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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549



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FORM 10-Q/A



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



For the quarterly period ended September 30, 2004



OR



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



For the transition period from  to



Commission file numbers: 333-119696 and 333-114924



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



Norcraft Holdings,
L.P.

Norcraft Companies, L.P.

(Exact name of registrants as specified in their charters)



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



3020 Denmark Avenue,
Suite 100

Eagan, MN 55121

(800) 297-0661

(Address, including zip code and telephone number, including area code of Registrants and
Co-Registrants principal executive offices)



|                                    |  |                                |  |                                     
|----------------------------------- |  | ------------------------------ |  | ------------------------------------
|Mark Buller Chief Executive Officer |  |                                |  | Leigh Ginter Chief Financial Officer
|                                    |  |                               
|                                    |  | Norcraft Companies L.P.        |  |                                     
|                                    |  | 3020 Denmark Avenue, Suite 100 |  |                                     
|                                    |  | Eagan, MN 55121                |  |                                     
|                                    |  | (800) 297-0661                 |  |                                     

(Names, address, including zip code and telephone number, including area code of Agents for
Service)



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  x    No ̈.



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



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.):    Yes ̈No  x.



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



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EXPLANATORY NOTE



During the routine review of Norcraft Holdings, L.P.s (Holdings) Form 10-Q for the period ended June 30, 2005, Holdings
examined the classification on its balance sheet of a portion of its outstanding limited partnership units. The Company had classified these securities as a component of stockholders equity in its financial statements for the periods ended
September 30, 2004 filed in its Form 10-Q with the SEC (the Original Filing).



Based on the review of the terms and conditions of outstanding limited partnership units, Holdings noted that certain employee equity holders may request that Holdings repurchase limited partnership units upon their
death or disability. Following such a request, Holdings must use commercially reasonable efforts to repurchase such units at fair market value, subject to limitations on the repurchase of equity contained in Norcraft Companies, L.P.s
(Norcraft, together with Holdings, the Company) senior credit facility and the indentures governing the Companys outstanding senior discount notes and senior subordinated notes. Because such a provision could result in
a cash liquidation of the limited partnership units that is outside the control of the Company, management has concluded that these outstanding limited partnership units should be classified as a component of members equity subject to put
request, or mezzanine equity and not a component of members equity, or permanent equity on the Companys balance sheet. Any changes in the fair market value of these units are reported as changes in members equity subject to put
request in the statement of members equity and comprehensive income. The restated financial statements for the period ended September 30, 2004 are reflected in this Amendment to the Companys Quarterly Report on Form 10-Q. The restatement
is a correction in classification of certain limited partnership units of Holdings between members equity subject to put request, or mezzanine equity, and members equity, or permanent equity, on the balance sheet and has no impact on the
Companys historical statements of operations or cash flows. See further discussion in Note 8. In addition to this amended Form 10-Q for the quarter ended September 30, 2004, the Company has also amended its Forms 10-Q for the quarter ended
March 31, 2005 and its Form 10-K for the year ended December 31, 2004.



Pursuant to this Form 10-Q/ANorcraft Holdings, L.P. amends the following information previously included in the fiscal 2004 Form 10-Q filed on November 12, 2004:



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



| |  |  | Condensed Consolidated Balance Sheets at September 30, 2004 and December 31, 2003
| | - |  | ---------------------------------------------------------------------------------



| |  |  | Condensed Consolidated Statements of Changes in Members Equity for the period ended September 30, 2004
| | - |  | -------------------------------------------------------------------------------------------------------



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



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



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



2



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PART I. FINANCIAL INFORMATION



Item 1.



Condensed Consolidated Balance Sheets

(in thousands)

(unaudited)



