UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549





FORM 10-K/A

(Amendment No. 1)







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

For the fiscal year ended December 31, 2008

OR



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

For the transition period from             to

Commission file numbers: 333-119696 and 333-114924





Norcraft Holdings, L.P.

Norcraft
Companies, L.P.

(Exact name of registrants as specified in their certificates of limited partnership)







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

3020 Denmark Avenue, Suite 100

Eagan, MN 55121

(Address of Principal Executive Offices)

(800) 297-0661

(Registrants
Telephone Number, Including Area Code)





Securities registered
pursuant to 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None





Indicate by check mark if the registrants are well-known seasoned issuers, as defined in Rule 405 of the Securities
Act.    Yes   ̈    No  x.

Indicate by check mark if the registrants are not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  x    No   ̈



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 if
disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in
Part III of this Form 10-K or any amendment to this Form 10-K.     ̈.

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



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

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

The aggregate market value of voting and non-voting common equity held by non-affiliates in the case of Norcraft Companies, L.P. is $0 and in the case of
Norcraft Holdings, L.P. is approximately $5.6 million.

This Form 10-K/A is a combined annual 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.









---

EXPLANATORY NOTE

We are filing this Amendment No. 1 on Form 10-K/A (the Amendment) to Norcraft Holdings, L.P. and Norcraft Companies, L.P. (the Company) Annual Report on Form 10-K for the year ended December
31, 2008, as filed with the Securities and Exchange Commission on April 15, 2009 (the Original Filing), solely to correct a typographical error contained in the Norcraft Holdings, L.P. balance sheet regarding the Companys
Members equity. The previously reported amount of Members equity for 2008 was (9,166) and the correct amount was (4,166).

Except as described above, no other changes have been made to the Original Filing, and this Amendment does not otherwise amend, update or change the financial statements or disclosures in the Original Filing.



---

PART II



|Item 8. | Financial Statements and Supplementary Data
|------- | -------------------------------------------

The
financial statements required by this item are set forth starting on page F-1 and the related supplementary data is set forth on page S-1, in each case, to this Amendment.

PART IV



|Item 15. | Exhibits and Financial Statement Schedules
|-------- | ------------------------------------------



| | 1. | Financial Statements.See Index to Consolidated Financial Statements included on Page F-1.
| | -- | -----------------------------------------------------------------------------------------



| | 2. | Financial Statement Schedule. See Schedule II, which is included on page S-1.
| | -- | -----------------------------------------------------------------------------



| | 3. | List of Exhibits.See Index of Exhibits included on page E-1.
| | -- | ------------------------------------------------------------



---

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                                                            
|President and Chief Executive Officer                         |  |  |  | Chief Financial Officer                                                 
|                                                              |  | 
|Date: April 17, 2009                                          |  |  |  | Date: April 17, 2009                                                    
|Signing on behalf of the Registrants and as principal officer |  |  |  | Signing on behalf of the Registrants and as principal accounting officer

Pursuant to the requirements of the Securities Exchange Act
of 1934, this Annual Report on Form 10-K/A has been signed below by the following persons on behalf of the Registrants and in the capacities as of this 17thday of April 2009.



|                       |  |  |  |                                                                                                              
|---------------------- |  |  |  | -------------------------------------------------------------------------------------------------------------
|/s/ Herbert Buller     |  |  |  | Chairman of the Board of Managers of Norcraft GP, L.L.C., the General Partner of the Registrants             
|Herbert Buller         |  |  | 
|                       |  | 
|/s/ Jay Bloom          |  |  |  | Manager of Norcraft GP, L.L.C., the General Partner of the Registrants                                       
|Jay Bloom              |  |  | 
|                       |  | 
|/s/ David Kim          |  |  |  | Manager of Norcraft GP, L.L.C., the General Partner of the Registrants                                       
|David Kim              |  |  | 
|                       |  | 
|/s/ Michael Maselli    |  |  |  | Manager of Norcraft GP, L.L.C., the General Partner of the Registrants                                       
|Michael Maselli        |  |  | 
|                       |  | 
|/s/ Christopher Reilly |  |  |  | Manager of Norcraft GP, L.L.C., the General Partner of the Registrants                                       
|Christopher Reilly     |  |  | 
|                       |  | 
|/s/ Mark Buller        |  |  |  | President, Chief Executive Officer and Manager of Norcraft GP, L.L.C., the General Partner of the Registrants
|Mark Buller            |  |  | 



42



---

Norcraft Holdings, L.P.

Index to Consolidated Financial Statements



|                                                                                                                                     |  |     
|------------------------------------------------------------------------------------------------------------------------------------ |  | ----
|                                                                                                                                     |  | Page
|Report of Independent Registered Public Accounting Firm                                                                              |  | F-2 
|Consolidated Balance Sheets at December 31, 2008 and 2007                                                                            |  | F-4 
|Consolidated Statements of Income for the years ended December 31, 2008, 2007 and 2006                                               |  | F-5 
|Consolidated Statements of Changes in Members Equity and Comprehensive Income for the years ended December 
31, 2008, 2007 and 2006 |  | F-7 
|Consolidated Statements of Cash Flows for the years ended December 31, 2008, 2007 and 2006                                           |  | F-9 
|Notes to Consolidated Financial Statements                                                                                           |  | F-11

Norcraft Companies, L.P.

Index to Consolidated Financial Statements



|                                                                                                                                     |  |     
|------------------------------------------------------------------------------------------------------------------------------------ |  | ----
|                                                                                                                                     |  | Page
|Report of Independent Registered Public Accounting Firm                                                                              |  | F-3 
|Consolidated Balance Sheets at December 31, 2008 and 2007                                                                            |  | F-4 
|Consolidated Statements of Income for the years ended December 31, 2008, 2007 and 2006                                               |  | F-6 
|Consolidated Statements of Changes in Members Equity and Comprehensive Income for the years ended December 31,
 2008, 2007 and 2006 |  | F-8 
|Consolidated Statements of Cash Flows for the years ended December 31, 2008, 2007 and 2006                                           |  | F-10
|Notes to Consolidated Financial Statements                                                                                           |  | F-11



F-1



---

Report of Independent Registered Public Accounting Firm

To the Board of Managers of

Norcraft GP, L.L.C.

In our opinion, the consolidated financial statements listed in the accompanying index on page F-1 present fairly, in all material

respects, the financial position of Norcraft Holdings, L.P. and subsidiaries at December 31, 2008 and 2007, and the results of their operations and their cash flows
for each of the three years in the period ended December 31, 2008 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule appearing on page S-1
presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. These financial statements and financial statement schedule are the responsibility of the
Companys management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits. We conducted our audits of these statements in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management and evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Minneapolis, Minnesota

April 15, 2009



F-2



---

Report of Independent Registered Public Accounting Firm

To the Board of Managers of

Norcraft GP, L.L.C.

In our opinion, the consolidated financial statements listed in the accompanying index on page F-1 present fairly, in all material respects, the financial position of
Norcraft Companies, L.P. and subsidiaries at December 31 2008 and 2007, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2008 in conformity with accounting principles
generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule appearing on page S-1 presents fairly, in all material respects, the information set forth therein when read in conjunction with the
related financial statements. These financial statements and financial statement schedule are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements and financial statement
schedule based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Minneapolis, Minnesota

April 15, 2009



F-3



---

Consolidated Balance Sheets

(dollar amounts in thousands)



|                                       |  |                         |         |                          |      |   |         |  |      |         |  |   |        
|-------------------------------------- |  | ----------------------- | ------- | ------------------------ | ---- | - | ------- |  | ---- | ------- |  | - | -------
|                                       |  | Norcraft Holdings, L.P. |         | Norcraft Companies, L.P.
|                                       |  | December 31,            |         | December 31,            
|                                       |  | 2008                    |         |                          | 2007 |   | 2008    |  | 2007
|ASSETS                                 |  |                         |         |                          |      |   |         |  |      |         |  |   |        
|Current assets:                        |  |                         |         |                          |      |   |         |  |      |         |  |   |        
|Cash and cash equivalents              |  | $                       | 59,406  |                          |      | $ | 28,409  |  | $    | 59,406  |  | $ | 28,409 
|Trade accounts receivable, net         |  |                         | 18,535  |                          |      |   | 26,822  |  |      | 18,535  |  |   | 26,822 
|Inventories                            |  |                         | 20,599  |                          |      |   | 24,088  |  |      | 20,599  |  |   | 24,088 
|Prepaid expenses                       |  |                         | 1,810   |                          |      |   | 2,139   |  |      | 1,810   |  |   | 2,139  
|                                       |  |                         |         |                          |      |   |         |  |      |         |  |   |        
|                                       |  |                         |         |                         
|Total current assets                   |  |                         | 100,350 |                          |      |   | 81,458  |  |      | 100,350 |  |   | 81,458 
|                                       |  |                         |         |                         
|Property, plant and equipment, net     |  |                         | 35,629  |                          |      |   | 39,478  |  |      | 35,629  |  |   | 39,478 
|                                       |  |                         |         |                         
|Other assets:                          |  |                         |         |                          |      |   |         |  |      |         |  |   |        
|Goodwill                               |  |                         | 88,421  |                          |      |   | 148,459 |  |      | 88,421  |  |   | 148,459
|Customer relationships, net            |  |                         | 43,798  |                          |      |   | 48,265  |  |      | 43,798  |  |   | 48,265 
|Brand names                            |  |                         | 35,100  |                          |      |   | 49,000  |  |      | 35,100  |  |   | 49,000 
|Deferred financing costs, net          |  |                         | 4,584   |                          |      |   | 6,116   |  |      | 2,820   |  |   | 3,883  
|Display cabinets, net                  |  |                         | 7,069   |                          |      |   | 10,074  |  |      | 7,069   |  |   | 10,074 
|Other                                  |  |                         | 62      |                          |      |   | 227     |  |      | 62      |  |   | 227    
|                                       |  |                         |         |                          |      |   |         |  |      |         |  |   |        
|Total other assets                     |  |                         | 179,034 |                          |      |   | 262,141 |  |      | 177,270 |  |   | 259,908
|                                       |  |                         |         |                          |      |   |         |  |      |         |  |   |        
|Total assets                           |  | $                       | 315,013 |                          |      | $ | 383,077 |  | $    | 313,249 |  | $ | 380,844
|                                       |  |                         |         |                          |      |   |         |  |      |         |  |   |        
|                                       |  |                         |         |                         
|LIABILITIES AND MEMBERS' EQUITY        |  |                         |         |                          |      |   |         |  |      |         |  |   |        
|                                       |  |                         |         |                         
|Current liabilities:                   |  |                         |         |                          |      |   |         |  |      |         |  |   |        
|Current portion of long-term debt      |  | $                       | 459     |                          |      | $ | 1,959   |  | $    |        |  | $ |       
|Accounts payable                       |  |                         | 6,688   |                          |      |   | 9,786   |  |      | 6,688   |  |   | 9,786  
|Accrued expenses                       |  |                         | 20,268  |                          |      |   | 20,279  |  |      | 16,433  |  |   | 20,279 
|                                       |  |                         |         |                          |      |   |         |  |      |         |  |   |        
|                                       |  |                         |         |                         
|Total current liabilities              |  |                         | 27,415  |                          |      |   | 32,024  |  |      | 23,121  |  |   | 30,065 
|                                       |  |                         |         |                         
|Long-term debt                         |  |                         | 266,000 |                          |      |   | 260,731 |  |      | 148,000 |  |   | 148,000
|Other liabilities                      |  |                         | 459     |                          |      |   | 453     |  |      | 459     |  |   | 453    
|                                       |  |                         |         |                         
|Commitments and contingencies          |  |                         |         |                          |      |   |         |  |      |         |  |   |        
|                                       |  |                         |         |                         
|Members equity subject to put request |  |                         | 25,305  |                          |      |   | 42,331  |  |      |        |  |   |       
|                                       |  |                         |         |                         
|Members equity                        |  |                         | (4,166  | )                        |      |   | 47,538  |  |      | 141,669 |  |   | 202,326
|                                       |  |                         |         |                          |      |   |         |  |      |         |  |   |        
|                                       |  |                         |         |                         
|Total liabilities and members equity  |  | $                       | 315,013 |                          |      | $ | 383,077 |  | $    | 313,249 |  | $ | 380,844
|                                       |  |                         |         |                          |      |   |         |  |      |         |  |   |        

See notes to consolidated financial statements.



F-4



---

Consolidated Statements of Income

(dollar amounts in thousands)



|                                                   |  |                         |         |   |      |   |         |  |   |        
|-------------------------------------------------- |  | ----------------------- | ------- | - | ---- | - | ------- |  | - | -------
|                                                   |  | Norcraft Holdings, L.P.
|                                                   |  | Year Ended December 31,
|                                                   |  | 2008                    |         |   | 2007 |   | 2006   
|Net sales                                          |  | $                       | 331,548 |   |      | $ | 394,042 |  | $ | 440,478
|                                                   |  |                         |        
|Cost of sales                                      |  |                         | 234,427 |   |      |   | 263,500 |  |   | 300,764
|                                                   |  |                         |         |   |      |   |         |  |   |        
|                                                   |  |                         |        
|Gross profit                                       |  |                         | 97,121  |   |      |   | 130,542 |  |   | 139,714
|                                                   |  |                         |        
|Selling, general and administrative expenses       |  |                         | 64,789  |   |      |   | 76,012  |  |   | 75,919 
|                                                   |  |                         |        
|Impairment of goodwill and other intangible assets |  |                         | 73,938  |   |      |   |        |  |   |       
|                                                   |  |                         |         |   |      |   |         |  |   |        
|                                                   |  |                         |        
|Income (loss) from operations                      |  |                         | (41,606 | ) |      |   | 54,530  |  |   | 63,795 
|                                                   |  |                         |        
|Other expense (income):                            |  |                         |         |   |      |   |         |  |   |        
|Interest expense, net                              |  |                         | 24,694  |   |      |   | 23,618  |  |   | 22,654 
|Amortization of deferred financing costs           |  |                         | 1,532   |   |      |   | 1,540   |  |   | 1,498  
|Other, net                                         |  |                         | 151     |   |      |   | 200     |  |   | 150    
|                                                   |  |                         |         |   |      |   |         |  |   |        
|Total other expense (income)                       |  |                         | 26,377  |   |      |   | 25,358  |  |   | 24,302 
|                                                   |  |                         |         |   |      |   |         |  |   |        
|                                                   |  |                         |        
|Net income (loss)                                  |  | $                       | (67,983 | ) |      | $ | 29,172  |  | $ | 39,493 
|                                                   |  |                         |         |   |      |   |         |  |   |        

See notes to consolidated financial statements.



F-5



---

Consolidated Statements of Income

(dollar amounts in thousands)



|                                                   |  |                          |         |   |      |   |         |  |   |        
|-------------------------------------------------- |  | ------------------------ | ------- | - | ---- | - | ------- |  | - | -------
|                                                   |  | Norcraft Companies, L.P.
|                                                   |  | Year Ended December 31, 
|                                                   |  | 2008                     |         |   | 2007 |   | 2006   
|Net sales                                          |  | $                        | 331,548 |   |      | $ | 394,042 |  | $ | 440,478
|                                                   |  |                          |        
|Cost of sales                                      |  |                          | 234,427 |   |      |   | 263,500 |  |   | 300,764
|                                                   |  |                          |         |   |      |   |         |  |   |        
|                                                   |  |                          |        
|Gross profit                                       |  |                          | 97,121  |   |      |   | 130,542 |  |   | 139,714
|                                                   |  |                          |        
|Selling, general and administrative expenses       |  |                          | 64,789  |   |      |   | 76,012  |  |   | 75,919 
|                                                   |  |                          |        
|Impairment of goodwill and other intangible assets |  |                          | 73,938  |   |      |   |        |  |   |       
|                                                   |  |                          |         |   |      |   |         |  |   |        
|                                                   |  |                          |        
|Income (loss) from operations                      |  |                          | (41,606 | ) |      |   | 54,530  |  |   | 63,795 
|                                                   |  |                          |        
|Other expense (income):                            |  |                          |         |   |      |   |         |  |   |        
|Interest expense, net                              |  |                          | 13,341  |   |      |   | 13,104  |  |   | 13,370 
|Amortization of deferred financing costs           |  |                          | 1,063   |   |      |   | 1,111   |  |   | 1,108  
|Other, net                                         |  |                          | 151     |   |      |   | 200     |  |   | 150    
|                                                   |  |                          |         |   |      |   |         |  |   |        
|Total other expense (income)                       |  |                          | 14,555  |   |      |   | 14,415  |  |   | 14,628 
|                                                   |  |                          |         |   |      |   |         |  |   |        
|                                                   |  |                          |        
|Net income (loss)                                  |  | $                        | (56,161 | ) |      | $ | 40,115  |  | $ | 49,167 
|                                                   |  |                          |         |   |      |   |         |  |   |        

See notes to consolidated financial statements.



