its ability to pay dividends or make such payments in connection with (i) repurchases of certain interests of Holdings, (ii) the payment by Holdings of
taxes, costs and other expenses required to maintain its legal existence and legal, accounting and other overhead costs in the ordinary course of business and (iii) permitted income tax distributions by Holdings to its limited partners.



During 2005, Norcraft has made advance debt payments on the
term loan facility totaling $23.5 million.



|9. | Members Equity Subject to Put Request
|-- | --------------------------------------



The limited partnership agreement of Holdings provides that certain employee equity holders may request that Holdings repurchase limited partnership units
upon their death or disability at the then fair market value. Following such a request, Holdings must use its commercially reasonable efforts to repurchase such units, subject to limitations on the repurchase of equity contained in the senior credit
facility and the indentures governing the Senior Discount Notes and Senior Subordinated Notes, respectively. The fair market value of these units is recorded outside of permanent equity. Any changes in the fair market value of these units are
reported as changes in members equity subject to put request in the statement of members equity and comprehensive income.



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Item 2.



Managements
Discussion and Analysis of Financial Condition

and Results of Operations



Uncertainty of Forward Looking Statements and Information



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



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



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



Company Overview



The following discussion of our financial condition and results of
operations should be read together with the consolidated financial statements and the accompanying notes included elsewhere in this quarterly report. Additionally, the following discussion should be read together with the Selected Financial Data and
our consolidated financial statements and the accompanying notes included in our 2004 annual report on Forms 10-K and 10-K/A.



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 continue to experience significant organic sales growth due to industry growth and increased market share. Our profitability at the gross margin level has also grown,
but at a lesser pace than sales due to material price increases in our industry and production inefficiencies in our plants. Profitability levels for Holdings at the net income level have also been reduced relative to prior-year periods by
additional interest and increased amortization of deferred financing costs as a result of increased indebtedness. Profitability levels for Norcraft at the net income level have improved slightly relative to prior-year periods because of leveraged
selling, general and administrative expenses.



General



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



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



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##### Table of Contents

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



Results of Operations



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



|                                             |  |                                 |   |  |                                |   |  |       |   |  |       |  
|-------------------------------------------- |  | ------------------------------- | - |  | ------------------------------ | - |  | ----- | - |  | ----- | -
|                                             |  | Norcraft Holdings, L.P.         |  
|                                             |  | Three Months EndedSeptember 30, |   |  | Nine months endedSeptember 30, |  
|                                             |  | 2005                            |   |  | 2004                           |   |  | 2005  |   |  | 2004  |  
|Net sales                                    |  | 100.0                           | % |  | 100.0                          | % |  | 100.0 | % |  | 100.0 | %
|Cost of sales                                |  | 70.2                            | % |  | 69.6                           | % |  | 69.6  | % |  | 67.8  | %
|                                             |  |                                 |   |  |                                |   |  |       |   |  |       |  
|Gross profit                                 |  | 29.8                            | % |  | 30.4                           | % |  | 30.4  | % |  | 32.2  | %
|Selling, general and administrative expenses |  | 15.1                            | % |  | 16.5                           | % |  | 15.8  | % |  | 17.6  | %
|                                             |  |                                 |   |  |                                |   |  |       |   |  |       |  
|Income from operations                       |  | 14.7                            | % |  | 13.9                           | % |  | 14.6  | % |  | 14.6  | %
|Interest expense                             |  | 5.5                             | % |  | 5.7                            | % |  | 5.9   | % |  | 5.3   | %
|Amortization of deferred financing costs     |  | 1.1                             | % |  | 0.7                            | % |  | 0.9   | % |  | 0.8   | %
|Other, net                                   |  | 0.0                             | % |  | 0.0                            | % |  | 0.0   | % |  | 0.0   | %
|                                             |  |                                 |   |  |                                |   |  |       |   |  |       |  
|Net income                                   |  | 8.1                             | % |  | 7.5                            | % |  | 7.8   | % |  | 8.6   | %
|                                             |  |                                 |   |  |                                |   |  |       |   |  |       |  
|                                             | 
|                                             |  | Norcraft Companies, L.P.        |  
|                                             |  | Three Months EndedSeptember 30, |   |  | Nine months endedSeptember 30, |  
|                                             |  | 2005                            |   |  | 2004                           |   |  | 2005  |   |  | 2004  |  
|Net sales                                    |  | 100.0                           | % |  | 100.0                          | % |  | 100.0 | % |  | 100.0 | %
|Cost of sales                                |  | 70.2                            | % |  | 69.6                           | % |  | 69.6  | % |  | 67.8  | %
|                                             |  |                                 |   |  |                                |   |  |       |   |  |       |  
|Gross profit                                 |  | 29.8                            | % |  | 30.4                           | % |  | 30.4  | % |  | 32.2  | %
|Selling, general and administrative expenses |  | 15.1                            | % |  | 16.5                           | % |  | 15.8  | % |  | 17.6  | %
|                                             |  |                                 |   |  |                                |   |  |       |   |  |       |  
|Income from operations                       |  | 14.7                            | % |  | 13.9                           | % |  | 14.6  | % |  | 14.6  | %
|Interest expense                             |  | 3.5                             | % |  | 4.6                            | % |  | 3.8   | % |  | 4.9   | %
|Amortization of deferred financing costs     |  | 1.0                             | % |  | 0.7                            | % |  | 0.7   | % |  | 0.8   | %
|Other, net                                   |  | 0.0                             | % |  | 0.0                            | % |  | 0.0   | % |  | 0.0   | %
|                                             |  |                                 |   |  |                                |   |  |       |   |  |       |  
|Net income                                   |  | 10.2                            | % |  | 8.6                            | % |  | 10.1  | % |  | 9.0   | %
|                                             |  |                                 |   |  |                                |   |  |       |   |  |       |  