|                                       |  |                                     |         |                                      |   |                   |  |                  |         |  |   |        
|-------------------------------------- |  | ----------------------------------- | ------- | ------------------------------------ | - | ----------------- |  | ---------------- | ------- |  | - | -------
|                                       |  | Norcraft Holdings, L.P. (Successor) |         | Norcraft Companies, L.P. (Successor)
|                                       |  | September 30,2004                   |         | December 31,2003                     |   | September 30,2004 |  | December 31,2003
|                                       |  | (Restated. SeeNote 8)               |         | (Restated. SeeNote 8)                |   |                   |  |                 
|ASSETS                                 |  |                                     |         |                                      |   |                   |  |                  |         |  |   |        
|Current assets:                        |  |                                     |         |                                      |   |                   |  |                  |         |  |   |        
|Cash                                   |  | $                                   | 237     |                                      | $ | 2,583             |  | $                | 237     |  | $ | 2,583  
|Trade accounts receivable, net         |  |                                     | 36,888  |                                      |   | 24,063            |  |                  | 36,888  |  |   | 24,063 
|Inventories                            |  |                                     | 23,804  |                                      |   | 16,948            |  |                  | 23,804  |  |   | 16,948 
|Prepaid expenses                       |  |                                     | 1,064   |                                      |   | 2,000             |  |                  | 1,064   |  |   | 2,000  
|                                       |  |                                     |         |                                      |   |                   |  |                  |         |  |   |        
|Total current assets                   |  |                                     | 61,993  |                                      |   | 45,594            |  |                  | 61,993  |  |   | 45,594 
|Property, plant and equipment, net     |  |                                     | 34,616  |                                      |   | 32,168            |  |                  | 34,616  |  |   | 32,168 
|Other assets:                          |  |                                     |         |                                      |   |                   |  |                  |         |  |   |        
|Goodwill                               |  |                                     | 148,459 |                                      |   | 148,459           |  |                  | 148,459 |  |   | 148,459
|Customer relationships, net            |  |                                     | 62,781  |                                      |   | 66,131            |  |                  | 62,781  |  |   | 66,131 
|Brand names                            |  |                                     | 49,000  |                                      |   | 49,000            |  |                  | 49,000  |  |   | 49,000 
|Deferred financing costs, net          |  |                                     | 12,978  |                                      |   | 11,509            |  |                  | 9,638   |  |   | 11,509 
|Display cabinets, net                  |  |                                     | 5,773   |                                      |   | 3,861             |  |                  | 5,773   |  |   | 3,861  
|Deposits                               |  |                                     | 88      |                                      |   | 120               |  |                  | 88      |  |   | 120    
|                                       |  |                                     |         |                                      |   |                   |  |                  |         |  |   |        
|Total other assets                     |  |                                     | 279,079 |                                      |   | 279,080           |  |                  | 275,739 |  |   | 279,080
|                                       |  |                                     |         |                                      |   |                   |  |                  |         |  |   |        
|Total assets                           |  | $                                   | 375,688 |                                      | $ | 356,842           |  | $                | 372,348 |  | $ | 356,842
|                                       |  |                                     |         |                                      |   |                   |  |                  |         |  |   |        
|LIABILITIES AND MEMBERS EQUITY        |  |                                     |         |                                      |   |                   |  |                  |         |  |   |        
|Current liabilities:                   |  |                                     |         |                                      |   |                   |  |                  |         |  |   |        
|Current portion of long-term debt      |  | $                                   |        |                                      | $ | 5,000             |  | $                |        |  | $ | 5,000  
|Book overdrafts payable                |  |                                     | 1,666   |                                      |   |                  |  |                  | 1,666   |  |   |       
|Accounts payable                       |  |                                     | 10,011  |                                      |   | 6,704             |  |                  | 10,011  |  |   | 6,704  
|Accrued expenses                       |  |                                     | 24,630  |                                      |   | 23,375            |  |                  | 24,630  |  |   | 23,375 
|Members distribution payable          |  |                                     | 549     |                                      |   |                  |  |                  | 549     |  |   |       
|                                       |  |                                     |         |                                      |   |                   |  |                  |         |  |   |        
|Total current liabilities              |  |                                     | 36,856  |                                      |   | 35,079            |  |                  | 36,856  |  |   | 35,079 
|Long-term debt                         |  |                                     | 261,787 |                                      |   | 190,000           |  |                  | 180,500 |  |   | 190,000
|Members equity subject to put request |  |                                     | 26,385  |                                      |   | 22,354            |  |                  |        |  |   |       
|Members equity                        |  |                                     | 50,660  |                                      |   | 109,409           |  |                  | 154,992 |  |   | 131,763
|                                       |  |                                     |         |                                      |   |                   |  |                  |         |  |   |        
|Total liabilities and members equity  |  | $                                   | 375,688 |                                      | $ | 356,842           |  | $                | 372,348 |  | $ | 356,842
|                                       |  |                                     |         |                                      |   |                   |  |                  |         |  |   |        



See notes to condensed
consolidated financial statements.



3



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Condensed Consolidated Statements of Income

(in thousands)

(unaudited)



|                                             |  |                                  |        |                                 |   |               |  |   |                 |   |  |   |        
|-------------------------------------------- |  | -------------------------------- | ------ | ------------------------------- | - | ------------- |  | - | --------------- | - |  | - | -------
|                                             |  | Norcraft Holdings, L.P.         
|                                             |  | Three Months Ended September 30, |        | Nine Months Ended September 30,
|                                             |  | 2004Successor                    |        | 2003 Predecessor                |   | 2004Successor |  |   | 2003Predecessor
|Net sales                                    |  | $                                | 89,186 |                                 | $ | 69,654        |  | $ | 245,869         |   |  | $ | 190,049
|Cost of sales                                |  |                                  | 62,069 |                                 |   | 46,780        |  |   | 166,695         |   |  |   | 127,170
|                                             |  |                                  |        |                                 |   |               |  |   |                 |   |  |   |        
|Gross profit                                 |  |                                  | 27,117 |                                 |   | 22,874        |  |   | 79,174          |   |  |   | 62,879 
|Selling, general and administrative expenses |  |                                  | 14,751 |                                 |   | 11,536        |  |   | 43,262          |   |  |   | 32,549 
|Other                                        |  |                                  |       |                                 |   | 4,129         |  |   |                |   |  |   | 4,129  
|                                             |  |                                  |        |                                 |   |               |  |   |                 |   |  |   |        
|Income from operations                       |  |                                  | 12,366 |                                 |   | 7,209         |  |   | 35,912          |   |  |   | 26,201 
|Other expense (income):                      |  |                                  |        |                                 |   |               |  |   |                 |   |  |   |        
|Interest expense                             |  |                                  | 5,046  |                                 |   | 355           |  |   | 13,023          |   |  |   | 1,319  
|Amortization of deferred financing costs     |  |                                  | 654    |                                 |   | 83            |  |   | 1,898           |   |  |   | 249    
|Other, net                                   |  |                                  | 1      |                                 |   | 185           |  |   | (88             | ) |  |   | 563    
|                                             |  |                                  |        |                                 |   |               |  |   |                 |   |  |   |        
|                                             |  |                                  | 5,701  |                                 |   | 623           |  |   | 14,833          |   |  |   | 2,131  
|                                             |  |                                  |        |                                 |   |               |  |   |                 |   |  |   |        
|Net income                                   |  | $                                | 6,665  |                                 | $ | 6,586         |  | $ | 21,079          |   |  | $ | 24,070 
|                                             |  |                                  |        |                                 |   |               |  |   |                 |   |  |   |        



See notes to condensed
consolidated financial statements.