F-6



---

Consolidated Statements of Changes in Members Equity and Comprehensive
Income

(dollar amounts in thousands)



|                                                      |  |                         |         |   |                                            |   |      |                                            |  |   |         |  
|----------------------------------------------------- |  | ----------------------- | ------- | - | ------------------------------------------ | - | ---- | ------------------------------------------ |  | - | ------- | -
|                                                      |  | Norcraft Holdings, L.P. |        
|                                                      |  | MembersEquity          |         |   | AccumulatedOtherComprehensiveIncome (Loss) |   |      | TotalAccumulatedComprehensiveIncome (Loss) | 
|Members equity at December 31, 2005                  |  | $                       | 51,476  |   |                                            | $ | (130 | )                                          |  | $ | 54,716  |  
|Issuance of members interest                         |  |                         | 1,900   |   |                                            |   |     |                                            |  |   |        |  
|Stock compensation expense                            |  |                         | 1,090   |   |                                            |   |     |                                            |  |   |        |  
|Accretion on members interest subject to put request |  |                         | (2,741  | ) |                                            |   |     |                                            |  |   |        |  
|Distribution to members                               |  |                         | (51,812 | ) |                                            |   |     |                                            |  |   |        |  
|Repurchase of members interest                       |  |                         | (8,233  | ) |                                            |   |     |                                            |  |   |        |  
|Cumulative translation adjustment                     |  |                         | 75      |   |                                            |   | 75   |                                            |  |   | 75      |  
|Net income                                            |  |                         | 39,493  |   |                                            |   |     |                                            |  |   | 39,493  |  
|                                                      |  |                         |         |   |                                            |   |      |                                            |  |   |         |  
|Total comprehensive income                            |  |                         |        |   |                                            |   |     |                                            |  |   | 39,568  |  
|                                                      |  |                         |         |   |                                            |   |      |                                            |  |   |         |  
|Members equity at December 31, 2006                  |  |                         | 31,248  |   |                                            |   | (55  | )                                          |  |   | 94,284  |  
|Adoption of FIN 48                                    |  |                         | (438    | ) |                                            |   |     |                                            |  |   |        |  
|Issuance of members interest                         |  |                         | 562     |   |                                            |   |     |                                            |  |   |        |  
|Stock compensation expense                            |  |                         | 1,185   |   |                                            |   |     |                                            |  |   |        |  
|Accretion of members interest subject to put request |  |                         | 6,504   |   |                                            |   |     |                                            |  |   |        |  
|Distributions to members                              |  |                         | (18,730 | ) |                                            |   |     |                                            |  |   |        |  
|Repurchase of members interest                       |  |                         | (1,966  | ) |                                            |   |     |                                            |  |   |        |  
|Cumulative translation adjustment                     |  |                         | 1       |   |                                            |   | 1    |                                            |  |   | 1       |  
|Net income                                            |  |                         | 29,172  |   |                                            |   |     |                                            |  |   | 29,172  |  
|                                                      |  |                         |         |   |                                            |   |      |                                            |  |   |         |  
|Total comprehensive income                            |  |                         |        |   |                                            |   |     |                                            |  |   | 29,173  |  
|                                                      |  |                         |         |   |                                            |   |      |                                            |  |   |         |  
|Members equity at December 31, 2007                  |  |                         | 47,538  |   |                                            |   | (54  | )                                          |  |   | 123,457 |  
|Stock compensation expense                            |  |                         | 229     |   |                                            |   |     |                                            |  |   |        |  
|Debt conversion                                       |  |                         | 1,532   |   |                                            |   |      |                                            |  |   |         |  
|Accretion of members interest subject to put request |  |                         | 17,026  |   |                                            |   |     |                                            |  |   |        |  
|Distributions to members                              |  |                         | (2,336  | ) |                                            |   |     |                                            |  |   |        |  
|Repurchase of members interest                       |  |                         | (68     | ) |                                            |   |     |                                            |  |   |        |  
|Cumulative translation adjustment                     |  |                         | (104    | ) |                                            |   | (104 | )                                          |  |   | (104    | )
|Net loss                                              |  |                         | (67,983 | ) |                                            |   |     |                                            |  |   | (67,983 | )
|                                                      |  |                         |         |   |                                            |   |      |                                            |  |   |         |  
|Total comprehensive loss                              |  |                         |        |   |                                            |   |     |                                            |  |   | (68,087 | )
|                                                      |  |                         |         |   |                                            |   |      |                                            |  |   |         |  
|Members equity at December 31, 2008                  |  | $                       | (4,166  | ) |                                            | $ | (158 | )                                          |  | $ | 55,370  |  
|                                                      |  |                         |         |   |                                            |   |      |                                            |  |   |         |  

See notes to consolidated financial statements.



F-7



---

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

(dollar amounts in thousands)



|                                     |  |                          |         |   |                                            |   |      |                                            |  |   |         |  
|------------------------------------ |  | ------------------------ | ------- | - | ------------------------------------------ | - | ---- | ------------------------------------------ |  | - | ------- | -
|                                     |  | Norcraft Companies, L.P. |        
|                                     |  | MembersEquity           |         |   | AccumulatedOtherComprehensiveIncome (Loss) |   |      | TotalAccumulatedComprehensiveIncome (Loss) | 
|Members equity at December 31, 2005 |  | $                        | 186,085 |   |                                            | $ | (130 | )                                          |  | $ | 66,429  |  
|Issuance of members interest        |  |                          | 1,900   |   |                                            |   |     |                                            |  |   |        |  
|Stock compensation expense           |  |                          | 1,090   |   |                                            |   |     |                                            |  |   |        |  
|Distribution to member               |  |                          | (51,841 | ) |                                            |   |     |                                            |  |   |        |  
|Repurchase of member interest        |  |                          | (2,355  | ) |                                            |   |     |                                            |  |   |        |  
|Cumulative translation adjustment    |  |                          | 75      |   |                                            |   | 75   |                                            |  |   | 75      |  
|Net income                           |  |                          | 49,167  |   |                                            |   |     |                                            |  |   | 49,167  |  
|                                     |  |                          |         |   |                                            |   |      |                                            |  |   |         |  
|Total comprehensive income           |  |                          |        |   |                                            |   |     |                                            |  |   | 49,242  |  
|                                     |  |                          |         |   |                                            |   |      |                                            |  |   |         |  
|Members equity at December 31, 2006 |  |                          | 184,121 |   |                                            |   | (55  | )                                          |  |   | 115,671 |  
|Adoption of FIN 48                   |  |                          | (438    | ) |                                            |   |     |                                            |  |   |        |  
|Issuance of members interest        |  |                          | 562     |   |                                            |   |     |                                            |  |   |        |  
|Stock compensation expense           |  |                          | 1,185   |   |                                            |   |     |                                            |  |   |        |  
|Distributions to member              |  |                          | (21,254 | ) |                                            |   |     |                                            |  |   |        |  
|Repurchase of member interest        |  |                          | (1,966  | ) |                                            |   |     |                                            |  |   |        |  
|Cumulative translation adjustment    |  |                          | 1       |   |                                            |   | 1    |                                            |  |   | 1       |  
|Net income                           |  |                          | 40,115  |   |                                            |   |     |                                            |  |   | 40,115  |  
|                                     |  |                          |         |   |                                            |   |      |                                            |  |   |         |  
|Total comprehensive income           |  |                          |        |   |                                            |   |     |                                            |  |   | 40,116  |  
|                                     |  |                          |         |   |                                            |   |      |                                            |  |   |         |  
|Members equity at December 31, 2007 |  |                          | 202,326 |   |                                            |   | (54  | )                                          |  |   | 155,787 |  
|Stock compensation expense           |  |                          | 229     |   |                                            |   |     |                                            |  |   |        |  
|Distributions to member              |  |                          | (4,553  | ) |                                            |   |     |                                            |  |   |        |  
|Repurchase of member interest        |  |                          | (68     | ) |                                            |   |     |                                            |  |   |        |  
|Cumulative translation adjustment    |  |                          | (104    | ) |                                            |   | (104 | )                                          |  |   | (104    | )
|Net loss                             |  |                          | (56,161 | ) |                                            |   |     |                                            |  |   | (56,161 | )
|                                     |  |                          |         |   |                                            |   |      |                                            |  |   |         |  
|Total comprehensive loss             |  |                          |        |   |                                            |   |     |                                            |  |   | (56,265 | )
|                                     |  |                          |         |   |                                            |   |      |                                            |  |   |         |  
|Members equity at December 31, 2008 |  | $                        | 141,669 |   |                                            | $ | (158 | )                                          |  | $ | 99,522  |  
|                                     |  |                          |         |   |                                            |   |      |                                            |  |   |         |  

See notes to consolidated financial statements.



F-8



---

Consolidated Statements of Cash Flows

(dollar amounts in thousands)



|                                                                                         |  |                         |         |   |      |   |         |      |  |   |         |  
|---------------------------------------------------------------------------------------- |  | ----------------------- | ------- | - | ---- | - | ------- | ---- |  | - | ------- | -
|                                                                                         |  | Norcraft Holdings, L.P. |        
|                                                                                         |  | Year Ended December 31, |        
|                                                                                         |  | 2008                    |         |   | 2007 |   |         | 2006 | 
|Cash flows from operating activities:                                                    |  |                         |         |   |      |   |         |      |  |   |         |  
|Net income (loss)                                                                        |  | $                       | (67,983 | ) |      | $ | 29,172  |      |  | $ | 39,493  |  
|Adjustments to reconcile net income (loss) to net cash provided by operating activities: |  |                         |         |   |      |   |         |      |  |   |         |  
|Depreciation and amortization of property, plant and equipment                           |  |                         | 6,291   |   |      |   | 5,461   |      |  |   | 4,660   |  
|Amortization:                                                                            |  |                         |         |   |      |   |         |      |  |   |         |  
|Customer relationships                                                                   |  |                         | 4,467   |   |      |   | 4,466   |      |  |   | 4,466   |  
|Deferred financing costs                                                                 |  |                         | 1,532   |   |      |   | 1,540   |      |  |   | 1,498   |  
|Display cabinets                                                                         |  |                         | 7,096   |   |      |   | 6,703   |      |  |   | 5,575   |  
|Impairment of goodwill and other intangible assets                                       |  |                         | 73,938  |   |      |   |        |      |  |   |        |  
|Provision for uncollectible accounts receivable                                          |  |                         | 2,144   |   |      |   | 1,636   |      |  |   | 841     |  
|Provision for obsolete and excess inventory                                              |  |                         | 591     |   |      |   | 638     |      |  |   | 199     |  
|Provision for warranty claims                                                            |  |                         | 3,279   |   |      |   | 3,577   |      |  |   | 4,480   |  
|Accreted interest on senior notes                                                        |  |                         | 7,228   |   |      |   | 10,060  |      |  |   | 9,145   |  
|Stock compensation expense                                                               |  |                         | 229     |   |      |   | 1,185   |      |  |   | 1,090   |  
|Gain on involuntary asset disposal (fire)                                                |  |                         |        |   |      |   | (442    | )    |  |   |        |  
|Loss (gain) on disposal of assets                                                        |  |                         | (1      | ) |      |   | 234     |      |  |   | 30      |  
|Change in operating assets and liabilities:                                              |  |                         |         |   |      |   |         |      |  |   |         |  
|Trade accounts receivable                                                                |  |                         | 6,139   |   |      |   | 7,246   |      |  |   | 424     |  
|Inventories                                                                              |  |                         | 2,750   |   |      |   | (2,613  | )    |  |   | 2,123   |  
|Prepaid expenses                                                                         |  |                         | 317     |   |      |   | (241    | )    |  |   | 35      |  
|Other assets                                                                             |  |                         | 17      |   |      |   | 83      |      |  |   | (196    | )
|Accounts payable and accrued liabilities                                                 |  |                         | (5,691  | ) |      |   | (5,837  | )    |  |   | (3,437  | )
|                                                                                         |  |                         |         |   |      |   |         |      |  |   |         |  
|                                                                                         |  |                         |        
|Net cash provided by operating activities                                                |  |                         | 42,343  |   |      |   | 62,868  |      |  |   | 70,426  |  
|                                                                                         |  |                         |        
|Cash flows from investing activities:                                                    |  |                         |         |   |      |   |         |      |  |   |         |  
|Proceeds from sale of property and equipment                                             |  |                         | 70      |   |      |   | 26      |      |  |   | 97      |  
|Insurance proceeds from involuntary asset disposal (fire)                                |  |                         |        |   |      |   | 496     |      |  |   |        |  
|Purchase of property, plant and equipment                                                |  |                         | (3,047  | ) |      |   | (6,945  | )    |  |   | (6,659  | )
|Additions to display cabinets                                                            |  |                         | (4,091  | ) |      |   | (7,774  | )    |  |   | (6,138  | )
|                                                                                         |  |                         |         |   |      |   |         |      |  |   |         |  
|                                                                                         |  |                         |        
|Net cash used in investing activities                                                    |  |                         | (7,068  | ) |      |   | (14,197 | )    |  |   | (12,700 | )
|                                                                                         |  |                         |        
|Cash flows from financing activities:                                                    |  |                         |         |   |      |   |         |      |  |   |         |  
|Payment of financing costs                                                               |  |                         |        |   |      |   |        |      |  |   | (758    | )
|Book overdrafts payable                                                                  |  |                         |        |   |      |   |        |      |  |   | (1,666  | )
|Payment on term loans to former equity holders                                           |  |                         | (1,959  | ) |      |   | (1,960  | )    |  |   |        |  
|Repurchase of senior subordinated notes                                                  |  |                         |        |   |      |   | (2,000  | )    |  |   |        |  
|Proceeds from issuance of member interests                                               |  |                         |        |   |      |   | 562     |      |  |   | 1,900   |  
|Repurchase of members interests                                                         |  |                         | (68     | ) |      |   | (1,966  | )    |  |   | (2,355  | )
|Distributions to members                                                                 |  |                         | (2,336  | ) |      |   | (18,730 | )    |  |   | (51,812 | )
|                                                                                         |  |                         |         |   |      |   |         |      |  |   |         |  
|                                                                                         |  |                         |        
|Net cash used in financing activities                                                    |  |                         | (4,363  | ) |      |   | (24,094 | )    |  |   | (54,691 | )
|                                                                                         |  |                         |        
|Effect of exchange rates on cash                                                         |  |                         | 85      |   |      |   | (96     | )    |  |   | (40     | )
|                                                                                         |  |                         |         |   |      |   |         |      |  |   |         |  
|                                                                                         |  |                         |        
|Net increase in cash                                                                     |  |                         | 30,997  |   |      |   | 24,481  |      |  |   | 2,995   |  
|                                                                                         |  |                         |        
|Cash, beginning of the period                                                            |  |                         | 28,409  |   |      |   | 3,928   |      |  |   | 933     |  
|                                                                                         |  |                         |         |   |      |   |         |      |  |   |         |  
|                                                                                         |  |                         |        
|Cash, end of period                                                                      |  | $                       | 59,406  |   |      | $ | 28,409  |      |  | $ | 3,928   |  
|                                                                                         |  |                         |         |   |      |   |         |      |  |   |         |  
|                                                                                         |  |                         |        
|Supplemental disclosure of cash flow information:                                        |  |                         |         |   |      |   |         |      |  |   |         |  
|Cash paid during the period for interest                                                 |  | $                       | 14,375  |   |      | $ | 14,475  |      |  | $ | 14,184  |  
|                                                                                         |  |                         |        
|Supplemental disclosure of non-cash transactions:                                        |  |                         |         |   |      |   |         |      |  |   |         |  
|Members interest issue for consideration other than cash                                |  | $                       | 1,532   |   |      | $ |        |      |  | $ |        |  
|Members interest repurchase for consideration other than cash                           |  | $                       |        |   |      | $ |        |      |  | $ | 5,878   |  