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##### Table of Contents

Three Months Ended September 30, 2005 Compared with Three Months Ended September 30, 2004



Net Sales. Net sales increased by $16.4 million, or 18.4%, from $89.2 million for the
three months ended September 30, 2004 to $105.6 million for the same period of 2005. Each division contributed to the strong growth in sales with Mid Continent and StarMark each representing just under half of the overall increase in net sales
and UltraCraft making up the remainder. In each case, the increases are due to our ability to deliver innovative, quality products on time.



Cost of Sales. Cost of sales increased by $12.1 million, or 19.5%, from $62.1 million for the three months ended September 30, 2004 to $74.2 million for same
period of 2005. The increase was primarily attributable to our increased sales volume. Cost of sales as a percentage of net sales increased from 69.6% for the three months ended September 30, 2004 to 70.2% for the same period of 2005.



Gross Profit. Gross profit increased by $4.4 million, or 16.1%, from
$27.1 million for the three months ended September 30, 2004 to $31.5 million for the same period of 2005. Gross profit as a percentage of net sales decreased from 30.4% for the three months ended September 30, 2004 to 29.8% for the same
period of 2005. Gross profit was negatively impacted by increased freight costs and continuing production inefficiencies. We continue to adjust our production schedule to work to improve these production inefficiencies.



Selling, General and Administrative Expenses. Selling, general and administrative
expenses increased by $1.2 million, or 8.5%, from $14.8 million for the three months ended September 30, 2004 to $16.0 million for the same period of 2005. Selling, general and administrative expenses were $0.9 million higher than the
prior-year period because of increased sales and marketing expense to generate new customers, market our new products, and support our increased sales volume. The remaining increase in selling, general and administrative expenses was in
administrative costs that indirectly support our increased sales volume. Selling, general and administrative expenses as a percentage of net sales decreased from 16.5% for the three months ended September 30, 2004 to 15.1% for the same period
of 2005. We expect selling, general and administrative expenses as a percentage of net sales to continue to be stable during the remainder of 2005.



Income from Operations. Income from operations increased by $3.1 million, or 25.1%, from $12.4 million for the three months ended September 30, 2004 compared
to $15.5 million for the same period of 2005. The increase in income from operations was a result of factors described above. Income from operations as a percentage of net sales increased from 13.9% for the three months ended September 30, 2004
to 14.7% for the same period of 2005.