4



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Condensed Consolidated Statements of Income

(in thousands)

(unaudited)



|                                             |  |                                  |        |                                 |   |               |  |   |                 |   |  |   |        
|-------------------------------------------- |  | -------------------------------- | ------ | ------------------------------- | - | ------------- |  | - | --------------- | - |  | - | -------
|                                             |  | Norcraft Companies L.P.         
|                                             |  | Three Months Ended September 30, |        | Nine Months Ended September 30,
|                                             |  | 2004Successor                    |        | 2003 Predecessor                |   | 2004Successor |  |   | 2003Predecessor
|Net sales                                    |  | $                                | 89,186 |                                 | $ | 69,654        |  | $ | 245,869         |   |  | $ | 190,049
|Cost of sales                                |  |                                  | 62,069 |                                 |   | 46,780        |  |   | 166,695         |   |  |   | 127,170
|                                             |  |                                  |        |                                 |   |               |  |   |                 |   |  |   |        
|Gross profit                                 |  |                                  | 27,117 |                                 |   | 22,874        |  |   | 79,174          |   |  |   | 62,879 
|Selling, general and administrative expenses |  |                                  | 14,751 |                                 |   | 11,536        |  |   | 43,262          |   |  |   | 32,549 
|Other                                        |  |                                  |       |                                 |   | 4,129         |  |   |                |   |  |   | 4,129  
|                                             |  |                                  |        |                                 |   |               |  |   |                 |   |  |   |        
|Income from operations                       |  |                                  | 12,366 |                                 |   | 7,209         |  |   | 35,912          |   |  |   | 26,201 
|Other expense (income):                      |  |                                  |        |                                 |   |               |  |   |                 |   |  |   |        
|Interest expense                             |  |                                  | 4,093  |                                 |   | 355           |  |   | 12,070          |   |  |   | 1,319  
|Amortization of deferred financing costs     |  |                                  | 627    |                                 |   | 83            |  |   | 1,871           |   |  |   | 249    
|Other, net                                   |  |                                  | 1      |                                 |   | 185           |  |   | (88             | ) |  |   | 563    
|                                             |  |                                  |        |                                 |   |               |  |   |                 |   |  |   |        
|                                             |  |                                  | 4,721  |                                 |   | 623           |  |   | 13,853          |   |  |   | 2,131  
|                                             |  |                                  |        |                                 |   |               |  |   |                 |   |  |   |        
|Net income                                   |  | $                                | 7,645  |                                 | $ | 6,586         |  | $ | 22,059          |   |  | $ | 24,070 
|                                             |  |                                  |        |                                 |   |               |  |   |                 |   |  |   |        



See notes to condensed
consolidated financial statements.



5



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Norcraft Holdings, L.P.

Condensed Consolidated Statements of Changes in Members Equity

(in
thousands)

(unaudited)



Successor Basis



|                                                             |  |                         |         |   |                          |   |         |  
|------------------------------------------------------------ |  | ----------------------- | ------- | - | ------------------------ | - | ------- | -
|                                                             |  | Norcraft Holdings, L.P. |         |   | Norcraft Companies, L.P. |  
|                                                             |  | (Restated. See Note 8)  |         |   |                          |  
|Members equity at December 31, 2003, as previously reported |  | $                       | 131,763 |   |                          | $ | 131,763 |  
|Restatement adjustment                                       |  |                         | (22,354 | ) |                          |   |        |  
|                                                             |  |                         |         |   |                          |   |         |  
|Members equity at December 31, 2003, restated               |  |                         | 109,409 |   |                          |   | 131,763 |  
|Issuance of members interest                                 |  |                         | 3,529   |   |                          |   | 3,529   |  
|Accretion on members interest subject to put request        |  |                         | (4,031  | ) |                          |   |        |  
|Distribution to members                                      |  |                         | (77,182 | ) |                          |   | (215    | )
|Repurchase of members interest                               |  |                         | (68     | ) |                          |   | (68     | )
|Tax dividend accrual                                         |  |                         | (1,985  | ) |                          |   | (1,985  | )
|Cumulative translation adjustment                            |  |                         | (91     | ) |                          |   | (91     | )
|Net income                                                   |  |                         | 21,079  |   |                          |   | 22,059  |  
|                                                             |  |                         |         |   |                          |   |         |  
|Members equity at September 30, 2004, restated              |  | $                       | 50,660  |   |                          | $ | 154,992 |  
|                                                             |  |                         |         |   |                          |   |         |  



See notes to condensed
consolidated financial statements.