F-9



---

Consolidated Statements of Cash Flows

(dollar amounts in thousands)



|                                                                                         |  |                          |         |   |      |   |         |      |  |   |         |  
|---------------------------------------------------------------------------------------- |  | ------------------------ | ------- | - | ---- | - | ------- | ---- |  | - | ------- | -
|                                                                                         |  | Norcraft Companies, L.P. |        
|                                                                                         |  | Year Ended December 31,  |        
|                                                                                         |  | 2008                     |         |   | 2007 |   |         | 2006 | 
|Cash flows from operating activities:                                                    |  |                          |         |   |      |   |         |      |  |   |         |  
|Net income (loss)                                                                        |  | $                        | (56,161 | ) |      | $ | 40,115  |      |  | $ | 49,167  |  
|Adjustments to reconcile net income (loss) to net cash provided by operating activities: |  |                          |         |   |      |   |         |      |  |   |         |  
|Depreciation and amortization of property, plant and equipment                           |  |                          | 6,291   |   |      |   | 5,461   |      |  |   | 4,660   |  
|Amortization:                                                                            |  |                          |         |   |      |   |         |      |  |   |         |  
|Customer relationships                                                                   |  |                          | 4,467   |   |      |   | 4,466   |      |  |   | 4,466   |  
|Deferred financing costs                                                                 |  |                          | 1,063   |   |      |   | 1,111   |      |  |   | 1,108   |  
|Display cabinets                                                                         |  |                          | 7,096   |   |      |   | 6,703   |      |  |   | 5,575   |  
|Impairment of goodwill and other intangible assets                                       |  |                          | 73,938  |   |      |   |        |      |  |   |        |  
|Provision for uncollectible accounts receivable                                          |  |                          | 2,144   |   |      |   | 1,636   |      |  |   | 841     |  
|Provision for obsolete and excess inventory                                              |  |                          | 591     |   |      |   | 638     |      |  |   | 199     |  
|Provision for warranty claims                                                            |  |                          | 3,279   |   |      |   | 3,577   |      |  |   | 4,480   |  
|Stock compensation expense                                                               |  |                          | 229     |   |      |   | 1,185   |      |  |   | 1,090   |  
|Gain on involuntary asset disposal (fire)                                                |  |                          |        |   |      |   | (442    | )    |  |   |        |  
|Loss on disposal of assets                                                               |  |                          | (1      | ) |      |   | 234     |      |  |   | 30      |  
|Change in operating assets and liabilities:                                              |  |                          |         |   |      |   |         |      |  |   |         |  
|Trade accounts receivable                                                                |  |                          | 6,139   |   |      |   | 7,246   |      |  |   | 424     |  
|Inventories                                                                              |  |                          | 2,750   |   |      |   | (2,613  | )    |  |   | 2,123   |  
|Prepaid expenses                                                                         |  |                          | 317     |   |      |   | (241    | )    |  |   | 35      |  
|Other assets                                                                             |  |                          | 17      |   |      |   | 83      |      |  |   | (196    | )
|Accounts payable and accrued liabilities                                                 |  |                          | (9,558  | ) |      |   | (5,837  | )    |  |   | (3,437  | )
|                                                                                         |  |                          |         |   |      |   |         |      |  |   |         |  
|                                                                                         |  |                          |        
|Net cash provided by operating activities                                                |  |                          | 42,601  |   |      |   | 63,322  |      |  |   | 70,565  |  
|                                                                                         |  |                          |        
|Cash flows from investing activities:                                                    |  |                          |         |   |      |   |         |      |  |   |         |  
|Proceeds from sale of property and equipment                                             |  |                          | 70      |   |      |   | 26      |      |  |   | 97      |  
|Insurance proceeds from involuntary asset disposal (fire)                                |  |                          |        |   |      |   | 496     |      |  |   |        |  
|Purchase of property, plant and equipment                                                |  |                          | (3,047  | ) |      |   | (6,945  | )    |  |   | (6,659  | )
|Additions to display cabinets                                                            |  |                          | (4,091  | ) |      |   | (7,774  | )    |  |   | (6,138  | )
|                                                                                         |  |                          |         |   |      |   |         |      |  |   |         |  
|                                                                                         |  |                          |        
|Net cash used in investing activities                                                    |  |                          | (7,068  | ) |      |   | (14,197 | )    |  |   | (12,700 | )
|                                                                                         |  |                          |        
|Cash flows from financing activities:                                                    |  |                          |         |   |      |   |         |      |  |   |         |  
|Payment of financing costs                                                               |  |                          |        |   |      |   |        |      |  |   | (758    | )
|Book overdrafts payable                                                                  |  |                          |        |   |      |   |        |      |  |   | (1,666  | )
|Repurchase of senior subordinated notes                                                  |  |                          |        |   |      |   | (2,000  | )    |  |   |        |  
|Proceeds from issuance of member interests                                               |  |                          |        |   |      |   | 562     |      |  |   | 1,900   |  
|Repurchase of members interests                                                          |  |                          | (68     | ) |      |   | (1,966  | )    |  |   | (2,355  | )
|Distributions to member                                                                  |  |                          | (4,553  | ) |      |   | (21,254 | )    |  |   | (51,841 | )
|                                                                                         |  |                          |         |   |      |   |         |      |  |   |         |  
|                                                                                         |  |                          |        
|Net cash used in financing activities                                                    |  |                          | (4,621  | ) |      |   | (24,658 | )    |  |   | (54,720 | )
|                                                                                         |  |                          |        
|Effect of exchange rates on cash                                                         |  |                          | 85      |   |      |   | (96     | )    |  |   | (40     | )
|                                                                                         |  |                          |         |   |      |   |         |      |  |   |         |  
|                                                                                         |  |                          |        
|Net increase in cash                                                                     |  |                          | 30,997  |   |      |   | 24,371  |      |  |   | 3,105   |  
|                                                                                         |  |                          |        
|Cash, beginning of the period                                                            |  |                          | 28,409  |   |      |   | 4,038   |      |  |   | 933     |  
|                                                                                         |  |                          |         |   |      |   |         |      |  |   |         |  
|                                                                                         |  |                          |        
|Cash, end of period                                                                      |  | $                        | 59,406  |   |      | $ | 28,409  |      |  | $ | 4,038   |  
|                                                                                         |  |                          |         |   |      |   |         |      |  |   |         |  
|                                                                                         |  |                          |        
|Supplemental disclosure of cash flow information:                                        |  |                          |         |   |      |   |         |      |  |   |         |  
|Cash paid during the period for interest                                                 |  | $                        | 10,250  |   |      | $ | 14,021  |      |  | $ | 14,045  |  



F-10



---

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

Notes to Consolidated Financial Statements

(dollar amounts in thousands)



|1. | Basis of Presentation and Change in Reporting Entity
|-- | ----------------------------------------------------

The accompanying financial statements are those of Norcraft Holdings, L.P. (Holdings) and one of its wholly owned subsidiaries Norcraft Companies, L.P. (Norcraft). Holdings and Norcraft are collectively referred to
as the Company.

The consolidated financial statements of Holdings
include the accounts of its 100% owned subsidiary, Norcraft Intermediate Holdings, L.P., who has two wholly owned subsidiaries, Norcraft and Norcraft Capital Corp. In August 2004, Holdings and Norcraft Capital Corp. issued $118.0 million of 93/4% senior discount notes for gross proceeds of $80.3 million. Holdings and Norcraft Capital Corp. are the sole obligors of these
notes. Other than the foregoing debt obligations, related deferred issuance costs, and related interest and amortization expense, all other assets, liabilities, income, expenses and cash flows of the consolidated financial statements of Holdings
presented for all periods represent those of its wholly-owned subsidiary Norcraft.

Norcraft GP, L.L.C. (Norcraft GP), a
Delaware limited liability company, is the general partner of Holdings and Norcraft. Norcraft GP does not hold any equity interest in Holdings or Norcraft, but as a general partner of each entity, it controls both entities. The members of Norcraft
GP are SKM Norcraft Corp., Trimaran Cabinet Corp. and Buller Norcraft Holdings, L.L.C. Norcraft GP has not been capitalized and has no assets or liabilities as of December 31, 2008 or 2007. 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 information in the
notes herein relate to both Holdings and Norcraft.



|2. | Nature of Company
|-- | -----------------

The Company is a manufacturer
and national distributor of kitchen and bathroom cabinetry to dealers, wholetailers who sell to end users in the repair and remodeling and new home construction markets, contractors, builders and home centers. Manufacturing is conducted from owned
premises located in Kansas, Minnesota, North Carolina, South Dakota, Virginia and Winnipeg, Canada.

The Company has aggregated its three
significant operating segments into one reportable segment, based on similar products, production processes, types of customers, distribution methods and economic characteristics.



|3. | Significant Accounting Policies
|-- | -------------------------------

Cash and
Cash Equivalents

For purposes of reporting cash and cash equivalents, the Company considers all highly liquid investments having
maturities when acquired of three months or less to be cash equivalents. A substantial portion of the Companys cash is held by a single financial institution.

Accounts Receivable and Concentrations of Credit Risk

The Companys customers operate in
the repair and remodeling and new home construction markets; accordingly, their credit worthiness is affected by cyclical trends and general conditions in those markets. Concentrations of credit risk with respect to trade receivables are limited to
some extent by its large number of customers and their geographic dispersion. The Company generally does not require collateral from its customers, but does maintain allowances for estimated uncollectible accounts receivable based on historical
experience and specifically identified at-risk accounts. The adequacy of the allowance is evaluated on an ongoing and periodic basis and adjustments are made in the period in which a change in condition occurs. The Companys largest customer
accounted for approximately 16.6% and 11.8% in 2008 and 2007, respectively.



F-11



---

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

Notes to Consolidated Financial Statements

(dollar amounts in thousands)



Inventories

The Company states inventory at the lower of cost or market with cost established using the first-in, first-out (FIFO) method. The Company makes
provisions for estimated obsolete or excess inventories. These provisions are based on historical experience, market conditions and other assumptions and judgment by management. Estimated losses for such obsolete or excess inventory are recorded in
the periods in which those conditions arise.

Property, Plant and Equipment

Property, plant and equipment are recorded at cost. Expenditures for major renewals and betterments that extend lives of assets are capitalized, while
expenditures for maintenance and repairs are charged to operations as incurred. Depreciation and amortization is computed using the straight-line method over the estimated useful lives: buildings and leasehold improvements  20 years or the
life of the underlying lease, factory equipment  7 years, vehicles  5 years, office and data processing equipment  3 to 5 years. The cost and related accumulated depreciation and amortization of assets sold or otherwise disposed of
are removed from the related accounts, and resulting gains or losses are reflected in operations.

Display Cabinets

The cost of cabinetry displays are capitalized when provided to the Companys dealers and are amortized over 36 months, which
represents the period they are expected to be on display for customer viewing.

Other Intangible Assets

Identifiable intangible assets consist of customer relationships. The customer relationship intangible asset is being amortized using the straight-line
method over its estimated useful life of 15 years based on historical and expected customer attrition rates. Straight-line amortization reflects an appropriate allocation of cost of the intangible asset to earnings in proportion to the amount of
economic benefits obtained by the Company in each reporting period.

Amortization expense related to customer relationships of $4.5 million
for each of the years ended December 31, 2008, 2007 and 2006 is included in selling, general and administrative expenses in the consolidated statements of income. Annual amortization expense for each of the next five years is expected to be
$4.5 million per year.

It is the Companys policy to value intangible assets at the lower of unamortized cost or fair value.
Management reviews the valuation and amortization of intangible assets and the estimated useful lives of its identifiable intangible assets on a periodic basis, taking into consideration any events or circumstances which might result in diminished
fair value or revised useful life.

Indefinite-Lived Intangible Assets and Goodwill

Indefinite-lived assets are brand names, consisting of Mid Continent®, UltraCraft®, StarMark® and Fieldstone® are considered indefinite lived intangible assets. Indefinite lived intangible assets are not amortized. Instead, the Company makes annual assessments, or as events or circumstances indicate that the asset might be impaired, separately from
goodwill, to evaluate realizability of carrying values. The total fair value of brand names prior to impairment was $49.0 million. The fair value of the indefinite-lived assets is determined for the annual impairment test using the Royalty Savings
Method, which is a variation of the income approach. A discount rate of 14.0% was used plus a premium of 1.0% based on the nature of the asset. During the fourth quarter of 2008, an impairment charge of $13.9 million was recognized for brand names.

Our significant reporting units for the purpose of performing the impairment analysis tests for goodwill consist of Mid Continent,
UltraCraft and StarMark. For the purpose of performing the required impairment tests, we primarily apply a present value (discounted cash flow) method to determine the fair value of the reporting units with goodwill. We perform our annual impairment
test of goodwill and indefinite-lived intangible assets during the fourth quarter.

Our reporting units are composed of either a discrete
business or an aggregation of businesses with similar economic characteristics. Certain factors may result in the need to perform an impairment test prior to the fourth quarter, including significant underperformance of our business relative to
expected operating results, significant adverse economic and industry trends, and a decision to divest an individual business within a reporting unit.

Goodwill impairment is determined using a two-step process. The first step is to identify if a potential impairment exists by comparing the fair value of a reporting unit with its carrying amount, including goodwill.
If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not considered to have a potential impairment and the second step of the process is not necessary. However, if the carrying amount of a reporting
unit exceeds its fair value, the second step is performed to determine if goodwill is impaired and to measure the amount of impairment loss to recognize, if any.



F-12



---

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

Notes to Consolidated Financial Statements

(dollar amounts in thousands)



The second step, if necessary, compares the implied fair value of goodwill with the carrying amount
of goodwill. If the implied fair value of goodwill exceeds the carrying amount, then goodwill is not considered impaired. However, if the carrying amount of goodwill exceeds the implied fair value, an impairment loss is recognized in an amount equal
to that excess.

We estimate the fair value of our reporting units, using various valuation techniques, with the primary technique being a
discounted cash flow analysis. A discounted cash flow analysis requires us to make various judgmental assumptions about sales, operating margins, growth rates and discount rates. Assumptions about discount rates are based on a weighted-average cost
of capital derived from observable market inputs and comparable company data. Assumptions about sales, operating margins, and growth rates are based on our forecasts, business plans, economic projections, anticipated future cash flows and
marketplace data. Assumptions are also made for varying perpetual growth rates for periods beyond the long-term business plan period. Because of the increased uncertainty resulting from worsening global economic conditions, our revenue projections
generally assumed reductions in 2009 and a period of recovery beginning in 2010.

In evaluating the fair value of all our reporting units,
we assumed revenue declines for 2009 from 2008 reflecting a continuation of weakness in the home-building and remodeling markets. We then assumed revenue in 2010 to begin to show recovery. We also assumed a discount rate of 14.0% and a perpetual
growth rate of 2.0% reflecting the market conditions in the fourth quarter of 2008.

Our first step impairment analysis for 2008 indicated
that the fair value of the Mid Continent and UltraCraft reporting units did not exceed their carrying values.

This impairment test and
subsequent valuation resulted in a total impairment charge of $73.9 million in the fourth quarter of fiscal 2008. Of the total impairment charge, $60.0 million was attributable to goodwill and $13.9 million was attributable to brand names. A summary
of impairment charges by reporting unit is as follows:



|                  |  |              |        |   |            |   |        |          |  |   |        |   |  |              |         |   |            |   |         |          |  |       |        |   |  |   |        |  |   |         |  
|----------------- |  | ------------ | ------ | - | ---------- | - | ------ | -------- |  | - | ------ | - |  | ------------ | ------- | - | ---------- | - | ------- | -------- |  | ----- | ------ | - |  | - | ------ |  | - | ------- | -
|                  |  | Brand Names  |        |   | Goodwill   |  
|                  |  | MidContinent |        |   | UltraCraft |   |        | StarMark |  |   | Total  |   |  | MidContinent |         |   | UltraCraft |   |         | StarMark |  | Total |       
|Beginning balance |  | $            | 28,700 |   |            | $ | 7,500  |          |  | $ | 12,800 |   |  | $            | 49,000  |   |            | $ | 90,507  |          |  | $     | 11,691 |   |  | $ | 46,261 |  | $ | 148,459 |  
|Impairment        |  |              | (7,700 | ) |            |   | (3,900 | )        |  |   | (2,300 | ) |  |              | (13,900 | ) |            |   | (51,911 | )        |  |       | (8,127 | ) |  |   |       |  |   | (60,038 | )
|                  |  |              |        |   |            |   |        |          |  |   |        |   |  |              |         |   |            |   |         |          |  |       |        |   |  |   |        |  |   |         |  
|Ending balance    |  | $            | 21,000 |   |            | $ | 3,600  |          |  | $ | 10,500 |   |  | $            | 35,100  |   |            | $ | 38,596  |          |  | $     | 3,564  |   |  | $ | 46,261 |  | $ | 88,421  |  
|                  |  |              |        |   |            |   |        |          |  |   |        |   |  |              |         |   |            |   |         |          |  |       |        |   |  |   |        |  |   |         |  

We may need to perform an impairment test prior to the fourth quarter of 2009, if revenues or
results for any of these reporting units fall significantly below our estimates during 2009, the perpetual growth rate decreases significantly, the discount rate increases significantly, or other key assumptions used in our fair value calculations
in the fourth quarter of 2008 change.

Deferred Financing Costs

Debt issuance costs are deferred and amortized to deferred financing expense using the interest method over the terms of the related debt. Holdings
amortization of such costs for each of the fiscal years 2008, 2007 and 2006 totaled approximately $1.5 million.

Norcrafts
amortization of such costs for each of the fiscal years 2008, 2007 and 2006 totaled approximately $1.1 million.