Interest, Amortization of Deferred
Financing fees, and Other Expenses. Holdings consolidated interest, amortization of deferred financing fees, and other expenses increased by $1.2 million, or 21.7%, from $5.7 million for the three months ended September 30, 2004 to
$6.9 million for the same period of 2005. The increase was attributable to an increase in interest expense of $0.7 million from increased indebtedness, and increased amortization of deferred financing charges as a result of the 9 3/4% Senior Discount Notes due 2012 (the Senior Notes) issued in August of 2004 by Holdings and its
wholly-owned finance subsidiary, Norcraft Capital Corp. The average debt balance was $249.9 million and $227.1 during the three months ended September 30, 2005 and 2004, respectively. The average borrowing rate on the term note payable to the
agent bank was 7.5% and 4.7% during the three months ended September 30, 2005 and 2004, respectively. The borrowing rates on the Senior Subordinated Notes (as hereinafter defined) and the Senior Notes are fixed at 9.0% and 9.75%, respectively.
Interest, amortization of deferred financing fees, and other expenses for Holdings as a percentage of net sales increased from 6.4% for the three months ended September 30, 2004 to 6.6% for the same period of 2005.



Interest, amortization of deferred financing fees, and other expenses increased for Norcraft
by $0.1 million, or 0.7%, from $4.7 million for the three months ended September 30, 2004 to $4.8 million for the same period of 2005. Interest, amortization of deferred financing fees, and other expenses for Norcraft as a percentage of net
sales decreased from 5.3% for the three months ended September 30, 2004 to 4.5% for the same period of 2005.



We expect interest and amortization of deferred financing fees to begin to decrease in future periods as debt balances continue to be paid down.



Net Income. Holdings net income increased $1.9 million from $6.7 million for the
three months ended September 30, 2004 to $8.5 million for the same period of 2005, for the reasons described above. Net income as a percentage of net sales for Holdings increased from 7.5% for the three months ended September 30, 2004 to
8.1% for the same period of 2005.



Norcrafts net income increased $3.1
million from $7.6 million for the three months ended September 30, 2004 to $10.7 million for the same period of 2005, for the reasons described above. Net income as a percentage of net sales for Norcraft increased from 8.6% for the three months
ended September 30, 2004 to 10.2% for the same period of 2005.



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##### Table of Contents

Nine months ended September 30, 2005 Compared with Nine months ended September 30, 2004



Net Sales. Net sales increased by $55.8 million, or 22.7%, from $245.9 million for
the nine months ended September 30, 2004 to $301.7 million for the same period of 2005. Each division contributed to the strong growth in sales with Mid Continent representing approximately half of the overall increase in net sales, StarMark
representing nearly one third of the increase and UltraCraft making up the remainder. In each case, the increases are due to our ability to deliver innovative, quality products on time.



Cost of Sales. Cost of sales increased by $43.4 million, or 26.0%, from $166.7 million for the nine months ended September 30,
2004 to $210.1 million for same period of 2005. The increase was primarily attributable to our increased sales volume. Cost of sales as a percentage of net sales increased from 67.8% for the nine months ended September 30, 2004 to 69.6% for the
same period of 2005.



Gross Profit. Gross profit increased by $12.4
million, or 15.7%, from $79.2 million for the nine months ended September 30, 2004 to $91.6 million for the same period of 2005. Gross profit as a percentage of net sales decreased from 32.2% for the nine months ended September 30, 2004 to
30.4% for the same period of 2005. Gross profit was impacted by a number of offsetting factors. First, effective on January 1, 2005, Norcraft changed its vacation policy. This change resulted in adjustments which increased gross profit by
approximately $1.3 million. Second, gross profit was negatively impacted by increased freight costs. Third, gross profit was negatively impacted by continuing production inefficiencies. Finally, the material price increases experienced during the
last half of 2004 were partially offset by our own price increases, the last of which were implemented during the first quarter of 2005 and achieved a full impact as the year progressed. We continue to adjust our production schedule to improve the
production inefficiencies.