6



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Condensed Consolidated Statements of Cash Flows

(in thousands) (unaudited)



|                                                                                  |  |                                 |         |   |                                 |   |         |               |  |   |                 |   |  |   |         |  
|--------------------------------------------------------------------------------- |  | ------------------------------- | ------- | - | ------------------------------- | - | ------- | ------------- |  | - | --------------- | - |  | - | ------- | -
|                                                                                  |  | Norcraft Holdings, L.P.         |         |   | Norcraft Companies L.P.         |  
|                                                                                  |  | Nine Months Ended September 30, |         |   | Nine Months Ended September 30, |  
|                                                                                  |  | 2004Successor                   |         |   | 2003 Predecessor                |   |         | 2004Successor |  |   | 2003Predecessor |  
|Cash flows from operating activities:                                             |  |                                 |         |   |                                 |   |         |               |  |   |                 |   |  |   |         |  
|Net income                                                                        |  | $                               | 21,079  |   |                                 | $ | 24,070  |               |  | $ | 22,059          |   |  | $ | 24,070  |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                                 |         |   |                                 |   |         |               |  |   |                 |   |  |   |         |  
|Depreciation                                                                      |  |                                 | 3,129   |   |                                 |   | 2,234   |               |  |   | 3,129           |   |  |   | 2,234   |  
|Amortization:                                                                     |  |                                 |         |   |                                 |   |         |               |  |   |                 |   |  |   |         |  
|Customer relationships                                                            |  |                                 | 3,350   |   |                                 |   |        |               |  |   | 3,350           |   |  |   |        |  
|Deferred financing costs                                                          |  |                                 | 1,898   |   |                                 |   | 249     |               |  |   | 1,871           |   |  |   | 249     |  
|Display cabinets                                                                  |  |                                 | 2,239   |   |                                 |   | 1,951   |               |  |   | 2,239           |   |  |   | 1,951   |  
|Accreted interest borrowings on senior notes                                      |  |                                 | 953     |   |                                 |   |        |               |  |   |                |   |  |   |        |  
|Compensation expense related to stock options                                     |  |                                 | 307     |   |                                 |   |        |               |  |   | 307             |   |  |   |        |  
|Loss on impairment of Yucca facility                                              |  |                                 |        |   |                                 |   | 4,129   |               |  |   |                |   |  |   | 4,129   |  
|(Gain) Loss on sale of equipment                                                  |  |                                 | (2      | ) |                                 |   | 107     |               |  |   | (2              | ) |  |   | 107     |  
|Change in operating assets and liabilities:                                       |  |                                 |         |   |                                 |   |         |               |  |   |                 |   |  |   |         |  
|Accounts receivable                                                               |  |                                 | (12,825 | ) |                                 |   | (9,104  | )             |  |   | (12,825         | ) |  |   | (9,104  | )
|Inventories                                                                       |  |                                 | (6,873  | ) |                                 |   | (2,015  | )             |  |   | (6,873          | ) |  |   | (2,015  | )
|Prepaid expenses                                                                  |  |                                 | 936     |   |                                 |   | 390     |               |  |   | 936             |   |  |   | 390     |  
|Other assets                                                                      |  |                                 | 29      |   |                                 |   | 2       |               |  |   | 29              |   |  |   | 2       |  
|Accounts payable and accrued liabilities                                          |  |                                 | 7,221   |   |                                 |   | 5,432   |               |  |   | 7,221           |   |  |   | 5,432   |  
|                                                                                  |  |                                 |         |   |                                 |   |         |               |  |   |                 |   |  |   |         |  
|Net cash provided by operating activities                                         |  |                                 | 21,441  |   |                                 |   | 27,445  |               |  |   | 21,441          |   |  |   | 27,445  |  
|                                                                                  |  |                                 |         |  
|Cash flows from investing activities:                                             |  |                                 |         |   |                                 |   |         |               |  |   |                 |   |  |   |         |  
|Proceeds from sale of property and equipment                                      |  |                                 | 13      |   |                                 |   | 205     |               |  |   | 13              |   |  |   | 205     |  
|Purchase of property, plant and equipment                                         |  |                                 | (5,644  | ) |                                 |   | (1,407  | )             |  |   | (5,644          | ) |  |   | (1,407  | )
|Purchase of Yucca capital lease                                                   |  |                                 |        |   |                                 |   | (5,000  | )             |  |   |                |   |  |   | (5,000  | )
|Purchase of display cabinets                                                      |  |                                 | (4,150  | ) |                                 |   | (2,172  | )             |  |   | (4,150          | ) |  |   | (2,172  | )
|                                                                                  |  |                                 |         |   |                                 |   |         |               |  |   |                 |   |  |   |         |  
|Net cash used in investing activities                                             |  |                                 | (9,781  | ) |                                 |   | (8,374  | )             |  |   | (9,781          | ) |  |   | (8,374  | )
|                                                                                  |  |                                 |         |  
|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            | ) |  |   |        |  
|Book overdrafts payable                                                           |  |                                 | 1,666   |   |                                 |   | (201    | )             |  |   | 1,666           |   |  |   | (201    | )
|Payments on Bank Revolving Loan                                                   |  |                                 | (3,500  | ) |                                 |   | (48,364 | )             |  |   | (3,500          | ) |  |   | (48,364 | )
|Borrowings on Bank Revolving Loan                                                 |  |                                 | 3,500   |   |                                 |   | 48,151  |               |  |   | 3,500           |   |  |   | 48,151  |  
|Payments on term loan                                                             |  |                                 | (14,500 | ) |                                 |   | (6,420  | )             |  |   | (14,500         | ) |  |   | (6,420  | )
|Payments on capital lease                                                         |  |                                 |        |   |                                 |   | (7      | )             |  |   |                |   |  |   | (7      | )
|Proceeds from issuance of member interests                                        |  |                                 | 553     |   |                                 |   |        |               |  |   | 553             |   |  |   |        |  
|Repurchase of members interests                                                   |  |                                 | (68     | ) |                                 |   |        |               |  |   | (68             | ) |  |   |        |  
|Tax distributions to members                                                      |  |                                 | (1,436  | ) |                                 |   | (12,185 | )             |  |   | (1,436          | ) |  |   | (12,185 | )
|                                                                                  |  |                                 |         |   |                                 |   |         |               |  |   |                 |   |  |   |         |  
|Net cash used in financing activities                                             |  |                                 | (14,000 | ) |                                 |   | (19,026 | )             |  |   | (14,000         | ) |  |   | (19,026 | )
|                                                                                  |  |                                 |         |  
|Cumulative translation adjustment                                                 |  |                                 | (6      | ) |                                 |   |        |               |  |   | (6              | ) |  |   |        |  
|                                                                                  |  |                                 |         |   |                                 |   |         |               |  |   |                 |   |  |   |         |  
|Net (decrease) increase in cash                                                   |  |                                 | (2,346  | ) |                                 |   | 45      |               |  |   | (2,346          | ) |  |   | 45      |  
|                                                                                  |  |                                 |         |  
|Cash, beginning of the period                                                     |  |                                 | 2,583   |   |                                 |   | 59      |               |  |   | 2,583           |   |  |   | 59      |  
|                                                                                  |  |                                 |         |   |                                 |   |         |               |  |   |                 |   |  |   |         |  
|Cash, end of period                                                               |  | $                               | 237     |   |                                 | $ | 104     |               |  | $ | 237             |   |  | $ | 104     |  
|                                                                                  |  |                                 |         |   |                                 |   |         |               |  |   |                 |   |  |   |         |  
|Supplemental disclosure of cash flow information:                                 |  |                                 |         |   |                                 |   |         |               |  |   |                 |   |  |   |         |  
|Cash paid during the period for interest                                          |  | $                               | 9,019   |   |                                 | $ | 1,444   |               |  | $ | 9,019           |   |  | $ | 1,444   |  
|                                                                                  |  |                                 |         |   |                                 |   |         |               |  |   |                 |   |  |   |         |  
|Supplemental disclosure of non-cash transactions:                                 |  |                                 |         |   |                                 |   |         |               |  |   |                 |   |  |   |         |  
|Tax distributions declared but not paid                                           |  | $                               | 549     |   |                                 | $ | 3,412   |               |  | $ | 549             |   |  | $ | 3,412   |  
|                                                                                  |  |                                 |         |   |                                 |   |         |               |  |   |                 |   |  |   |         |  
|Members interest recorded for consideration other than cash                      |  | $                               | 2,976   |   |                                 | $ |        |               |  | $ | 2,976           |   |  | $ |        |  
|                                                                                  |  |                                 |         |   |                                 |   |         |               |  |   |                 |   |  |   |         |  