Future estimated aggregate
amortization expense at December 31, 2008 is as follows:



|                         |  |                        |       |                         |   |      
|------------------------ |  | ---------------------- | ----- | ----------------------- | - | -----
|Year Ending December 31, |  | NorcraftHoldings, L.P. |       | NorcraftCompanies, L.P.
|2009                     |  | $                      | 1,541 |                         | $ | 1,063
|2010                     |  |                        | 1,541 |                         |   | 1,063
|2011                     |  |                        | 1,172 |                         |   | 694  
|2012                     |  |                        | 330   |                         |   |     

Foreign Currency Translation/Transactions

The financial statements of the Companys Canadian subsidiary are translated into U.S. dollars for consolidation. All assets and liabilities are
translated using period-end exchange rates and statement of operations items are translated using average exchange rates for the period. The resulting translation adjustments are recorded as a separate component of members equity. Also
recorded as translation adjustments in members equity are transaction gains and losses on long-term intercompany balances for which settlement is not planned or anticipated in the foreseeable future. Other foreign currency transaction gains
and losses are included in determining net income, but have not been material in any of the periods presented.

Revenue
Recognition

Revenue is recognized upon delivery of product, which represents the point at which ownership transfers to the
customer. Net sales represent gross sales less deductions taken for sales returns, freight charge backs and incentive rebate programs. These deductions are based on historical experience, market conditions and terms of the applicable marketing
agreements with the customers.



F-13



---

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

Notes to Consolidated Financial Statements

(dollar amounts in thousands)



Shipping and Handling Costs

The Company classifies freight chargeback billings to customers as a component of net sales in the statement of income and the related cost is included as
a component of cost of sales.

Advertising

The Company expenses all advertising costs as incurred. Advertising expense was $0.4 million, $0.5 million and $0.5 million for the years ended December 31, 2008, 2007 and 2006, respectively.

Volume-Based Incentives

These
incentives typically involve rebates or refunds of a specified amount of cash consideration that are redeemable only if the customer completes a specified cumulative level of sales transactions. Under incentive programs of this nature, the Company
estimates the anticipated rebate to be paid and allocates a portion of the estimated cost of the rebate to each underlying sales transaction with the customer. The estimated rebates are recorded as a reduction of revenue in the period of sale based
on historical redemption rates.

Marketing Programs

Under these arrangements the Company agrees to reimburse certain of its customers for a portion of the costs incurred by the customer to advertise and
promote certain of the Companys products. The Company recognizes the cost of cooperative advertising programs in the period in which the advertising and promotional activity takes place. The actual costs of these programs are included in
selling, general and administrative expenses in the statement of income.

Product Warranties

The Company provides warranties for its products ranging from three years up to the life of the product. Estimated costs to be incurred for such
warranties are provided for in the period of sale based on historical claim rates as a component of cost of sales in the statement of income. (See Part IV, Item 15, Exhibits and Financial Statement Schedules, Note 4,
Supplemental Financial Statement Information)

Income Taxes

The Company consists of two limited partnerships, whereby income is allocated to its limited partners for inclusion in their respective tax returns.
Accordingly, no liability or provision for federal income taxes and deferred income taxes attributable to the Companys operations are included in the accompanying financial statements. While the Company is subject to various state and local
taxes at the entity level and files income tax returns in various jurisdictions, these amounts have historically been insignificant. The Company classifies taxes, interest and penalties as a component of other expense.

Use of Estimates

The
preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and
liabilities at the date of the financial statements, as well as the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.



F-14



---

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

Notes to Consolidated Financial Statements

(dollar amounts in thousands)



|4. | Supplemental Financial Statement Information
|-- | --------------------------------------------

Trade Accounts Receivable

Trade accounts receivable for Holdings and Norcraft consists of the following:



|                                           |  |      |        |   |      |   |        |  
|------------------------------------------ |  | ---- | ------ | - | ---- | - | ------ | -
|                                           |  | 2008 |        |   | 2007 |  
|Trade accounts receivable                  |  | $    | 20,557 |   |      | $ | 28,684 |  
|Less: allowance for uncollectible accounts |  |      | (2,022 | ) |      |   | (1,862 | )
|                                           |  |      |        |   |      |   |        |  
|Trade accounts receivable, net             |  | $    | 18,535 |   |      | $ | 26,822 |  
|                                           |  |      |        |   |      |   |        |  

Inventories

Inventories for Holding and Norcraft consist of the following:



|                           |  |      |        |      |   |       
|-------------------------- |  | ---- | ------ | ---- | - | ------
|                           |  | 2008 |        | 2007
|Raw materials and supplies |  | $    | 14,648 |      | $ | 15,442
|Work in process            |  |      | 2,942  |      |   | 4,752 
|Finished goods             |  |      | 3,009  |      |   | 3,894 
|                           |  |      |        |      |   |       
|                           |  | $    | 20,599 |      | $ | 24,088
|                           |  |      |        |      |   |       

Supplier Concentration

The Company purchased approximately 16.7%, 15.9% and 15.2% of its raw materials during 2008, 2007 and 2006, respectively, from its largest supplier.

Property, Plant and Equipment

Property, plant and equipment for Holdings and Norcraft consist of the following:



|                                     |  |      |         |   |      |   |         |  
|------------------------------------ |  | ---- | ------- | - | ---- | - | ------- | -
|                                     |  | 2008 |         |   | 2007 |  
|Land                                 |  | $    | 2,872   |   |      | $ | 2,872   |  
|Buildings and improvements           |  |      | 23,849  |   |      |   | 23,657  |  
|Factory equipment                    |  |      | 26,716  |   |      |   | 24,780  |  
|Vehicles                             |  |      | 243     |   |      |   | 158     |  
|Office and data processing equipment |  |      | 5,978   |   |      |   | 5,694   |  
|Construction in progress             |  |      | 451     |   |      |   | 804     |  
|                                     |  |      |         |   |      |   |         |  
|                                     |  |      | 60,109  |   |      |   | 57,965  |  
|Less: accumulated depreciation       |  |      | (24,480 | ) |      |   | (18,487 | )
|                                     |  |      |         |   |      |   |         |  
|                                     |  | $    | 35,629  |   |      | $ | 39,478  |  
|                                     |  |      |         |   |      |   |         |  

Accrued expenses

Accrued expenses consist of the following:



|                                            |  |                         |        |                          |   |        |  |      |        |  |   |       
|------------------------------------------- |  | ----------------------- | ------ | ------------------------ | - | ------ |  | ---- | ------ |  | - | ------
|                                            |  | Norcraft Holdings, L.P. |        | Norcraft Companies, L.P.
|                                            |  | 2008                    |        | 2007                     |   | 2008   |  | 2007
|Salaries, wages and employee benefits       |  | $                       | 6,104  |                          | $ | 7,594  |  | $    | 6,104  |  | $ | 7,594 
|Commissions, rebates and marketing programs |  |                         | 3,145  |                          |   | 4,148  |  |      | 3,191  |  |   | 4,148 
|Workers compensation                       |  |                         | 2,510  |                          |   | 2,448  |  |      | 2,464  |  |   | 2,448 
|Interest                                    |  |                         | 6,055  |                          |   | 2,300  |  |      | 2,220  |  |   | 2,300 
|Other, including product warranty accruals  |  |                         | 2,454  |                          |   | 3,789  |  |      | 2,454  |  |   | 3,789 
|                                            |  |                         |        |                          |   |        |  |      |        |  |   |       
|                                            |  | $                       | 20,268 |                          | $ | 20,279 |  | $    | 16,433 |  | $ | 20,279
|                                            |  |                         |        |                          |   |        |  |      |        |  |   |       



F-15



---

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

Notes to Consolidated Financial Statements

(dollar amounts in thousands)



Product Warranties

Product warranty activity is as follows for Norcraft Holdings, L.P. and Norcraft Companies, L.P.:



|                                   |  |      |        |   |      |   |        |      |  |   |        |  
|---------------------------------- |  | ---- | ------ | - | ---- | - | ------ | ---- |  | - | ------ | -
|                                   |  | 2008 |        |   | 2007 |   |        | 2006 | 
|Beginning balance                  |  | $    | 776    |   |      | $ | 871    |      |  | $ | 843    |  
|Accruals for warrantiescurrent    |  |      | 3,373  |   |      |   | 3,577  |      |  |   | 4,480  |  
|Settlements made during the period |  |      | (3,514 | ) |      |   | (3,672 | )    |  |   | (4,452 | )
|                                   |  |      |        |   |      |   |        |      |  |   |        |  
|                                   |  |      |       
|Ending balance                     |  | $    | 635    |   |      | $ | 776    |      |  | $ | 871    |  
|                                   |  |      |        |   |      |   |        |      |  |   |        |  

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



|5. | Income TaxesAdoption of FIN 48
|-- | -------------------------------

Effective
January 1, 2007, the Company adopted FIN 48, Accounting for Uncertainty in Income Taxesan Interpretation of FASB Statement No. 109 ("FIN 48"), which provides a comprehensive model for the recognition, measurement and disclosure in
financial statements of uncertain income tax positions that a company has taken or expects to take on a tax return. The Company accrues interest and related penalties, if applicable, on all tax exposures for which reserves have been established
consistent with jurisdictional tax laws. Upon the adoption of FIN 48, the Company recorded a reserve for unrecognized state and local tax benefits totaling $0.4 million as an increase to other long-term liabilities, with a corresponding decrease to
retained earnings. The transition adjustment included $0.2 million of interest and penalties, as of January 1, 2007. The Companys accrual for these tax exposures was $0.5 million at December 31, 2008 and 2007.

The Company is subject to tax examinations by tax authorities in numerous states until the applicable statute of limitations expire. The Company does not
anticipate significant changes in the amount of unrecognized tax benefits over the next year.



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

Long-term debt consists of the
following:



|                                                                                         |  |                         |         |                          |   |         |  |      |         |  |   |        
|---------------------------------------------------------------------------------------- |  | ----------------------- | ------- | ------------------------ | - | ------- |  | ---- | ------- |  | - | -------
|                                                                                         |  | Norcraft Holdings, L.P. |         | Norcraft Companies, L.P.
|                                                                                         |  | 2008                    |         | 2007                     |   | 2008    |  | 2007
|Senior subordinated notes payable (due in 2011 with semi-annual interest payments at 9%) |  | $                       | 148,000 |                          | $ | 148,000 |  | $    | 148,000 |  | $ | 148,000
|                                                                                         |  |                         |         |                         
|Unsecured notes (due in 2009 with interest at 8.45%)                                     |  |                         | 459     |                          |   | 3,918   |  |      |        |  |   |       
|                                                                                         |  |                         |         |                         
|Senior discount notes payable (due in 2012 with interest payments accreting at 9.75%)    |  |                         | 118,000 |                          |   | 118,000 |  |      |        |  |   |       
|                                                                                         |  |                         |         |                          |   |         |  |      |         |  |   |        
|                                                                                         |  |                         |         |                         
|Total debt                                                                               |  |                         | 266,459 |                          |   | 269,918 |  |      | 148,000 |  |   | 148,000
|                                                                                         |  |                         |         |                         
|Less discount                                                                            |  |                         |        |                          |   | 7,228   |  |      |        |  |   |       
|                                                                                         |  |                         |         |                         
|Less current portion                                                                     |  |                         | 459     |                          |   | 1,959   |  |      |        |  |   |       
|                                                                                         |  |                         |         |                          |   |         |  |      |         |  |   |        
|                                                                                         |  |                         |         |                         
|Long-term debt                                                                           |  | $                       | 266,000 |                          | $ | 260,731 |  | $    | 148,000 |  | $ | 148,000
|                                                                                         |  |                         |         |                          |   |         |  |      |         |  |   |        



F-16



---

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

Notes to Consolidated Financial Statements

(dollar amounts in thousands)



Future maturities of long-term debt at December 31, 2008 are as follows:



|                         |  |                        |         |                         |   |        
|------------------------ |  | ---------------------- | ------- | ----------------------- | - | -------
|Year Ending December 31, |  | NorcraftHoldings, L.P. |         | NorcraftCompanies, L.P.
|2009                     |  | $                      | 459     |                         | $ |       
|2010                     |  |                        |        |                         |   |       
|2011                     |  |                        | 148,000 |                         |   | 148,000
|2012                     |  |                        | 118,000 |                         |   |       
|                         |  |                        |         |                         |   |        
|                         |  | $                      | 266,459 |                         | $ | 148,000
|                         |  |                        |         |                         |   |        

Senior Credit Facility

Norcraft had a senior credit facility, as amended, with a syndicate of financial institution providing for up to $60 million in borrowings available
through a revolving loan facility which would have matured on May 2, 2011 and had no scheduled amortization or commitment reductions. As noted in Note 15, on March 27, 2009, the Company elected to terminate the Amended and Restated Credit
Agreement.

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

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

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

Commitment fees were due quarterly at a rate of .375% of any unused
commitments.

Approximately $5.4 million of letters of credit were outstanding at December 31, 2008 and 2007. Following the termination
of the Amended and Restated Credit Facility, the Company collateralized the letter of credit obligations with approximately $5.6 million of cash.

We generally anticipate that the funds generated by operations and current available cash balances will be sufficient to meet working capital requirements, make required member tax distributions and to finance capital expenditures over the
next 12 to 18 months.

Senior Subordinated Notes

On October 21, 2003, Norcraft and Norcraft Finance Corp., a 100% owned finance subsidiary of Norcraft, issued, on a joint and several basis, $150 million, 9% senior subordinated notes due in 2011 (the
Senior Subordinated Notes). Norcraft Finance Corp. was formed on September 26, 2003 and has no operations. Interest accrues on the Senior Subordinated Notes and is payable semiannually on May 1 and November 1 of each year
at a rate of 9% per annum. The Senior Subordinated Notes are subordinated to all existing and future senior debt, including any indebtedness under the senior credit facility.

Norcraft has the option to redeem the notes, in whole or part, at a redemption price equal to 100% of the principal amount plus a premium declining
ratably to par, plus accrued and unpaid interest. On August 21, 2007, Norcraft repurchased and cancelled $2.0 million of its Senior Subordinated Notes at a purchase price of $2.0 million plus accrued interest of $55,000.

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

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

Holdings Senior Discount Notes

On August 17, 2004, Holdings and Norcraft Capital Corp., a 100% owned finance subsidiary of
Holdings, issued, on a joint and several basis, $118.0 million aggregate principal amount at maturity ($80.3 million gross proceeds) of 9 3/4% senior discount notes due 2012 (the Senior Discount Notes). The net proceeds of this
offering were used to make a distribution to Holdings limited partners. Norcraft Capital Corp. was formed on August 12, 2004 and has no operations. Interest accrued on the Senior Discount Notes in the form of an increase in the accreted
value of the note prior to September 1, 2008. Since that time, cash interest on the Senior Discount Notes accrues and is payable semiannually in arrears on March 1 and September 1 of each year at a rate of 93/4% per annum. The first cash interest payment was made on March 1, 2009. Holdings has no independent operating assets or liabilities other than
its investment in its subsidiaries.



F-17



---

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

Notes to Consolidated Financial Statements

(dollar amounts in thousands)



Holdings may redeem the Senior Discount Notes, in whole or in part, at a redemption price equal to
100% of the principal amount plus a premium, declining ratably to par, plus accrued and unpaid interest.

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

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

The Senior Discount Notes are
structurally subordinated to all debt and liabilities, including trade payables, of Holdings subsidiaries, including Norcraft, and are effectively subordinated to any of Holdings future secured debt to the extent of the value of the
assets securing such debt. Holdings subsidiaries may not have sufficient funds or assets to permit payments to Holdings in amounts sufficient to permit Holdings to pay all or any portion of its indebtedness and other obligations, including its
obligations on the Senior Discount Notes. As of December 31, 2008, the aggregate debt of Holdings subsidiary (other than Norcraft Capital Corp., which has no additional debt) was $148.0 million.

Unsecured Notes

In September 2006,
Holdings repurchased the equity interests of two former equity holders. Consideration for these repurchases was in the form of $2.0 million in cash and $5.9 million in unsecured notes payable (the Unsecured Notes). Principal on the
Unsecured Notes is payable in three equal, annual payments. The first principal payment of $2.0 million was paid during September 2007 and the second principal payment of $2.0 million was paid during September 2008. These notes accrue interest at
8.45%, which is payable quarterly. On December 31, 2008, Holdings converted the unpaid principal amount and accrued interest of an unsecured note of $1,532,279 into 1,298,541.398 Class A units of Holdings at a conversion price of $1.18 per
unit.



F-18



---

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

Notes to Consolidated Financial Statements

(dollar amounts in thousands)



The following represents certain condensed consolidating financial information as of December 31, 2008 and 2007
and for the years ended December 31, 2008, 2007 and 2006 for the issuers and for Norcraft Canada Corporation, a wholly-owned subsidiary of Norcraft, which fully and unconditionally guarantees the Senior Subordinated Notes. In addition, the
terms and conditions of the Senior Subordinated Notes limit Norcrafts ability to pay dividends or other payments to Holdings. In this regard, the net assets of Norcraft are restricted assets of Holdings. As such, condensed financial
information for Holdings (the parent company) is also presented. The information presented follows the equity method of accounting except for consolidated amounts.