Selling, General and Administrative
Expenses. Selling, general and administrative expenses increased by $4.5 million, or 10.3%, from $43.2 million for the nine months ended September 30, 2004 to $47.7 million for the same period of 2005. Selling, general and administrative
expenses were impacted by a number of offsetting factors. First, effective on January 1, 2005, Norcraft changed its vacation policy. This change resulted in adjustments which decreased selling, general and administrative expenses by
approximately $0.4 million. Selling, general and administrative expenses were $3.1 million higher than the prior-year period because of increased sales and marketing expense to generate new customers, market our new products, and support our
increased sales volume. The remaining increase in selling, general and administrative expenses was in administrative costs that indirectly support our increased sales volume. Selling, general and administrative expenses as a percentage of net sales
decreased from 17.6% for the nine months ended September 30, 2004 to 15.8% for the same period of 2005. We expect selling, general and administrative expenses as a percentage of net sales to continue to be lower than prior year periods during
the remainder of 2005.



Income from Operations. Income from operations
increased by $8.0 million, or 22.3%, from $35.9 million for the nine months ended September 30, 2004 compared to $43.9 million for the same period of 2005. The increase in income from operations was a result of factors described above,
including the change in vacation policy. Income from operations as a percentage of net sales was 14.6% for the nine months ended September 30, 2004 and 2005.



Interest, Amortization of Deferred Financing fees, and Other Expenses. Holdings consolidated interest, amortization of deferred
financing fees, and other expenses increased by $5.4 million, or 36.1%, from $14.8 million for the nine months ended September 30, 2004 to $20.2 million for the same period of 2005. The increase was attributable to an increase in interest
expense of $4.5 million from increased indebtedness, and increased amortization of deferred financing charges as a result of the issuance of the Senior Notes. The average debt balance was $255.1 million and $228.4 during the nine months ended
September 30, 2005 and 2004, respectively. The average borrowing rate on the term note payable to the agent bank was 6.4% and 4.5% during the nine months ended September 30, 2005 and 2004, respectively. The borrowing rates on the Senior
Subordinated Notes and the Senior Notes are fixed at 9.0% and 9.75%, respectively. Interest, amortization of deferred financing fees, and other expenses for Holdings as a percentage of net sales increased from 6.1% for the nine months ended
September 30, 2004 to 6.8% for the same period of 2005.



Interest,
amortization of deferred financing fees, and other expenses decreased for Norcraft by $0.1 million, or 0.1%, from $13.9 million for the nine months ended September 30, 2004 to $13.8 million for the same period of 2005. Interest, amortization of
deferred financing fees, and other expenses for Norcraft as a percentage of net sales decreased from 5.7% for the nine months ended September 30, 2004 to 4.5% for the same period of 2005.



We expect interest and amortization of deferred financing fees to begin to decrease in future
periods as debt balances continue to be paid down.



Net Income.
Holdings net income increased $2.6 million from $21.1 million for the nine months ended September 30, 2004 to $23.7 million for the same period of 2005, for the reasons described above. Net income as a percentage of net sales for Holdings
decreased from 8.6% for the nine months ended September 30, 2004 to 7.8% for the same period of 2005.



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##### Table of Contents

Norcrafts net income increased $8.0 million from $22.1 million for the nine months ended September 30, 2004 to
$30.1 million for the same period of 2005, for the reasons described above. Net income as a percentage of net sales for Norcraft increased from 9.0% for the nine months ended September 30, 2004 to 10.1% for the same period of 2005.



Liquidity and Capital Resources



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



Cash provided by operating activities was $42.8 million for the nine months ended September 30, 2005, compared with $21.4 million for the same period of 2004, an
increase of $21.4 million. The increase was primarily due to the change in operating assets and liabilities of $10.7 million. This was complimented by the increase in net income and adjustments to reconcile net income to net cash provided by
operating activities, which provided $10.7 million more cash during the nine months ended September 30, 2005, as compared to the same period of 2004.