See notes to condensed
consolidated financial statements.



7



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

Notes to Condensed Consolidated Financial Statements

(in thousands)

(unaudited)



|1. | Basis of presentation
|-- | ---------------------



As more fully discussed in Note 8, Norcraft Holdings, L.P. restated its consolidated balance sheets as of December 31, 2003, June 30, 2004, September 30,
2004, December 31, 2004, and March 31, 2005 and statements of members equity and comprehensive income for the periods ended December 31, 2003, June 30, 2004, September 30, 2004, December 31, 2004, and March 31, 2005 included in the
accompanying consolidated audited financial statements to correct a classification error related to outstanding limited partnership units held by certain members of management.



The unaudited consolidated financial statements of Norcraft Holdings, L.P. (Holdings) include the accounts of
its wholly owned subsidiary, Norcraft Companies, L.P. (Norcraft, a separate public reporting company, together with Holdings, the Company). In August 2004, Holdings and Norcraft Capital Corp., a wholly owned subsidiary,
issued $118.0 million of 93⁄4% 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 associated accrued liabilities, and related interest expense, net of taxes, all other assets, liabilities, income expenses and cash flows presented
for all periods represent those of its wholly owned subsidiary Norcraft.



The accompanying financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, the interim consolidated financial statements and accompanying notes included herein should be read in conjunction with the consolidated financial statements for the year ended December 31, 2003 included in
Norcrafts Registration Statement on Form S-4 (File No. 333-114924) filed on September 14, 2004, and Holdings Form S-4 (File No. 333-119696) filed on October 12, 2004. The interim condensed consolidated financial statements as of
September 30, 2004 and for the nine months ended September 30, 2004 (successor) and 2003 (predecessor) include all normal recurring adjustments which management considers necessary for fair presentation. The Company was purchased on October 21,
2003. The predecessor financial statements have been presented at their historical cost basis. The successor financial statements have been prepared giving effect to the purchase transaction, including capitalization of the company in accordance
with EITF 88-16, Basis in Leverage Buyout Transactions, as a partial purchase. The results of operations for the interim periods are not necessarily indicative of the results that may be expected for the entire fiscal year.



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.



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



|2. | New accounting pronouncements
|-- | -----------------------------



In January 2003, the FASB issued FIN 46, Consideration of Variable Interest Entities an Interpretation of ARB No. 51. FIN 46 clarifies the
application of Accounting Research Bulletin No. 51, Consolidated Financial Statements, to entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for
entity to finance its activities without additional subordinated financial support from other parties. FIN 46 applies immediately to variable interest entities created after January 31, 2003 and to variable interest entities in which an enterprise
obtains an interest after that date. We do not have ownership in any variable interest entities and will apply the consolidated requirements of FIN 46 in future periods if we acquire an interest in a variable interest entity.