CONDENSED CONSOLIDATING BALANCE SHEETS

As of December 31, 2008



|                                       |  |                            |         |   |                         |   |                |  |   |              |   |  |                                    |        |                       |  |   |              |  |   |                                   |   |  |   |          |   |  |   |         |  
|-------------------------------------- |  | -------------------------- | ------- | - | ----------------------- | - | -------------- |  | - | ------------ | - |  | ---------------------------------- | ------ | --------------------- |  | - | ------------ |  | - | --------------------------------- | - |  | - | -------- | - |  | - | ------- | -
|                                       |  | NorcraftCompanies,L.P. (1) |         |   | NorcraftFinanceCorp (1) |   | NorcraftCanada |  |   | Eliminations |   |  | ConsolidatedNorcraftCompanies,L.P. |        | NorcraftHoldings,L.P. |  |   | Eliminations |  |   | ConsolidatedNorcraftHoldings,L.P. |  
|Current assets                         |  | $                          | 98,732  |   |                         | $ |               |  | $ | 1,618        |   |  | $                                  |       |                       |  | $ | 100,350      |  | $ |                                  |   |  | $ |         |   |  | $ | 100,350 |  
|Property, plant & equipment, net       |  |                            | 30,982  |   |                         |   |               |  |   | 4,647        |   |  |                                    |       |                       |  |   | 35,629       |  |   |                                  |   |  |   |         |   |  |   | 35,629  |  
|Investments in subsidiary              |  |                            | (1,000  | ) |                         |   |               |  |   |             |   |  |                                    | 1,000  |                       |  |   |             |  |   | 141,669                           |   |  |   | (141,669 | ) |  |   |        |  
|                                       |  |                            |         |   |                         |   |                | 
|Other assets                           |  |                            | 183,855 |   |                         |   |               |  |   | 213          |   |  |                                    | (6,798 | )                     |  |   | 177,270      |  |   | 1,764                             |   |  |   |         |   |  |   | 179,034 |  
|                                       |  |                            |         |   |                         |   |                |  |   |              |   |  |                                    |        |                       |  |   |              |  |   |                                   |   |  |   |          |   |  |   |         |  
|                                       |  |                            |         |   |                         |   |                | 
|Total assets                           |  | $                          | 312,569 |   |                         | $ |               |  | $ | 6,478        |   |  | $                                  | (5,798 | )                     |  | $ | 313,249      |  | $ | 143,433                           |   |  | $ | (141,669 | ) |  | $ | 315,013 |  
|                                       |  |                            |         |   |                         |   |                |  |   |              |   |  |                                    |        |                       |  |   |              |  |   |                                   |   |  |   |          |   |  |   |         |  
|                                       |  |                            |         |   |                         |   |                | 
|Current liabilities                    |  | $                          | 22,441  |   |                         | $ |               |  | $ | 680          |   |  | $                                  |       |                       |  | $ | 23,121       |  | $ | 4,294                             |   |  | $ |         |   |  | $ | 27,415  |  
|                                       |  |                            |         |   |                         |   |                | 
|Long-term debt                         |  |                            | 148,000 |   |                         |   |               |  |   | 6,798        |   |  |                                    | (6,798 | )                     |  |   | 148,000      |  |   | 118,000                           |   |  |   |         |   |  |   | 266,000 |  
|                                       |  |                            |         |   |                         |   |                | 
|Other liabilities                      |  |                            | 459     |   |                         |   |               |  |   |             |   |  |                                    |       |                       |  |   | 459          |  |   |                                  |   |  |   |         |   |  |   | 459     |  
|Members equity subject to put request |  |                            |        |   |                         |   |               |  |   |             |   |  |                                    |       |                       |  |   |             |  |   | 25,305                            |   |  |   |         |   |  |   | 25,305  |  
|                                       |  |                            |         |   |                         |   |                | 
|Members equity                        |  |                            | 141,669 |   |                         |   |               |  |   | (1,000       | ) |  |                                    | 1,000  |                       |  |   | 141,669      |  |   | (4,166                            | ) |  |   | (141,669 | ) |  |   | (4,166  | )
|                                       |  |                            |         |   |                         |   |                |  |   |              |   |  |                                    |        |                       |  |   |              |  |   |                                   |   |  |   |          |   |  |   |         |  
|Total liabilities & members equity    |  | $                          | 312,569 |   |                         | $ |               |  | $ | 6,478        |   |  | $                                  | (5,798 | )                     |  | $ | 313,249      |  | $ | 143,433                           |   |  | $ | (141,669 | ) |  | $ | 315,013 |  
|                                       |  |                            |         |   |                         |   |                |  |   |              |   |  |                                    |        |                       |  |   |              |  |   |                                   |   |  |   |          |   |  |   |         |  

As of December 31, 2007



|                                       |  |                            |         |                         |   |                |  |              |       |  |                                    |        |                       |  |              |         |  |                                   |         |  |   |          |   |  |   |        
|-------------------------------------- |  | -------------------------- | ------- | ----------------------- | - | -------------- |  | ------------ | ----- |  | ---------------------------------- | ------ | --------------------- |  | ------------ | ------- |  | --------------------------------- | ------- |  | - | -------- | - |  | - | -------
|                                       |  | NorcraftCompanies,L.P. (1) |         | NorcraftFinanceCorp (1) |   | NorcraftCanada |  | Eliminations |       |  | ConsolidatedNorcraftCompanies,L.P. |        | NorcraftHoldings,L.P. |  | Eliminations |         |  | ConsolidatedNorcraftHoldings,L.P.
|Current assets                         |  | $                          | 79,986  |                         | $ |               |  | $            | 1,472 |  | $                                  |       |                       |  | $            | 81,458  |  | $                                 |        |  | $ |         |   |  | $ | 81,458 
|Property, plant & equipment, net       |  |                            | 34,872  |                         |   |               |  |              | 4,606 |  |                                    |       |                       |  |              | 39,478  |  |                                   |        |  |   |         |   |  |   | 39,478 
|Investments in subsidiary              |  |                            | 898     |                         |   |               |  |              |      |  |                                    | (898   | )                     |  |              |        |  |                                   | 202,326 |  |   | (202,326 | ) |  |   |       
|                                       |  |                            |         |                         |   |                |  |             
|Other assets                           |  |                            | 264,378 |                         |   |               |  |              | 212   |  |                                    | (4,682 | )                     |  |              | 259,908 |  |                                   | 2,233   |  |   |         |   |  |   | 262,141
|                                       |  |                            |         |                         |   |                |  |              |       |  |                                    |        |                       |  |              |         |  |                                   |         |  |   |          |   |  |   |        
|                                       |  |                            |         |                         |   |                |  |             
|Total assets                           |  | $                          | 380,134 |                         | $ |               |  | $            | 6,290 |  | $                                  | (5,580 | )                     |  | $            | 380,844 |  | $                                 | 204,559 |  | $ | (202,326 | ) |  | $ | 383,077
|                                       |  |                            |         |                         |   |                |  |              |       |  |                                    |        |                       |  |              |         |  |                                   |         |  |   |          |   |  |   |        
|                                       |  |                            |         |                         |   |                |  |             
|Current liabilities                    |  | $                          | 29,355  |                         | $ |               |  | $            | 710   |  | $                                  |       |                       |  | $            | 30,065  |  | $                                 | 1,959   |  | $ |         |   |  | $ | 32,024 
|                                       |  |                            |         |                         |   |                |  |             
|Long-term debt                         |  |                            | 148,000 |                         |   |               |  |              | 4,682 |  |                                    | (4,682 | )                     |  |              | 148,000 |  |                                   | 112,731 |  |   |         |   |  |   | 260,731
|                                       |  |                            |         |                         |   |                |  |             
|Other liabilities                      |  |                            | 453     |                         |   |               |  |              |      |  |                                    |       |                       |  |              | 453     |  |                                   |        |  |   |         |   |  |   | 453    
|Members equity subject to put request |  |                            |        |                         |   |               |  |              |      |  |                                    |       |                       |  |              |        |  |                                   | 42,331  |  |   |         |   |  |   | 42,331 
|                                       |  |                            |         |                         |   |                |  |             
|Members equity                        |  |                            | 202,326 |                         |   |               |  |              | 898   |  |                                    | (898   | )                     |  |              | 202,326 |  |                                   | 47,538  |  |   | (202,326 | ) |  |   | 47,538 
|                                       |  |                            |         |                         |   |                |  |              |       |  |                                    |        |                       |  |              |         |  |                                   |         |  |   |          |   |  |   |        
|Total liabilities & members equity    |  | $                          | 380,134 |                         | $ |               |  | $            | 6,290 |  | $                                  | (5,580 | )                     |  | $            | 380,844 |  | $                                 | 204,559 |  | $ | (202,326 | ) |  | $ | 383,077
|                                       |  |                            |         |                         |   |                |  |              |       |  |                                    |        |                       |  |              |         |  |                                   |         |  |   |          |   |  |   |        



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



F-19



---

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

Notes to Consolidated Financial Statements

(dollar amounts in thousands)



CONDENSED CONSOLIDATING INCOME STATEMENTS

For the Year Ended December 31, 2008



|                                                   |  |                            |         |   |                         |   |                |  |   |              |   |  |                                    |        |   |                       |   |         |              |  |                                   |         |   |  |   |        |  |   |         |  
|-------------------------------------------------- |  | -------------------------- | ------- | - | ----------------------- | - | -------------- |  | - | ------------ | - |  | ---------------------------------- | ------ | - | --------------------- | - | ------- | ------------ |  | --------------------------------- | ------- | - |  | - | ------ |  | - | ------- | -
|                                                   |  | NorcraftCompanies,L.P. (1) |         |   | NorcraftFinanceCorp (1) |   | NorcraftCanada |  |   | Eliminations |   |  | ConsolidatedNorcraftCompanies,L.P. |        |   | NorcraftHoldings,L.P. |   |         | Eliminations |  | ConsolidatedNorcraftHoldings,L.P. |        
|Net sales                                          |  | $                          | 330,603 |   |                         | $ |               |  | $ | 6,327        |   |  | $                                  | (5,382 | ) |                       | $ | 331,548 |              |  | $                                 |        |   |  | $ |       |  | $ | 331,548 |  
|                                                   |  |                            |         |   |                         |   |                | 
|Cost of sales                                      |  |                            | 232,748 |   |                         |   |               |  |   | 7,061        |   |  |                                    | (5,382 | ) |                       |   | 234,427 |              |  |                                   |        |   |  |   |       |  |   | 234,427 |  
|                                                   |  |                            |         |   |                         |   |                |  |   |              |   |  |                                    |        |   |                       |   |         |              |  |                                   |         |   |  |   |        |  |   |         |  
|                                                   |  |                            |         |   |                         |   |                | 
|Gross profit                                       |  |                            | 97,855  |   |                         |   |               |  |   | (734         | ) |  |                                    |       |   |                       |   | 97,121  |              |  |                                   |        |   |  |   |       |  |   | 97,121  |  
|Equity in earnings (losses) of subsidiary          |  |                            | (1,794  | ) |                         |   |               |  |   |             |   |  |                                    | 1,794  |   |                       |   |        |              |  |                                   | (56,161 | ) |  |   | 56,161 |  |   |        |  
|Selling, general and administrative expenses       |  |                            | 63,731  |   |                         |   |               |  |   | 1,058        |   |  |                                    |       |   |                       |   | 64,789  |              |  |                                   |        |   |  |   |       |  |   | 64,789  |  
|Impairment of goodwill and other intangible assets |  |                            | 73,938  |   |                         |   |               |  |   |             |   |  |                                    |       |   |                       |   | 73,938  |              |  |                                   |        |   |  |   |       |  |   | 73,938  |  
|                                                   |  |                            |         |   |                         |   |                |  |   |              |   |  |                                    |        |   |                       |   |         |              |  |                                   |         |   |  |   |        |  |   |         |  
|Income (loss) from operations                      |  |                            | (41,608 | ) |                         |   |               |  |   | (1,792       | ) |  |                                    | 1,794  |   |                       |   | (41,606 | )            |  |                                   | (56,161 | ) |  |   | 56,161 |  |   | (41,606 | )
|Other expense (income):                            |  |                            |         |   |                         |   |                |  |   |              |   |  |                                    |        |   |                       |   |         |              |  |                                   |         |   |  |   |        |  |   |         |  
|Interest expense, net                              |  |                            | 13,341  |   |                         |   |               |  |   |             |   |  |                                    |       |   |                       |   | 13,341  |              |  |                                   | 11,353  |   |  |   |       |  |   | 24,694  |  
|Amortization of deferred financing costs           |  |                            | 1,063   |   |                         |   |               |  |   |             |   |  |                                    |       |   |                       |   | 1,063   |              |  |                                   | 469     |   |  |   |       |  |   | 1,532   |  
|                                                   |  |                            |         |   |                         |   |                | 
|Other, net                                         |  |                            | 149     |   |                         |   |               |  |   | 2            |   |  |                                    |       |   |                       |   | 151     |              |  |                                   |        |   |  |   |       |  |   | 151     |  
|                                                   |  |                            |         |   |                         |   |                |  |   |              |   |  |                                    |        |   |                       |   |         |              |  |                                   |         |   |  |   |        |  |   |         |  
|Total other expense (income)                       |  |                            | 14,553  |   |                         |   |               |  |   | 2            |   |  |                                    |       |   |                       |   | 14,555  |              |  |                                   | 11,822  |   |  |   |       |  |   | 26,377  |  
|                                                   |  |                            |         |   |                         |   |                |  |   |              |   |  |                                    |        |   |                       |   |         |              |  |                                   |         |   |  |   |        |  |   |         |  
|                                                   |  |                            |         |   |                         |   |                | 
|Net income (loss)                                  |  | $                          | (56,161 | ) |                         | $ |               |  | $ | (1,794       | ) |  | $                                  | 1,794  |   |                       | $ | (56,161 | )            |  | $                                 | (67,983 | ) |  | $ | 56,161 |  | $ | (67,983 | )
|                                                   |  |                            |         |   |                         |   |                |  |   |              |   |  |                                    |        |   |                       |   |         |              |  |                                   |         |   |  |   |        |  |   |         |  

For the Year Ended December 31, 2007



|                                             |  |                            |         |   |                         |   |                |  |   |              |   |  |                                    |         |                       |  |              |         |  |                                   |        |  |   |         |   |  |   |        
|-------------------------------------------- |  | -------------------------- | ------- | - | ----------------------- | - | -------------- |  | - | ------------ | - |  | ---------------------------------- | ------- | --------------------- |  | ------------ | ------- |  | --------------------------------- | ------ |  | - | ------- | - |  | - | -------
|                                             |  | NorcraftCompanies,L.P. (1) |         |   | NorcraftFinanceCorp (1) |   | NorcraftCanada |  |   | Eliminations |   |  | ConsolidatedNorcraftCompanies,L.P. |         | NorcraftHoldings,L.P. |  | Eliminations |         |  | ConsolidatedNorcraftHoldings,L.P.
|Net sales                                    |  | $                          | 393,254 |   |                         | $ |               |  | $ | 12,522       |   |  | $                                  | (11,734 | )                     |  | $            | 394,042 |  | $                                 |       |  | $ |        |   |  | $ | 394,042
|                                             |  |                            |         |   |                         |   |                | 
|Cost of sales                                |  |                            | 262,160 |   |                         |   |               |  |   | 13,074       |   |  |                                    | (11,734 | )                     |  |              | 263,500 |  |                                   |       |  |   |        |   |  |   | 263,500
|                                             |  |                            |         |   |                         |   |                |  |   |              |   |  |                                    |         |                       |  |              |         |  |                                   |        |  |   |         |   |  |   |        
|                                             |  |                            |         |   |                         |   |                | 
|Gross profit                                 |  |                            | 131,094 |   |                         |   |               |  |   | (552         | ) |  |                                    |        |                       |  |              | 130,542 |  |                                   |       |  |   |        |   |  |   | 130,542
|Equity in earnings (losses) of subsidiary    |  |                            | (989    | ) |                         |   |               |  |   |             |   |  |                                    | 989     |                       |  |              |        |  |                                   | 40,115 |  |   | (40,115 | ) |  |   |       
|Selling, general and administrative expenses |  |                            | 75,603  |   |                         |   |               |  |   | 409          |   |  |                                    |        |                       |  |              | 76,012  |  |                                   |       |  |   |        |   |  |   | 76,012 
|                                             |  |                            |         |   |                         |   |                |  |   |              |   |  |                                    |         |                       |  |              |         |  |                                   |        |  |   |         |   |  |   |        
|Income (loss) from operations                |  |                            | 54,502  |   |                         |   |               |  |   | (961         | ) |  |                                    | 989     |                       |  |              | 54,530  |  |                                   | 40,115 |  |   | (40,115 | ) |  |   | 54,530 
|Other expense (income):                      |  |                            |         |   |                         |   |                |  |   |              |   |  |                                    |         |                       |  |              |         |  |                                   |        |  |   |         |   |  |   |        
|Interest expense, net                        |  |                            | 13,098  |   |                         |   |               |  |   | 6            |   |  |                                    |        |                       |  |              | 13,104  |  |                                   | 10,514 |  |   |        |   |  |   | 23,618 
|Amortization of deferred financing costs     |  |                            | 1,111   |   |                         |   |               |  |   |             |   |  |                                    |        |                       |  |              | 1,111   |  |                                   | 429    |  |   |        |   |  |   | 1,540  
|                                             |  |                            |         |   |                         |   |                | 
|Other, net                                   |  |                            | 178     |   |                         |   |               |  |   | 22           |   |  |                                    |        |                       |  |              | 200     |  |                                   |       |  |   |        |   |  |   | 200    
|                                             |  |                            |         |   |                         |   |                |  |   |              |   |  |                                    |         |                       |  |              |         |  |                                   |        |  |   |         |   |  |   |        
|Total other expense (income)                 |  |                            | 14,387  |   |                         |   |               |  |   | 28           |   |  |                                    |        |                       |  |              | 14,415  |  |                                   | 10,943 |  |   |        |   |  |   | 25,358 
|                                             |  |                            |         |   |                         |   |                |  |   |              |   |  |                                    |         |                       |  |              |         |  |                                   |        |  |   |         |   |  |   |        
|                                             |  |                            |         |   |                         |   |                | 
|Net income (loss)                            |  | $                          | 40,115  |   |                         | $ |               |  | $ | (989         | ) |  | $                                  | 989     |                       |  | $            | 40,115  |  | $                                 | 29,172 |  | $ | (40,115 | ) |  | $ | 29,172 
|                                             |  |                            |         |   |                         |   |                |  |   |              |   |  |                                    |         |                       |  |              |         |  |                                   |        |  |   |         |   |  |   |        