Cash used in investing activities was $9.4 million for the nine months ended September 30, 2005, compared with $9.8 million for the same period of 2004, a decrease
of $0.4 million. Capital expenditures were $4.8 million for the nine months ended September 30, 2005, compared with $5.6 million for the same period of 2004, a decrease of $0.8 million. Additionally, expenditures for display cabinets were $4.6
million for the nine months ended September 30, 2005, compared with $4.2 million for the same period of 2004, an increase of $0.4 million. Going forward, we expect cash used in investing activities to primarily consist of capital expenditures
and expenditures for display cabinets.



Cash used in financing activities was
$32.6 million for the nine months ended September 30, 2005, compared with $14.0 million provided in the same period of 2004, an increase of $18.6 million. This increase was primarily due to loan prepayments, which were $23.5 million for the
nine months ended September 30, 2005, compared with $14.5 million for the same period of 2004. Also, estimated tax distributions to members were $7.6 million in the nine months ended September 30, 2005, compared with $1.4 million for the
same period of 2004. Cash used in financing activities should continue as the cash generated above is used to pay down debt and make member estimated tax distributions.



On October 21, 2003, Norcraft entered into a $70.0 million senior credit facility and issued $150.0 million of 9% senior subordinated
notes due 2012 (the Senior Subordinated Notes).



Norcrafts
senior credit facility consists of a $25.0 million revolving credit facility and a $45.0 million term loan facility. Availability under the revolving credit facility has been reduced by $3.5 million as a result of the issuance of a letter of credit.
The borrowings under the revolving credit facility are available until its maturity to fund Norcrafts working capital requirements, capital expenditures and other general corporate needs. The revolving credit facility matures on
October 21, 2008 and has no scheduled amortization or commitment reductions. The term loan facility matures on October 21, 2009 and has quarterly scheduled amortization, which began March 31, 2004. Norcrafts term loan facility
currently bears interest at LIBOR plus 3.00%, and its revolving credit facility currently bears interest at LIBOR plus 2.00%. The applicable margin percentage under the revolving loan facility is subject to adjustments based on the ratio of
Norcrafts total indebtedness to our consolidated EBITDA. Additionally, on the last day of each calendar quarter, Norcraft is required to pay each lender a 0.375% per annum commitment fee in respect of any unused commitments of such lender
under the revolving loan facility subject to adjustment in a manner similar to the adjustment for the applicable margin for the revolving credit facility. In addition, Norcraft is required to make annual mandatory prepayments of the term loan under
its senior credit facility in an amount equal to 50% of excess cash flow (as defined in the senior credit facility). The term loan is also subject to mandatory prepayments in an amount equal to (a) 50% of the net cash proceeds from certain
equity issuances; (b) 100% of the net cash proceeds of certain debt and preferred stock issuances; (c) 100% of the net cash proceeds of certain asset sales or other dispositions of property; and (d) 100% of all casualty and
condemnation proceeds, in each case subject to certain exceptions.



Norcraft is
required to pay cash interest on the Senior Subordinated Notes semi-annually in arrears on May 1 and November 1 of each year. The Senior Subordinated Notes have no scheduled amortization and mature on November 1, 2011.



The senior credit facility contains covenants, which, among other things, limit:
(i) additional indebtedness; (ii) dividends; (iii) capital expenditures and (iv) acquisitions, mergers and consolidations. The 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 covenants at September 30, 2005. 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. In addition, the senior credit facility is guaranteed by its parent, Norcraft Intermediate Holdings, L.P., and secured by its assets
(including Norcraft equity interests), as well as guaranteed by and secured by the equity interests and substantially all of the assets of our current and, if any, future subsidiaries, with certain exceptions.



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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 the Senior Notes. The net proceeds of this offering were used to make a distribution to Holdings limited partners. Norcraft
Capital Corp. was formed on August 12, 2004 and has no operations. Interest is accruing on the Senior Notes in the form of an increase in the accreted value of the Senior Notes prior to September 1, 2008. Thereafter, cash interest on the
Senior Notes accrues and is payable semiannually in arrears on March 1 and September 1 of each year, commencing March 1, 2009 at a rate of 93/4% per annum.