8



---

|3. | Comprehensive income
|-- | --------------------



Holdings comprehensive income was $6.8 million and $21.0 million for the three and nine months ended September 30, 2004, respectively, and $6.6
million and $24.1 million for the three and nine months ended September 30, 2003, respectively. Comprehensive income differs from net income for the three and nine months ended September 30, 2004 due to fluctuations in the unrealized loss on the
foreign currency translation of Norcrafts Canadian subsidiary.



Norcrafts comprehensive income was $7.3 million and $22.0 million for the three and nine months ended September 30, 2004, respectively, and $6.6 million and $24.1 million for the three and nine months ended September 30, 2003,
respectively. Comprehensive income differs from net income for the three and nine months ended September 30, 2004 due to fluctuations in the unrealized loss on the foreign currency translation of Norcrafts Canadian subsidiary.



|4. | Member interest-based compensation
|-- | ----------------------------------



The Company applies Statement of Accounting Standards No. 123 in accounting for stock options and measures the compensation cost at the grant date based
on the fair value of the award and recognizes the cost over the vesting period. Compensation expense related to stock options was $0.1 million and $0.3 million for the three and nine months ended September 30, 2004, with no such expense in 2003.



During the third quarter of 2004, the Company granted its
employees options to purchase 285,714 Class A limited partnership units at an exercise price of $1.44 per unit.



|5. | Inventories
|-- | -----------



Inventories consist of the following:



|                           |  |                   |        |   |                  |   |        |  
|-------------------------- |  | ----------------- | ------ | - | ---------------- | - | ------ | -
|                           |  | Successor         |       
|                           |  | September 30,2004 |        |   | December 31,2003 |  
|Raw materials and supplies |  | $                 | 14,671 |   |                  | $ | 11,689 |  
|Work in process            |  |                   | 5,467  |   |                  |   | 3,784  |  
|Finished goods             |  |                   | 6,105  |   |                  |   | 3,510  |  
|                           |  |                   |        |   |                  |   |        |  
|                           |  |                   | 26,243 |   |                  |   | 18,983 |  
|Allowance for obsolescence |  |                   | (2,439 | ) |                  |   | (2,035 | )
|                           |  |                   |        |   |                  |   |        |  
|                           |  | $                 | 23,804 |   |                  | $ | 16,948 |  
|                           |  |                   |        |   |                  |   |        |  



|6. | Long-term debt
|-- | --------------



Long-term debt consists of the following:



|                                                                                                                                                                                             |  |                         |         |                   |                          |         |                   |  |                  |         |  |   |         |  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------- | ------- | ----------------- | ------------------------ | ------- | ----------------- |  | ---------------- | ------- |  | - | ------- | -
|                                                                                                                                                                                             |  | Norcraft Holdings, L.P. |         |                   | Norcraft Companies, L.P. |        
|                                                                                                                                                                                             |  | Successor               |         |                   | Successor                |        
|                                                                                                                                                                                             |  | September 30,2004       |         | December 31, 2003 |                          |         | September 30,2004 |  | December 31,2003 |        
|Senior subordinated notes payable (due in 2011 with semi-annual interest payments at 9%)                                                                                                     |  | $                       | 150,000 |                   | $                        | 150,000 |                   |  | $                | 150,000 |  | $ | 150,000 |  
|Senior discount notes payable (due in 2012 with interest payments accreting at 9.75%)                                                                                                        |  |                         | 81,287  |                   |                          |        |                   |  |                  |        |  |   |        |  
|Term note payable to the agent bank, UBS (interest at the LIBOR plus 3.25% due in 24 ascending quarterly installments with final payment of
the outstanding balance due on October 20, 2010) |  |                         | 30,500  |                   |                          | 45,000  |                   |  |                  | 30,500  |  |   | 45,000  |  
|                                                                                                                                                                                             |  |                         |         |                   |                          |         |                   |  |                  |         |  |   |         |  
|Total debt                                                                                                                                                                                   |  |                         | 261,787 |                   |                          | 195,000 |                   |  |                  | 180,500 |  |   | 195,000 |  
|Less - current portion                                                                                                                                                                       |  |                         |        |                   |                          | (5,000  | )                 |  |                  |        |  |   | (5,000  | )
|                                                                                                                                                                                             |  |                         |         |                   |                          |         |                   |  |                  |         |  |   |         |  
|Long-term debt                                                                                                                                                                               |  | $                       | 261,787 |                   | $                        | 190,000 |                   |  | $                | 180,500 |  | $ | 190,000 |  
|                                                                                                                                                                                             |  |                         |         |                   |                          |         |                   |  |                  |         |  |   |         |  



9



---

On August 17, 2004 Holdings and Norcraft Capital Corp., a 100% owned finance subsidiary of Holdings
issued, on a joint and several basis, $118 million aggregate principal amount at maturity ($80.3 million gross proceeds) of 93⁄4% Senior Discount Notes due 2012. 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 will accrue on the notes in the form of an increase in the accreted value of the note prior to September 1, 2008. Thereafter, cash interest on the
notes will accrue and be payable semiannually in arrears on March 1 and September 1 of each year, commencing March 1, 2009 at a rate of 93⁄4% per annum. Holdings has no independent operating assets or liabilities other than its investment in
Norcraft.