F-20



---

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

Notes to Consolidated Financial Statements

(dollar amounts in thousands)



CONDENSED CONSOLIDATING INCOME STATEMENTS

For the Year Ended December 31, 2006



|                                             |  |                            |         |   |                         |   |                |  |   |              |   |  |                                    |         |                       |  |              |         |  |                                   |        |  |   |         |   |  |   |        
|-------------------------------------------- |  | -------------------------- | ------- | - | ----------------------- | - | -------------- |  | - | ------------ | - |  | ---------------------------------- | ------- | --------------------- |  | ------------ | ------- |  | --------------------------------- | ------ |  | - | ------- | - |  | - | -------
|                                             |  | NorcraftCompanies,L.P. (1) |         |   | NorcraftFinanceCorp (1) |   | NorcraftCanada |  |   | Eliminations |   |  | ConsolidatedNorcraftCompanies,L.P. |         | NorcraftHoldings,L.P. |  | Eliminations |         |  | ConsolidatedNorcraftHoldings,L.P.
|Net sales                                    |  | $                          | 440,478 |   |                         | $ |               |  | $ | 15,919       |   |  | $                                  | (15,919 | )                     |  | $            | 440,478 |  | $                                 |       |  | $ |        |   |  | $ | 440,478
|                                             |  |                            |         |   |                         |   |                | 
|Cost of sales                                |  |                            | 300,953 |   |                         |   |               |  |   | 15,730       |   |  |                                    | (15,919 | )                     |  |              | 300,764 |  |                                   |       |  |   |        |   |  |   | 300,764
|                                             |  |                            |         |   |                         |   |                |  |   |              |   |  |                                    |         |                       |  |              |         |  |                                   |        |  |   |         |   |  |   |        
|                                             |  |                            |         |   |                         |   |                | 
|Gross profit                                 |  |                            | 139,525 |   |                         |   |               |  |   | 189          |   |  |                                    |        |                       |  |              | 139,714 |  |                                   |       |  |   |        |   |  |   | 139,714
|Equity in earnings (losses) of subsidiary    |  |                            | (288    | ) |                         |   |               |  |   |             |   |  |                                    | 288     |                       |  |              |        |  |                                   | 49,167 |  |   | (49,167 | ) |  |   |       
|Selling, general and administrative expenses |  |                            | 75,465  |   |                         |   |               |  |   | 454          |   |  |                                    |        |                       |  |              | 75,919  |  |                                   |       |  |   |        |   |  |   | 75,919 
|                                             |  |                            |         |   |                         |   |                |  |   |              |   |  |                                    |         |                       |  |              |         |  |                                   |        |  |   |         |   |  |   |        
|Income (loss) from operations                |  |                            | 63,772  |   |                         |   |               |  |   | (265         | ) |  |                                    | 288     |                       |  |              | 63,795  |  |                                   | 49,167 |  |   | (49,167 | ) |  |   | 63,795 
|Other expense (income):                      |  |                            |         |   |                         |   |                |  |   |              |   |  |                                    |         |                       |  |              |         |  |                                   |        |  |   |         |   |  |   |        
|Interest expense, net                        |  |                            | 13,372  |   |                         |   |               |  |   | (2           | ) |  |                                    |        |                       |  |              | 13,370  |  |                                   | 9,284  |  |   |        |   |  |   | 22,654 
|Amortization of deferred financing costs     |  |                            | 1,108   |   |                         |   |               |  |   |             |   |  |                                    |        |                       |  |              | 1,108   |  |                                   | 390    |  |   |        |   |  |   | 1,498  
|                                             |  |                            |         |   |                         |   |                | 
|Other, net                                   |  |                            | 125     |   |                         |   |               |  |   | 25           |   |  |                                    |        |                       |  |              | 150     |  |                                   |       |  |   |        |   |  |   | 150    
|                                             |  |                            |         |   |                         |   |                |  |   |              |   |  |                                    |         |                       |  |              |         |  |                                   |        |  |   |         |   |  |   |        
|Total other expense (income)                 |  |                            | 14,605  |   |                         |   |               |  |   | 23           |   |  |                                    |        |                       |  |              | 14,628  |  |                                   | 9,674  |  |   |        |   |  |   | 24,302 
|                                             |  |                            |         |   |                         |   |                |  |   |              |   |  |                                    |         |                       |  |              |         |  |                                   |        |  |   |         |   |  |   |        
|                                             |  |                            |         |   |                         |   |                | 
|Net income (loss)                            |  | $                          | 49,167  |   |                         | $ |               |  | $ | (288         | ) |  | $                                  | 288     |                       |  | $            | 49,167  |  | $                                 | 39,493 |  | $ | (49,167 | ) |  | $ | 39,493 
|                                             |  |                            |         |   |                         |   |                |  |   |              |   |  |                                    |         |                       |  |              |         |  |                                   |        |  |   |         |   |  |   |        



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



F-21



---

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

Notes to Consolidated Financial Statements

(dollar amounts in thousands)



CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the Year Ended December 31, 2008



|                                                      |  |                            |        |   |                         |   |                |  |   |              |   |  |                                    |        |   |                       |   |        |              |  |   |                                   |   |  |   |        |   |  |   |        |  
|----------------------------------------------------- |  | -------------------------- | ------ | - | ----------------------- | - | -------------- |  | - | ------------ | - |  | ---------------------------------- | ------ | - | --------------------- | - | ------ | ------------ |  | - | --------------------------------- | - |  | - | ------ | - |  | - | ------ | -
|                                                      |  | NorcraftCompanies,L.P. (1) |        |   | NorcraftFinanceCorp (1) |   | NorcraftCanada |  |   | Eliminations |   |  | ConsolidatedNorcraftCompanies,L.P. |        |   | NorcraftHoldings,L.P. |   |        | Eliminations |  |   | ConsolidatedNorcraftHoldings,L.P. |  
|Cash flows provided by (used in) operating activities |  | $                          | 44,086 |   |                         | $ |               |  | $ | (1,485       | ) |  | $                                  |       |   |                       | $ | 42,601 |              |  | $ | 4,363                             |   |  | $ | (4,621 | ) |  | $ | 42,343 |  
|Cash flows provided by (used in) investing activities |  |                            | (8,417 | ) |                         |   |               |  |   | (767         | ) |  |                                    | 2,116  |   |                       |   | (7,068 | )            |  |   |                                  |   |  |   |       |   |  |   | (7,068 | )
|Cash flows provided by (used in) financing activities |  |                            | (4,621 | ) |                         |   |               |  |   | 2,116        |   |  |                                    | (2,116 | ) |                       |   | (4,621 | )            |  |   | (4,363                            | ) |  |   | 4,621  |   |  |   | (4,363 | )
|Effect of exchange rates on cash                      |  |                            |       |   |                         |   |               |  |   | 85           |   |  |                                    |       |   |                       |   | 85     |              |  |   |                                  |   |  |   |       |   |  |   | 85     |  
|                                                      |  |                            |        |   |                         |   |                |  |   |              |   |  |                                    |        |   |                       |   |        |              |  |   |                                   |   |  |   |        |   |  |   |        |  
|Net increase (decrease) in cash                       |  |                            | 31,048 |   |                         |   |               |  |   | (51          | ) |  |                                    |       |   |                       |   | 30,997 |              |  |   |                                  |   |  |   |       |   |  |   | 30,997 |  
|Cash, beginning of period                             |  |                            | 28,318 |   |                         |   |               |  |   | 91           |   |  |                                    |       |   |                       |   | 28,409 |              |  |   |                                  |   |  |   |       |   |  |   | 28,409 |  
|                                                      |  |                            |        |   |                         |   |                |  |   |              |   |  |                                    |        |   |                       |   |        |              |  |   |                                   |   |  |   |        |   |  |   |        |  
|                                                      |  |                            |        |   |                         |   |                | 
|Cash, end of period                                   |  | $                          | 59,366 |   |                         | $ |               |  | $ | 40           |   |  | $                                  |       |   |                       | $ | 59,406 |              |  | $ |                                  |   |  | $ |       |   |  | $ | 59,406 |  
|                                                      |  |                            |        |   |                         |   |                |  |   |              |   |  |                                    |        |   |                       |   |        |              |  |   |                                   |   |  |   |        |   |  |   |        |  

For the Year Ended December 31, 2007



|                                                      |  |                            |         |   |                         |   |                |  |   |              |   |  |                                    |      |   |                       |   |         |              |  |   |                                   |   |  |   |         |   |  |   |         |  
|----------------------------------------------------- |  | -------------------------- | ------- | - | ----------------------- | - | -------------- |  | - | ------------ | - |  | ---------------------------------- | ---- | - | --------------------- | - | ------- | ------------ |  | - | --------------------------------- | - |  | - | ------- | - |  | - | ------- | -
|                                                      |  | NorcraftCompanies,L.P. (1) |         |   | NorcraftFinanceCorp (1) |   | NorcraftCanada |  |   | Eliminations |   |  | ConsolidatedNorcraftCompanies,L.P. |      |   | NorcraftHoldings,L.P. |   |         | Eliminations |  |   | ConsolidatedNorcraftHoldings,L.P. |  
|Cash flows provided by (used in) operating activities |  | $                          | 62,800  |   |                         | $ |               |  | $ | 522          |   |  | $                                  |     |   |                       | $ | 63,322  |              |  | $ | 24,204                            |   |  | $ | (24,658 | ) |  | $ | 62,868  |  
|Cash flows provided by (used in) investing activities |  |                            | (13,717 | ) |                         |   |               |  |   | (877         | ) |  |                                    | 397  |   |                       |   | (14,197 | )            |  |   |                                  |   |  |   |        |   |  |   | (14,197 | )
|Cash flows provided by (used in) financing activities |  |                            | (24,658 | ) |                         |   |               |  |   | 397          |   |  |                                    | (397 | ) |                       |   | (24,658 | )            |  |   | (24,094                           | ) |  |   | 24,658  |   |  |   | (24,094 | )
|Effect of exchange rates on cash                      |  |                            |        |   |                         |   |               |  |   | (96          | ) |  |                                    |     |   |                       |   | (96     | )            |  |   |                                  |   |  |   |        |   |  |   | (96     | )
|                                                      |  |                            |         |   |                         |   |                |  |   |              |   |  |                                    |      |   |                       |   |         |              |  |   |                                   |   |  |   |         |   |  |   |         |  
|Net increase (decrease) in cash                       |  |                            | 24,425  |   |                         |   |               |  |   | (54          | ) |  |                                    |     |   |                       |   | 24,371  |              |  |   | 110                               |   |  |   |        |   |  |   | 24,481  |  
|Cash, beginning of period                             |  |                            | 3,893   |   |                         |   |               |  |   | 145          |   |  |                                    |     |   |                       |   | 4,038   |              |  |   | (110                              | ) |  |   |        |   |  |   | 3,928   |  
|                                                      |  |                            |         |   |                         |   |                |  |   |              |   |  |                                    |      |   |                       |   |         |              |  |   |                                   |   |  |   |         |   |  |   |         |  
|                                                      |  |                            |         |   |                         |   |                | 
|Cash, end of period                                   |  | $                          | 28,318  |   |                         | $ |               |  | $ | 91           |   |  | $                                  |     |   |                       | $ | 28,409  |              |  | $ |                                  |   |  | $ |        |   |  | $ | 28,409  |  
|                                                      |  |                            |         |   |                         |   |                |  |   |              |   |  |                                    |      |   |                       |   |         |              |  |   |                                   |   |  |   |         |   |  |   |         |  



F-22



---

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

Notes to Consolidated Financial Statements

(dollar amounts in thousands)



CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the Year Ended December 31, 2006



|                                                      |  |                            |         |   |                         |   |                |  |   |              |   |  |                                    |      |   |                       |   |         |              |  |   |                                   |   |  |   |         |   |  |   |         |  
|----------------------------------------------------- |  | -------------------------- | ------- | - | ----------------------- | - | -------------- |  | - | ------------ | - |  | ---------------------------------- | ---- | - | --------------------- | - | ------- | ------------ |  | - | --------------------------------- | - |  | - | ------- | - |  | - | ------- | -
|                                                      |  | NorcraftCompanies,L.P. (1) |         |   | NorcraftFinanceCorp (1) |   | NorcraftCanada |  |   | Eliminations |   |  | ConsolidatedNorcraftCompanies,L.P. |      |   | NorcraftHoldings,L.P. |   |         | Eliminations |  |   | ConsolidatedNorcraftHoldings,L.P. |  
|Cash flows provided by (used in) operating activities |  | $                          | 70,375  |   |                         | $ |               |  | $ | 190          |   |  | $                                  |     |   |                       | $ | 70,565  |              |  | $ | 52,157                            |   |  | $ | (52,296 | ) |  | $ | 70,426  |  
|Cash flows provided by (used in) investing activities |  |                            | (12,616 | ) |                         |   |               |  |   | (468         | ) |  |                                    | 384  |   |                       |   | (12,700 | )            |  |   |                                  |   |  |   |        |   |  |   | (12,700 | )
|Cash flows provided by (used in) financing activities |  |                            | (54,720 | ) |                         |   |               |  |   | 384          |   |  |                                    | (384 | ) |                       |   | (54,720 | )            |  |   | (52,267                           | ) |  |   | 52,296  |   |  |   | (54,691 | )
|Effect of exchange rates on cash                      |  |                            |        |   |                         |   |               |  |   | (40          | ) |  |                                    |     |   |                       |   | (40     | )            |  |   |                                  |   |  |   |        |   |  |   | (40     | )
|                                                      |  |                            |         |   |                         |   |                |  |   |              |   |  |                                    |      |   |                       |   |         |              |  |   |                                   |   |  |   |         |   |  |   |         |  
|Net increase (decrease) in cash                       |  |                            | 3,039   |   |                         |   |               |  |   | 66           |   |  |                                    |     |   |                       |   | 3,105   |              |  |   | (110                              | ) |  |   |        |   |  |   | 2,995   |  
|Cash, beginning of period                             |  |                            | 854     |   |                         |   |               |  |   | 79           |   |  |                                    |     |   |                       |   | 933     |              |  |   |                                  |   |  |   |        |   |  |   | 933     |  
|                                                      |  |                            |         |   |                         |   |                |  |   |              |   |  |                                    |      |   |                       |   |         |              |  |   |                                   |   |  |   |         |   |  |   |         |  
|                                                      |  |                            |         |   |                         |   |                | 
|Cash, end of period                                   |  | $                          | 3,893   |   |                         | $ |               |  | $ | 145          |   |  | $                                  |     |   |                       | $ | 4,038   |              |  | $ | (110                              | ) |  | $ |        |   |  | $ | 3,928   |  
|                                                      |  |                            |         |   |                         |   |                |  |   |              |   |  |                                    |      |   |                       |   |         |              |  |   |                                   |   |  |   |         |   |  |   |         |  



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



F-23



---

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

Notes to Consolidated Financial Statements

(dollar amounts in thousands)



|7. | Disclosures About Fair Value of Financial Instruments
|-- | -----------------------------------------------------

The following tables present the carrying amounts and quoted fair market values of financial instruments at December 31, 2008 and 2007. The fair value of a financial instrument is deemed to be the amount at which the instrument could
be exchanged in a current transaction between willing parties.



|                                |  |                         |         |            |   |                |  |            |         |  |   |        
|------------------------------- |  | ----------------------- | ------- | ---------- | - | -------------- |  | ---------- | ------- |  | - | -------
|                                |  | Norcraft Holdings, L.P.
|                                |  | 2008                    |         | 2007      
|                                |  | CarryingAmount          |         | Fair Value |   | CarryingAmount |  | Fair Value
|9.00% Senior Subordinated Notes |  | $                       | 148,000 |            | $ | 125,800        |  | $          | 148,000 |  | $ | 150,220
|9.75% Senior Discount Notes     |  |                         | 118,000 |            |   | 87,910         |  |            | 110,772 |  |   | 99,695 



|                                |  |                          |         |            |   |                |  |            |         |  |   |        
|------------------------------- |  | ------------------------ | ------- | ---------- | - | -------------- |  | ---------- | ------- |  | - | -------
|                                |  | Norcraft Companies, L.P.
|                                |  | 2008                     |         | 2007      
|                                |  | CarryingAmount           |         | Fair Value |   | CarryingAmount |  | Fair Value
|9.00% Senior Subordinated Notes |  | $                        | 148,000 |            | $ | 125,800        |  | $          | 148,000 |  | $ | 150,220

The quoted fair market value of the financial instruments presented may not be indicative of their
future values.



|8. | Members Equity
|-- | ---------------

Holdings:

At December 31, 2008 and 2007, there were 134,173,458 and 132,906,332 Class A units issued and outstanding, respectively. Class A limited
partners are entitled to one vote per unit held. As provided in the limited partnership agreement, income, gain, loss, deduction or credit are allocated to the members pro rata, in accordance with their respective percentage interests, except as
required by the Internal Revenue Code and related regulations. The limited partnership agreement also provides for the Company to make estimated distributions to Holdings for payment of estimated federal and state income taxes arising from the
Companys operations.