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



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



If Holdings experiences a change in control, it may be required to offer to purchase the Senior Notes at a purchase price equal to 101% of the accreted value, plus any
accrued and unpaid interest.



Additionally, the terms of the Senior Notes limit
Holdings ability to, among other things, incur additional indebtedness, dispose of assets, make acquisitions, make other investments, pay dividends and make various other payments. The terms also include cross-default provisions. Holdings was
in compliance with these terms at September 30, 2005.



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



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. Tax distributions paid for the nine months ended September 30, 2005 were $7.6 million.



Inflation; Seasonality



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



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



Item 3. Quantitative and Qualitative Disclosures of Market Risk



As of September 30, 2005, the Company had a $25.0 million revolving credit facility which has a variable rate of interest and has the potential to expose us to fluctuations in the interest rate market. However,
as of September 30, 2005, there were no borrowings under this facility. We have no interest rate swap agreements.



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##### Table of Contents

Item 4. Controls and Procedures



Evaluation of Disclosure Controls and Procedures



In
connection with the restatement described below, management determined that a material weakness existed in Holdings internal control over financial reporting as of June 30, 2005. Because of this material weakness, management determined
that Holdings disclosure controls and procedures were not effective as of June 30, 2005 to ensure that all material information required to be included in Holdings reports filed or submitted under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that
information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuers management, including its principal executive and principal financial officers, or
persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. To address this material weakness, Holdings management performed additional analysis and other post-closing procedures to ensure that
Holdings consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America.



Consideration of the Restatement



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



Internal Control over Financial Reporting



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



Managements Remediation Plan



We
have developed a plan to remediate the identified material weaknesses. Several elements of our remediation plan, which were initiated in September 2005, can only be accomplished over time. Management is in the process of evaluating the operating
effectiveness of the changes in internal control over financial reporting resulting from this plan and expects the remediation to be completed during the quarter ended December 31, 2005. In connection with our remediation efforts to date, both
the Chief Financial Officer and the Controller of Holdings have evaluated EITF D-98: Classification and Measurement of Redeemable Securities and other relevant accounting literature. The purpose of this evaluation was to strengthen
managements understanding of the appropriate presentation and disclosure of members equity in accordance with accounting principles generally accepted in the United States of America, specifically related to non-routine transactions.



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##### Table of Contents

Changes in Internal Control over Financial Reporting



Aside from the changes discussed above, there have not been any changes in Holdings
internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act during Holdings fiscal quarter ended September 30, 2005 that have materially affected, or are reasonably likely to
materially affect, Holdings internal control over financial reporting.



Limitations on the Effectiveness of Controls



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



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





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##### Table of Contents

PART II. OTHER INFORMATION



Item 1. Legal Proceedings



During the
ordinary course of business, we have become and may in the future become subject to pending and threatened legal actions and proceedings. The Company is not a party to any other pending legal proceedings other than ordinary routine litigation
incidental to its business. In managements opinion, adverse decisions on legal proceedings, in the aggregate, would not have a materially adverse impact on the Companys results of operations or financial position. The majority of the
pending legal proceedings involve claims for workers compensation. These claims are generally covered by insurance, but there can be no assurance that our insurance coverage will be adequate to cover any such liability.



Item 6. Exhibits



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



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##### Table of Contents

SIGNATURES



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



|                            |  |                            
|--------------------------- |  | ---------------------------
|                            |  | NORCRAFT HOLDINGS, L.P.    
|                            |  | (Registrant)               
|                            | 
|                            |  | NORCRAFT COMPANIES, L.P.   
|                            |  | (Registrant)               
|                            | 
|/s/ Mark Buller             |  | /s/ Leigh Ginter           
|Mark Buller                 |  | Leigh Ginter               
|Chief Executive Officer     |  | Chief Financial Officer    
|                            | 
|Date: November 14, 2005     |  | Date: November 14, 2005    
|Signing on behalf of the    |  | Signing on behalf of the   
|Registrant and as principal |  | Registrant and as principal
|Officer                     |  | accounting officer         



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