At any time on or after September 1, 2008,
Holdings may redeem the 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 notes with the proceeds of qualified equity offerings at a redemption price equal to 109.75% of the accreted value.



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



If Holdings experiences a change in control prior to September 1, 2008, it may be required to offer to purchase the Senior Notes at a purchase price equal
to 101% of the accreted value plus accrued and unpaid interest.



Additionally, the terms of the 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. As of September 30, 2004, Holdings was in compliance with all such provisions.



On October 21, 2003, Norcraft and Norcraft Finance Corp., a 100% owned finance subsidiary of Norcraft issued, on a joint and several basis, $150.0 million
aggregate principal amount of 9% Senior Subordinated Notes due 2011. These notes were issued in conjunction with the acquisition of Norcraft by Holdings on October 21, 2003.



Concurrent with the acquisition of Norcraft by Holdings, Norcraft entered into a $70.0 million senior credit facility for up
to $25.0 million in available revolver funds and a $45.0 million term loan maturing on October 21, 2008. The total available credit under the revolver at September 30, 2004 was $21.5 million.



Norcrafts senior credit facility and senior subordinated notes, and
Holdings senior discount notes include various financial covenants including certain leverage and coverage ratios. The ratios are calculated quarterly using EBITDA, which is defined as earnings before interest, taxes, depreciation, and
amortization, and other adjustments allowed under the terms of the credit agreement or indentures governing such debt instruments.



As of September 30, 2004, Norcraft was in compliance with all such covenants.



10



---

|7. | Accrued expenses
|-- | ----------------



Accrued expenses consist of the following:



|                                            |  |                   |        |                  |   |       
|------------------------------------------- |  | ----------------- | ------ | ---------------- | - | ------
|                                            |  | Successor        
|                                            |  | September 30,2004 |        | December 31,2003
|Salaries, wages and employee benefits       |  | $                 | 11,515 |                  | $ | 14,394
|Commissions, rebates and marketing programs |  |                   | 3,879  |                  |   | 3,188 
|Interest                                    |  |                   | 5,814  |                  |   | 2,763 
|Other                                       |  |                   | 3,422  |                  |   | 3,030 
|                                            |  |                   |        |                  |   |       
|                                            |  | $                 | 24,630 |                  | $ | 23,375
|                                            |  |                   |        |                  |   |       



|8. | Restatement of Holdings Financial Statements
|-- | --------------------------------------------



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



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



Summarized below are the significant effects of the restatement:



11



---

Condensed Consolidated Balance Sheets



(in thousands)

(unaudited)



|                                       |  |                                     |         |                        |   |         |          |  |   |        
|-------------------------------------- |  | ----------------------------------- | ------- | ---------------------- | - | ------- | -------- |  | - | -------
|                                       |  | Norcraft Holdings, L.P. (Successor)
|                                       |  | September 30, 2004                 
|                                       |  | As PreviouslyReported               |         | RestatementAdjustments |   |         | Restated
|ASSETS                                 |  |                                     |         |                        |   |         |          |  |   |        
|Current assets:                        |  |                                     |         |                        |   |         |          |  |   |        
|Cash                                   |  | $                                   | 237     |                        | $ |        |          |  | $ | 237    
|Trade accounts receivable, net         |  |                                     | 36,888  |                        |   |        |          |  |   | 36,888 
|Inventories                            |  |                                     | 23,804  |                        |   |        |          |  |   | 23,804 
|Prepaid expenses                       |  |                                     | 1,064   |                        |   |        |          |  |   | 1,064  
|                                       |  |                                     |         |                        |   |         |          |  |   |        
|Total current assets                   |  |                                     | 61,993  |                        |   |        |          |  |   | 61,993 
|                                       |  |                                     |        
|Property, plant and equipment, net     |  |                                     | 34,616  |                        |   |        |          |  |   | 34,616 
|Other assets:                          |  |                                     |         |                        |   |         |          |  |   |        
|Goodwill                               |  |                                     | 148,459 |                        |   |        |          |  |   | 148,459
|Customer relationships, net            |  |                                     | 62,781  |                        |   |        |          |  |   | 62,781 
|Brand names                            |  |                                     | 49,000  |                        |   |        |          |  |   | 49,000 
|Deferred financing costs, net          |  |                                     | 12,978  |                        |   |        |          |  |   | 12,978 
|Display cabinets, net                  |  |                                     | 5,773   |                        |   |        |          |  |   | 5,773  
|Deposits                               |  |                                     | 88      |                        |   |        |          |  |   | 88     
|                                       |  |                                     |         |                        |   |         |          |  |   |        
|Total other assets                     |  |                                     | 279,079 |                        |   |        |          |  |   | 279,079
|                                       |  |                                     |         |                        |   |         |          |  |   |        
|Total assets                           |  | $                                   | 375,688 |                        | $ |        |          |  | $ | 375,688
|                                       |  |                                     |         |                        |   |         |          |  |   |        
|LIABILITIES AND MEMBERS EQUITY        |  |                                     |         |                        |   |         |          |  |   |        
|Current liabilities:                   |  |                                     |         |                        |   |         |          |  |   |        
|Current portion of long-term debt      |  | $                                   |        |                        | $ |        |          |  | $ |       
|Book overdrafts payable                |  |                                     | 1,666   |                        |   |        |          |  |   | 1,666  
|Accounts payable                       |  |                                     | 10,011  |                        |   |        |          |  |   | 10,011 
|Accrued expenses                       |  |                                     | 24,630  |                        |   |        |          |  |   | 24,630 
|Members distribution payable          |  |                                     | 549     |                        |   |        |          |  |   | 549    
|                                       |  |                                     |         |                        |   |         |          |  |   |        
|Total current liabilities              |  |                                     | 36,856  |                        |   |        |          |  |   | 36,856 
|Long-term debt                         |  |                                     | 261,787 |                        |   |        |          |  |   | 261,787
|Members equity subject to put request |  |                                     |        |                        |   | 26,385  |          |  |   | 26,385 
|Members equity                        |  |                                     | 77,045  |                        |   | (26,385 | )        |  |   | 50,660 
|                                       |  |                                     |         |                        |   |         |          |  |   |        
|Total liabilities and members equity  |  | $                                   | 375,688 |                        | $ |        |          |  | $ | 375,688
|                                       |  |                                     |         |                        |   |         |          |  |   |        