At December 31, 2008 and 2007, there were 1,251,682 Class B units issued and outstanding. The holder of a
Class B unit is also entitled to receive, contingent upon certain corporate events, a number of Class C units equal to the number of Class B units held by the holder. The combination of the outstanding Class B units and the contingent right provided
by the Class C units provides rights and privileges consistent with that of a Class A unit holder.

Norcraft:

All of Norcrafts member units are owned by Holdings.

Management Incentive Plan

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



F-24



---

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

Notes to Consolidated Financial Statements

(dollar amounts in thousands)



The fair value of the Class D units granted is based on the Black-Scholes option-pricing model. In
accordance with SFAS No. 123R, the Company is required to incorporate a volatility factor in the fair value calculation. The volatility factor is developed through the use of a sample of peer group companies consisting of publicly-traded
companies that operate in the Companys same industry. The Company granted 97,391 incentive Class D units during the year ended December 31, 2008; the cumulative fair value of which was determined to be de minimus.

Compensation expense related to Class D units was $0.2 million, $0.6 million and $1.1 million for the years ended December 31, 2008, 2007 and 2006,
respectively. Because individuals receiving these Class D unit awards are employees of Norcraft, the compensation expense is recorded at the Norcraft level. Prior to the adoption of SFAS No. 123R, compensation expense related to Class D units
would have been $0.7 million for the year ended December 31, 2006. As such the impact of adopting SFAS No. 123R was to increase 2006 compensation expense by $0.4 million.

The following table sets forth information about the fair value of the Class D unit grant on the date of grant using the Black-Scholes option-pricing
model and the weighted average assumptions used for such grant:



|                                                     |  |      |      |   |      |   |      |      |  |   |      |  
|---------------------------------------------------- |  | ---- | ---- | - | ---- | - | ---- | ---- |  | - | ---- | -
|                                                     |  | 2008 |      |   | 2007 |   |      | 2006 | 
|Weighted-average fair value of Class D units granted |  | $    | 0.45 |   |      | $ | 0.74 |      |  | $ | 0.82 |  
|Dividend yield                                       |  |      | 0.0  | % |      |   | 0.0  | %    |  |   | 0.0  | %
|Risk-free interest rate                              |  |      | 1.59 | % |      |   | 3.74 | %    |  |   | 4.69 | %
|Volatility                                           |  |      | 41.0 | % |      |   | 32.9 | %    |  |   | 34.5 | %
|Expected lives                                       |  |      | 4.80 |   |      |   | 5.00 |      |  |   | 4.92 |  

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



|                    |  |           |   |      |                                    |      |       |           |   |                                    |   |       |  |           |                                    |  |   |     
|------------------- |  | --------- | - | ---- | ---------------------------------- | ---- | ----- | --------- | - | ---------------------------------- | - | ----- |  | --------- | ---------------------------------- |  | - | ----
|                    |  | 2008      |   | 2007 |                                    | 2006
|                    |  | Units     |   |      | Weighted-AverageExercise Price (1) |      | Units |           |   | Weighted-AverageExercise Price (1) |   | Units |  |           | Weighted-AverageExercise Price (1)
|Beginning balance   |  | 5,129,311 |   |      | $                                  | 0.83 |       | 4,743,047 |   |                                    | $ | 0.64  |  | 4,386,217 |                                    |  | $ | 0.45
|Granted             |  | 97,391    |   |      | $                                  | 1.18 |       | 929,445   |   |                                    | $ | 1.36  |  | 2,994,210 |                                    |  | $ | 1.92
|Exercised           |  | (15,464   | ) |      | $                                  | 2.27 |       | (230,205  | ) |                                    | $ | 1.15  |  |          |                                    |  | $ |    
|Forfeited/Expired   |  | (369,915  | ) |      | $                                  | 2.21 |       | (312,976  | ) |                                    | $ | 1.63  |  | (713,828  | )                                  |  | $ | 0.31
|                    |  |           |   |      |                                    |      |       |           |   |                                    |   |       |  |           |                                    |  |   |     
|                    |  |           |   |      |                                    |     
|Ending balance      |  | 4,841,323 |   |      | $                                  | 0.73 |       | 5,129,311 |   |                                    | $ | 0.83  |  | 6,666,599 |                                    |  | $ | 0.95
|                    |  |           |   |      |                                    |      |       |           |   |                                    |   |       |  |           |                                    |  |   |     
|                    |  |           |   |      |                                    |     
|Exercisable balance |  | 4,294,240 |   |      | $                                  | 0.59 |       | 3,903,798 |   |                                    | $ | 0.63  |  | 2,833,561 |                                    |  | $ | 0.55
|                    |  |           |   |      |                                    |      |       |           |   |                                    |   |       |  |           |                                    |  |   |     

| | 
| | 

| | (1) | Price-per-share amounts shown are adjusted to reflect the effect of modifications of exercise price in 2006 resulting from member distributions.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------

The intrinsic values of the issued Class D units and exercisable Class D units at December 31, 2008 were $3.3 million and $2.9 million,
respectively.



F-25



---

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

Notes to Consolidated Financial Statements

(dollar amounts in thousands)



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 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. As of December 31, 2008, 2007 and 2006, there were 21.5 million, 20.2 million and 20.7 million
units subject to the put request, respectively.

The fair market value of a unit is estimated by dividing the current equity value of the
Company by the number of vested units outstanding. The equity value of the Company is based on the earnings multiple used in the Acquisition times trailing twelve months EBITDA plus net cash and liability positions.



|9. | Employee Benefit Plan
|-- | ---------------------

The Company sponsors a
contributory defined contribution plan, established under the provisions of Section 401(k) of the Internal Revenue Code, which provides, among other things, for the Company to make discretionary contributions. Company contributions to this plan
were $1.2 million, $0.7 million and $0.6 million for the years ended December 31, 2008, 2007 and 2006, respectively.



|10. | Related Party Transactions
|--- | --------------------------

The Company has
agreements with affiliates of two of its majority limited partners, Apax Partners, L.P. and Trimaran Fund Management, L.L.C., to provide management services to the Company. Under the terms of the agreement, the Company will pay a $1.0 million annual
management fee plus reimbursement of any out-of-pocket expenses incurred. The agreement expires upon sale to an unaffiliated third party of substantially all of the Companys assets or interests. Management fees charged to expense as a
component of selling, general and administrative expenses was $1.0 million for each of the years ended December 31, 2008, 2007 and 2006.



|11. | Leases
|--- | ------

The Company leases its corporate office and
distribution facilities under operating leases expiring on various dates. In addition to the base rent, certain leases require the Company to pay as additional rent a portion of the real estate taxes and common area expenses of the leased premises.
Total rent expense was $2.8 million, $2.9 million and $2.4 million for the years ended December 31, 2008, 2007 and 2006, respectively. The Company has historically entered and will continue to enter into leases of a temporary or short-term
nature that do not extend beyond December 31, 2008 and that do not have future non-cancelable commitments.

Future minimum lease
payments under non-cancelable operating leases at December 31, 2008, are as follows:



|                         |  |        |      
|------------------------ |  | ------ | -----
|Year Ending December 31, |  | Amount
|2009                     |  | $      | 2,492
|2010                     |  |        | 1,457
|2011                     |  |        | 858  
|2012                     |  |        | 319  
|2013                     |  |        | 133  
|                         |  |        |      
|                         |  | $      | 5,259
|                         |  |        |      



F-26



---

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

Notes to Consolidated Financial Statements

(dollar amounts in thousands)



|12. | Commitments and Contingencies
|--- | -----------------------------

The Company is party
to legal actions and contingencies arising during the normal course of business. In the opinion of management, the resolution of these matters will not have a material adverse effect on the Companys financial position, results of operations or
cash flows.



|13. | Unaudited Supplemental Quarterly Data
|--- | -------------------------------------



|                                                   |  |                         |        |               |   |              |  |               |        |  |   |         |  
|-------------------------------------------------- |  | ----------------------- | ------ | ------------- | - | ------------ |  | ------------- | ------ |  | - | ------- | -
|                                                   |  | Norcraft Holdings, L.P. |       
|                                                   |  | FirstQuarter            |        | SecondQuarter |   | ThirdQuarter |  | FourthQuarter |       
|2008                                               |  |                         |        |               |   |              |  |               |        |  |   |         |  
|Net sales                                          |  | $                       | 87,631 |               | $ | 93,218       |  | $             | 84,020 |  | $ | 66,679  |  
|Cost of sales                                      |  |                         | 62,985 |               |   | 64,863       |  |               | 58,884 |  |   | 47,695  |  
|                                                   |  |                         |        |               |   |              |  |               |        |  |   |         |  
|Gross profit                                       |  |                         | 24,646 |               |   | 28,355       |  |               | 25,136 |  |   | 18,984  |  
|Selling, general and administrative expenses       |  |                         | 17,347 |               |   | 16,831       |  |               | 15,076 |  |   | 15,535  |  
|Impairment of goodwill and other intangible assets |  |                         |       |               |   |             |  |               |       |  |   | 73,938  |  
|                                                   |  |                         |        |               |   |              |  |               |        |  |   |         |  
|Income (loss) from operations                      |  |                         | 7,299  |               |   | 11,524       |  |               | 10,060 |  |   | (70,489 | )
|Other expense (income):                            |  |                         |        |               |   |              |  |               |        |  |   |         |  
|Interest expense, net                              |  |                         | 6,015  |               |   | 6,272        |  |               | 6,097  |  |   | 6,310   |  
|Amortization of deferred financing costs           |  |                         | 380    |               |   | 382          |  |               | 385    |  |   | 385     |  
|Other, net                                         |  |                         | 30     |               |   | 30           |  |               | 63     |  |   | 28      |  
|                                                   |  |                         |        |               |   |              |  |               |        |  |   |         |  
|                                                   |  |                         | 6,425  |               |   | 6,684        |  |               | 6,545  |  |   | 6,723   |  
|                                                   |  |                         |        |               |   |              |  |               |        |  |   |         |  
|Net income (loss)                                  |  | $                       | 874    |               | $ | 4,840        |  | $             | 3,515  |  | $ | (77,212 | )
|                                                   |  |                         |        |               |   |              |  |               |        |  |   |         |  



|                                                   |  |                          |        |               |   |              |  |               |        |  |   |         |  
|-------------------------------------------------- |  | ------------------------ | ------ | ------------- | - | ------------ |  | ------------- | ------ |  | - | ------- | -
|                                                   |  | Norcraft Companies, L.P. |       
|                                                   |  | FirstQuarter             |        | SecondQuarter |   | ThirdQuarter |  | FourthQuarter |       
|2008                                               |  |                          |        |               |   |              |  |               |        |  |   |         |  
|Net sales                                          |  | $                        | 87,631 |               | $ | 93,218       |  | $             | 84,020 |  | $ | 66,679  |  
|Cost of sales                                      |  |                          | 62,985 |               |   | 64,863       |  |               | 58,884 |  |   | 47,695  |  
|                                                   |  |                          |        |               |   |              |  |               |        |  |   |         |  
|Gross profit                                       |  |                          | 24,646 |               |   | 28,355       |  |               | 25,136 |  |   | 18,984  |  
|Selling, general and administrative expenses       |  |                          | 17,347 |               |   | 16,831       |  |               | 15,076 |  |   | 15,535  |  
|Impairment of goodwill and other intangible assets |  |                          |       |               |   |             |  |               |       |  |   | 73,938  |  
|                                                   |  |                          |        |               |   |              |  |               |        |  |   |         |  
|Income (loss) from operations                      |  |                          | 7,299  |               |   | 11,524       |  |               | 10,060 |  |   | (70,489 | )
|Other expense (income):                            |  |                          |        |               |   |              |  |               |        |  |   |         |  
|Interest expense, net                              |  |                          | 3,275  |               |   | 3,447        |  |               | 3,227  |  |   | 3,392   |  
|Amortization of deferred financing costs           |  |                          | 266    |               |   | 265          |  |               | 266    |  |   | 266     |  
|Other, net                                         |  |                          | 30     |               |   | 30           |  |               | 63     |  |   | 28      |  
|                                                   |  |                          |        |               |   |              |  |               |        |  |   |         |  
|                                                   |  |                          | 3,571  |               |   | 3,742        |  |               | 3,556  |  |   | 3,686   |  
|                                                   |  |                          |        |               |   |              |  |               |        |  |   |         |  
|Net income (loss)                                  |  | $                        | 3,728  |               | $ | 7,782        |  | $             | 6,504  |  | $ | (74,175 | )
|                                                   |  |                          |        |               |   |              |  |               |        |  |   |         |  



F-27



---

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

Notes to Consolidated Financial Statements

(dollar amounts in thousands)



|                                             |  |                         |        |               |   |              |  |               |         |  |   |       
|-------------------------------------------- |  | ----------------------- | ------ | ------------- | - | ------------ |  | ------------- | ------- |  | - | ------
|                                             |  | Norcraft Holdings, L.P.
|                                             |  | FirstQuarter            |        | SecondQuarter |   | ThirdQuarter |  | FourthQuarter
|2007                                         |  |                         |        |               |   |              |  |               |         |  |   |       
|Net sales                                    |  | $                       | 93,907 |               | $ | 102,547      |  | $             | 105,568 |  | $ | 92,020
|Cost of sales                                |  |                         | 63,656 |               |   | 67,238       |  |               | 68,789  |  |   | 63,817
|                                             |  |                         |        |               |   |              |  |               |         |  |   |       
|Gross profit                                 |  |                         | 30,251 |               |   | 35,309       |  |               | 36,779  |  |   | 28,203
|Selling, general and administrative expenses |  |                         | 17,668 |               |   | 18,898       |  |               | 18,884  |  |   | 20,562
|                                             |  |                         |        |               |   |              |  |               |         |  |   |       
|Income from operations                       |  |                         | 12,583 |               |   | 16,411       |  |               | 17,895  |  |   | 7,641 
|Other expense (income):                      |  |                         |        |               |   |              |  |               |         |  |   |       
|Interest expense, net                        |  |                         | 5,920  |               |   | 5,909        |  |               | 5,957   |  |   | 5,832 
|Amortization of deferred financing costs     |  |                         | 373    |               |   | 375          |  |               | 415     |  |   | 377   
|Other, net                                   |  |                         | 32     |               |   | 34           |  |               | 62      |  |   | 72    
|                                             |  |                         |        |               |   |              |  |               |         |  |   |       
|                                             |  |                         | 6,325  |               |   | 6,318        |  |               | 6,434   |  |   | 6,281 
|                                             |  |                         |        |               |   |              |  |               |         |  |   |       
|Net income                                   |  | $                       | 6,258  |               | $ | 10,093       |  | $             | 11,461  |  | $ | 1,360 
|                                             |  |                         |        |               |   |              |  |               |         |  |   |       



|                                             |  |                          |        |               |   |              |  |               |         |  |   |       
|-------------------------------------------- |  | ------------------------ | ------ | ------------- | - | ------------ |  | ------------- | ------- |  | - | ------
|                                             |  | Norcraft Companies, L.P.
|                                             |  | FirstQuarter             |        | SecondQuarter |   | ThirdQuarter |  | FourthQuarter
|2007                                         |  |                          |        |               |   |              |  |               |         |  |   |       
|Net sales                                    |  | $                        | 93,907 |               | $ | 102,547      |  | $             | 105,568 |  | $ | 92,020
|Cost of sales                                |  |                          | 63,656 |               |   | 67,238       |  |               | 68,789  |  |   | 63,817
|                                             |  |                          |        |               |   |              |  |               |         |  |   |       
|Gross profit                                 |  |                          | 30,251 |               |   | 35,309       |  |               | 36,779  |  |   | 28,203
|Selling, general and administrative expenses |  |                          | 17,668 |               |   | 18,898       |  |               | 18,884  |  |   | 20,562
|                                             |  |                          |        |               |   |              |  |               |         |  |   |       
|Income from operations                       |  |                          | 12,583 |               |   | 16,411       |  |               | 17,895  |  |   | 7,641 
|Other expense (income):                      |  |                          |        |               |   |              |  |               |         |  |   |       
|Interest expense, net                        |  |                          | 3,382  |               |   | 3,291        |  |               | 3,298   |  |   | 3,133 
|Amortization of deferred financing costs     |  |                          | 269    |               |   | 269          |  |               | 307     |  |   | 266   
|Other, net                                   |  |                          | 32     |               |   | 34           |  |               | 62      |  |   | 72    
|                                             |  |                          |        |               |   |              |  |               |         |  |   |       
|                                             |  |                          | 3,683  |               |   | 3,594        |  |               | 3,667   |  |   | 3,471 
|                                             |  |                          |        |               |   |              |  |               |         |  |   |       
|Net income                                   |  | $                        | 8,900  |               | $ | 12,817       |  | $             | 14,228  |  | $ | 4,170 
|                                             |  |                          |        |               |   |              |  |               |         |  |   |       



|14. | Recently Issued Accounting Pronouncements
|--- | -----------------------------------------

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

Included as a component of cash and cash equivalents is a
money market account which we have classified within Level 1 of the fair level hierarchy. At December 31, 2008, our money market account, measured on a recurring basis, is carried at a fair value of $45.9 million. The implementation of SFAS 157
did not have any impact on our consolidated financial position or results of operations for the year ended December 31, 2008.



F-28



---

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

Notes to Consolidated Financial Statements

(dollar amounts in thousands)



In February 2007, the FASB issued SFAS No. 159, Fair Value Option for Financial Assets and
Financial Liabilities(SFAS No. 159) including an Amendment of SFAS No. 115. This Statement permits entities to choose to measure many financial instruments and certain other items at fair value. This Statement is optional
and is effective for financial statements issued for fiscal years beginning after January 1, 2008. The Company has chosen not to adopt the fair value provisions of SFAS No. 159 at this time.

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities (SFAS No. 161).
SFAS No. 161 changes the disclosure requirements for derivative instruments and hedging activities. The adoption of SFAS No. 161 is effective January 1, 2009 and the Company does not anticipate that this pronouncement will have a
significant effect on its consolidated financial statements.

In May 2008, the FASB issued SFAS No. 162, The Hierarchy of
Generally Accepted Accounting Principles(SFAS 162). SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental
entities that are presented in conformity with generally accepted accounting principles. SFAS 162 is effective sixty days following the Securities and Exchange Commissions approval of PCAOB amendments to AU Section 411, The Meaning
of Present fairly in conformity with generally accepted accounting principles. We do not expect the adoption of SFAS 162 to have a material effect on our consolidated financial statements.



|15. | Subsequent Events
|--- | -----------------

On March 27, 2009,
the Company elected to terminate the Amended and Restated Credit Agreement. While the Company expects that its current available cash balances are sufficient to provide adequate liquidity for the foreseeable future, it is evaluating other borrowing
and credit facilities.

Related to the termination of the Amended and Restated Credit Agreement, the Company will expense approximately $0.8
million of unamortized deferred financing costs.

We generally anticipate that the funds generated by operations and current available cash
balances will be sufficient to meet working capital requirements, make required member tax distributions and to finance capital expenditures over the next 12 to 18 months.

In March 2009, Norcraft distributed approximately $5.7 million to Holdings to enable it to make cash interest payments on the Senior Discount Notes. Recently, Norcraft distributed an additional $10.0 million to
Holdings to enable it to make future cash interest payments on the Senior Discount Notes.



F-29



---

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

Schedule II  Consolidated Valuation and Qualifying Accounts

(dollar amounts in thousands)



|                                     |  |                  |       |           |   |            |  |   |               |   |  |   |      
|------------------------------------ |  | ---------------- | ----- | --------- | - | ---------- |  | - | ------------- | - |  | - | -----
|                                     |  | BeginningBalance |       | Additions |   | Deductions |  |   | EndingBalance
|2008                                 |  |                  |       |           |   |            |  |   |               |   |  |   |      
|Allowance for uncollectible accounts |  | $                | 1,862 |           | $ | 2,144      |  | $ | (1,984        | ) |  | $ | 2,022
|Inventory allowance for obsolescence |  |                  | 1,908 |           |   | 591        |  |   | (295          | ) |  |   | 2,204
|                                     |  |                  |       |          
|2007                                 |  |                  |       |           |   |            |  |   |               |   |  |   |      
|Allowance for uncollectible accounts |  | $                | 1,094 |           | $ | 1,636      |  | $ | (868          | ) |  | $ | 1,862
|Inventory allowance for obsolescence |  |                  | 1,579 |           |   | 638        |  |   | (309          | ) |  |   | 1,908
|                                     |  |                  |       |          
|2006                                 |  |                  |       |           |   |            |  |   |               |   |  |   |      
|Allowance for uncollectible accounts |  | $                | 1,220 |           | $ | 841        |  | $ | (967          | ) |  | $ | 1,094
|Inventory allowance for obsolescence |  |                  | 1,485 |           |   | 199        |  |   | (105          | ) |  |   | 1,579



S-1



---

|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|3.1     |  | Certificate of Limited Partnership of Norcraft Holdings, L.P. (incorporated by reference to Exhibit 3.1 to Norcraft Holdings, L.P.s Registration Statement on Form S-4 filed on October 12,
2004).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|        | 
|3.2     |  | Third Amended and Restated Agreement of Limited Partnership of Norcraft Holdings, L.P., dated as of June 25, 2007 (incorporated by reference to Exhibit 3.1 to Norcraft Holdings, L.P.s Form
10-Q filed on August 10, 2007).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|        | 
|3.3     |  | Certificate of Formation of Norcraft G.P., L.L.C. (incorporated by reference to Exhibit 3.5 to Norcraft Companies, L.P. Form S-4, filed on April 27, 2004).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|        | 
|3.4     |  | Norcraft GP, L.L.C. Amended and Restated Limited Liability Agreement, dated as of October 21, 2003 (incorporated by reference to Exhibit 3.6 to Norcraft Companies, L.P. Form S-4, filed on April
27, 2004).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|        | 
|4.1     |  | Indenture with respect to the 9 3/4% Senior Discount Notes due 2012
between Norcraft Holdings, L.L.P., Norcraft Capital Corp. and U.S. Bank, National Association as Trustee, dated August 17, 2004 (incorporated by reference to Exhibit 4.1 to Norcraft Holdings, L.P.s Registration Statement on Form S-4 filed on
October 12, 2004).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|        | 
|4.2     |  | Form of 9 3/4% Senior Discount Notes due 2012 (included in Exhibit 4.1).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|        | 
|4.3     |  | Indenture with respect to the 9 % Senior Subordinated Notes due 2011 between Norcraft Companies, L.P., Norcraft Finance Corp., the Guarantors names therein and U.S. Bank, National Association as
Trustee, dated October 21, 2003 (incorporated by reference to Exhibit 4.1 to Norcraft Companies, L.P. Form S-4 filed on April 27, 2004).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|        | 
|4.4     |  | Form of 9 % Senior Subordinated Notes due 2011 (included in Exhibit 4.3).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|        | 
|4.5     |  | Subordinated Note Issued September 19, 2006, for the principal amount of $4,500,972.00, from Norcraft Holdings, L.P. to Simon Solomon, IRA (incorporated by reference to Exhibit 4.5 to Norcraft
Holdings, L.P.s Form 10-K filed on March 31, 2008).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|        | 
|4.6     |  | Subordinated Note Issued September 25, 2006, for the principal amount of $645,394.07, from Norcraft Holdings, L.P. to Thomas Spencer (incorporated by reference to Exhibit 4.6 to Norcraft
Holdings, L.P.s Form 10-K filed on March 31, 2008).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|        | 
|10.1    |  | Amended and Restated Credit Agreement dated as of May 2, 2006, among Norcraft Companies, L.P., Norcraft Intermediate Holdings, L.P. the other Guarantors named therein, the lenders named therein
and UBS Securities LLC, as Lead Arranger, Wachovia Bank, National Association, as Syndication Agent, Wachovia Capital Markets, LLC, as Co-Arranger, UBS Loan Finance LLC as Swingline Lender, UBS AG, Stamford Branch, as issuing Bank, Administrative
Agent and Collateral Agent and CIT Lending Services Corporation, as Documentation Agent (incorporated by reference to Exhibit 10.1 to Norcraft Holdings, L.P.s Form 8-K filed on May 8, 2006).                                                                                                                                                                                                               
|        | 
|10.2    |  | Credit Agreement dated as of October 21, 2003, among Norcraft Companies, L.P., (as successor in interest to Norcraft Holdings, L.P.) the other Guarantors named therein, the lenders named therein
and UBS Securities LLC, as Bookmanager and Lead Arranger, Wachovia Bank, National Association, as Syndication Agent, Wachovia Capital Markets, LLC as Swingline Lender and UBS AG, Stamford Branch, as Issuing Bank, Administrative Agent and Collateral
Agent (incorporated by reference to Exhibit 10.4 to Norcraft Holdings, L.P.s Registration Statement on Form S-4 filed on August 3, 2004).                                                                                                                                                                                                                                                                 
|        | 
|10.3    |  | Amendment No. 1 to Credit Agreement, dated as of August 17, 2004, to the Credit Agreement, dated as of October 21, 2003 among Norcraft Companies, L.P., Norcraft Holdings, L.P., the other
Guarantors party thereto and the Lenders party thereto, UBS AG, Stamford Branch, as Issuing Bank, Administrative Agent and Collateral Agent and UBS Securities LLC, as Bookmanager and Lead Arranger, Wachovia Bank, National Association, as Syndication
Agent, Wachovia Capital Markets, LLC, as Co-Arranger, CIT Lending Services Corporation, as Documentation Agent and UBS Loan Finance LLC, as Swingline Lender, is entered into by and among the Borrower and the several Lenders that have executed a
signature page thereto (incorporated by reference to Exhibit 10.4 to Norcraft Holdings, L.P.s Registration Statement on Form S-4 filed on October 12, 2004).



E-1



---

|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                        
|10.4    |  | Assumption Agreement, dated as of August 13, 2004, made by Norcraft Intermediate Holdings, L.P., in favor of UBS AG, Stamford Branch, as Administrative Agent and Collateral Agent for the banks
and other Lenders parties to the Credit Agreement, dated as of October 21, 2003, as amended (incorporated by reference to Exhibit 10.5 to Norcraft Holdings, L.P.s Registration Statement on Form S-4 filed on October 12, 2004).
|        | 
|10.5    |  | Assignment of Interests, dated August 17, 2004, between Norcraft Holdings, L.P. and Norcraft Intermediate Holdings, L.P. (incorporated by reference to Exhibit 10.6 to Norcraft Holdings,
L.P.s Registration Statement on Form S-4 filed on October 12, 2004).                                                                                                                                                                    
|        | 
|10.6    |  | U.S. Security Agreement by Norcraft Companies, L.P., Norcraft Intermediate Holdings, L.P. (as successor in interest to Norcraft Holdings, L.P.), Norcraft Finance Corp., the Guarantors named
therein and UBS AG, Stamford Branch, as Collateral Agent, dated as of October 21, 2003 (incorporated by reference to Exhibit 10.5 to Norcraft Companies, L.P.s Form S-4 filed on April 27, 2004).                                   
|        | 
|10.7    |  | Canadian Security Agreement by Norcraft Canada Corporation and UBS AG, Stamford Branch, as Collateral Agent, dated as of October 21, 2003 (incorporated by reference to Exhibit 10.6 to Norcraft
Companies, L.P. Form S-4, filed June 27, 2004).                                                                                                                                                                                   
|        | 
|10.8    |  | Employment Letter, dated October 21, 2003, from Norcraft Holdings, L.P. to Mark Buller (incorporated by reference to Exhibit 10.7 to Norcraft Companies, L.P. Form S-4 filed on April 27, 2004).                                                                                                                                                                                                                                   
|        | 
|10.9    |  | Amendments to Employment Letter, dated August 17, 2004, from Norcraft Holdings, L.P. to Mark Buller (incorporated by reference to Exhibit 10.10 to Norcraft Holdings, L.P.s Registration
Statement on Form S-4 filed on June 25, 2004).                                                                                                                                                                                           
|        | 
|10.10   |  | Norcraft Holdings, L.P. Amended and Restated Management Incentive Plan (incorporated by reference to Exhibit 10.11 to Norcraft Holdings, L.P.s Registration Statement on Form S-4 filed on
June 25, 2004).                                                                                                                                                                                                                        
|        | 
|10.11   |  | Contribution Agreement, dated as of October 21, 2003 by and among Norcraft Holdings, L.P., Buller Norcraft Holdings, L.L.C., Mark Buller, David Buller, James Buller, Phil Buller, Herb Buller and
Erna Buller (incorporated by reference to Exhibit 10.14 to Norcraft Companies, L.P. Form S-4 filed on June 25, 2004).                                                                                                           
|        | 
|10.12   |  | Amendment to Contribution Agreement Letter, dated August 17, 2004, from Norcraft Holdings, L.P. to Buller Norcraft Holdings, L.L.C. (incorporated by reference to Exhibit 10.13 to Norcraft
Holdings, L.P.s Registration Statement on Form S-4 filed on June 25, 2004).                                                                                                                                                           
|        | 
|10.13   |  | Amendment No. 2 to Contribution Agreement Letter, dated October 4, 2006, from Norcraft Holdings, L.P. to Buller Norcraft Holdings, L.L.C. (incorporated by reference to Exhibit 10.13 to Norcraft
Holdings, L.P.s Form 10-K filed on April 2, 2007).                                                                                                                                                                              
|        | 
|10.14   |  | Management and Monitoring Agreement Letter, dated October 21, 2003, from Sanders Karp & Mergrue, LLC and Trimaran Fund Management L.L.C. to Norcraft Holdings, L.P. and Norcraft Companies,
L.P. (incorporated by reference to Exhibit 10.14 to Norcraft Holdings, L.P.s Registration Statement on Form S-4 filed on June 25, 2004).                                                                                              
|        | 
|10.16   |  | Employment Letter, dated October 21, 2003, from Norcraft Companies, L.P. to Simon Solomon (incorporated by reference to Exhibit 10.10 to Norcraft Companies, L.P. Form S-4 filed on April 27,
2004).                                                                                                                                                                                                                               
|        | 
|10.17   |  | Employment Letter, dated October 21, 2003, from Norcraft Companies, L.P. to John Swedeen (incorporated by reference to Exhibit 10.11 to Norcraft Companies, L.P. Form S-4 filed on April 27,
2004).                                                                                                                                                                                                                                
|        | 
|10.18   |  | Employment Letter, dated December 1, 2005, from Norcraft Companies, L.P. to Kurt Wanninger (incorporated by reference to Exhibit 10.19 to Norcraft Companies, L.P. Form 10-K filed on March 31,
2006).                                                                                                                                                                                                                             
|        | 
|10.19   |  | Employment Letter, dated March 9, 2006, from Norcraft Companies, L.P. to David Romeo (incorporated by reference to Exhibit 10.20 to Norcraft Companies, L.P. Form 10-K filed on March 31, 2006).                                                                                                                                                                                                                                   
|        | 
|10.20   |  | Amendment No. 3 to Contribution Agreement Letter, dated June 25, 2007, from Norcraft Holdings, L.P. to Buller Norcraft Holdings L.L.C. (incorporated by reference to Exhibit 10.20 to Norcraft
Holdings, L.P.s Form 10-K filed on March 31, 2008).                                                                                                                                                                                



E-2



---

|        |  |                                                                                                                                                                                                                                     
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  | Description                                                                                                                                                                                                                         
|10.22   |  | Employment Letter, dated February 13, 2008, from Norcraft Companies, L.P. to Simon Solomon (incorporated by reference to Exhibit 10.22 previously filed with Norcraft Companies, L.P.s
original Form 10-K filed on April 15, 2009).
|        | 
|21.1    |  | List of Subsidiaries (incorporated by reference to Exhibit 21.1 to Norcraft Holdings, L.P.s Registration Statement on Form S-4 filed on June 25, 2004).                                                                            
|        | 
|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.                                                           



|* | Filed herewith.
|- | ---------------



E-3