12



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Norcraft Holdings, L.P.

Condensed Consolidated Statements of Changes in Members Equity

(in
thousands)

(unaudited)



Successor Basis



|                                                      |  |                         |         |   |                         |   |         |          |  |   |         |  
|----------------------------------------------------- |  | ----------------------- | ------- | - | ----------------------- | - | ------- | -------- |  | - | ------- | -
|                                                      |  | Norcraft Holdings, L.P. |        
|                                                      |  | As Previously Reported  |         |   | Restatement Adjustments |   |         | Restated | 
|Members equity at December 31, 2003                  |  | $                       | 131,763 |   |                         | $ | (22,354 | )        |  | $ | 109,409 |  
|Issuance of members interest                          |  |                         | 3,529   |   |                         |   |        |          |  |   | 3,529   |  
|Accretion on members interest subject to put request |  |                         |        |   |                         |   | (4,031  | )        |  |   | (4,031  | )
|Distribution to members                               |  |                         | (77,182 | ) |                         |   |        |          |  |   | (77,182 | )
|Repurchase of members interest                        |  |                         | (68     | ) |                         |   |        |          |  |   | (68     | )
|Tax dividend accrual                                  |  |                         | (1,985  | ) |                         |   |        |          |  |   | (1,985  | )
|Cumulative translation adjustment                     |  |                         | (91     | ) |                         |   |        |          |  |   | (91     | )
|Net income                                            |  |                         | 21,079  |   |                         |   |        |          |  |   | 21,079  |  
|                                                      |  |                         |         |   |                         |   |         |          |  |   |         |  
|Members equity at September 30, 2004                 |  | $                       | 77,045  |   |                         | $ | (26,385 | )        |  | $ | 50,660  |  
|                                                      |  |                         |         |   |                         |   |         |          |  |   |         |  



13



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Item 4. Controls and Procedures



Evaluation of Disclosure Controls and Procedures



Holdings management, under the supervision of and with the participation of Holdings Chief Executive Officer and Chief Financial
Officer, has evaluated the effectiveness of Holdings disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act), as of the
end of the period covered by this Quarterly Report on Form 10-Q/A. Management had previously concluded Holdings disclosure controls and procedures were effective as of September 30, 2004. However, in connection with the restatement described
below and in Note 8 of this report, management determined that a material weakness existed in Holdings internal control over financial reporting. Because of this material weakness, management determined that Holdings disclosure controls
and procedures were not effective as of September 30, 2004 to ensure that all material information required to be included in Holdings reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the
time periods specified in the rules and forms of the Securities and Exchange Commission. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an
issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuers management, including its principal executive and principal financial officers, or persons performing similar functions, as
appropriate to allow timely decisions regarding required disclosure. To address this material weakness, Holdings management performed additional analysis and other post-closing procedures to ensure that Holdings consolidated financial
statements were prepared in accordance with accounting principles generally accepted in the United States of America. Accordingly, management believes that (i) the consolidated financial statements, as restated, fairly present in all material
respects Holdings financial condition, results of operations and cash flows for the periods presented, and (ii) this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.



Consideration of the Restatement



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



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



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 September 30, 2004, Holdings did not maintain effective control over



17



---

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. In connection with our remedial efforts to date, both the Chief Financial Officer and the Controller of Holdings have evaluated EITF D-98:
Classification and Measurement of Redeemable Securities and other relevant accounting literature. The purpose of this evaluation was to strengthen managements understanding of the appropriate presentation and disclosure of members
equity in accordance with accounting principles generally accepted in the United States of America, specifically related to non-routine transactions.



Changes in Internal Control over Financial Reporting



There have not been any changes in Holdings internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange
Act during Holdings fiscal quarter ended September 30, 2004 that have materially affected, or are reasonably likely to materially affect, Holdings internal control over financial reporting.



Limitations on the Effectiveness of Controls



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



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



18



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SIGNATURES



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



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




|                                                             |  |                                                                        
|------------------------------------------------------------ |  | -----------------------------------------------------------------------
|/s/ Mark Buller                                              |  | /s/ Leigh Ginter                                                       
|Mark Buller                                                  |  | Leigh Ginter                                                           
|Chief Executive Officer                                      |  | Chief Financial Officer                                                
|                                                             | 
|Date: September 20, 2005                                     |  | Date: September 20, 2005                                               
|Signing on behalf of the Registrant and as
principal officer |  | Signing on behalf of the Registrant and as
principal accounting officer



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