8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 20, 2007

Norcraft Holdings, L.P.

Norcraft Companies, L.P.

(Exact name of registrants as specified in their charters)

Delaware	333-119696	75-3132727
Delaware	333-114924	36-4231718
(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer
incorporation or organization)		Identification No.)

3020 Denmark Avenue, Suite 100

Eagan, MN 55121

(Address of Principal Executive Offices, Zip Code)

Registrants’ telephone number, including area code (800) 297-0661

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under Exchange Act (17 CFR 240-14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240-14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

ITEM 2.02 Results of Operations and Financial Condition

ITEM 9.01 Financial Statements and Exhibits

SIGNATURES

Press Release

ITEM 2.02 Results of Operations and Financial Condition

On March 20, 2007, Norcraft Holdings, L.P. and Norcraft Companies, L.P. issued a press release reporting financial results for the fourth quarter and year ended December 31, 2006.

The information included in this Item 2.02 of Current Report on Form 8-K shall not be deemed “filed” for purposes of, nor shall it be deemed incorporated by reference in, any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as expressly set forth by specific reference in such a filing.

ITEM 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit 99.1 Press Release dated March 20, 2007.

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 hereunto duly authorized.

Date: March 20, 2007	By:	/s/ Leigh Ginter
		Leigh Ginter
		Chief Financial Officer

EX-99.1

Exhibit 99.1

		FOR IMMEDIATE RELEASE
	Contact:	Leigh E. Ginter
		Chief Financial Officer
		leigh.ginter@norcraftcompanies.com
		(651) 234-3315

NORCRAFT HOLDINGS, L.P. AND NORCRAFT COMPANIES, L.P. REPORT FOURTH

QUARTER AND FISCAL 2006 RESULTS

March 20, 2007 – Eagan, Minnesota — Norcraft Holdings, L.P. (Holdings) and Norcraft Companies, L.P. (Norcraft) today reported financial results for the fourth quarter and fiscal year ended December 31, 2006. The financial results for Holdings include the accounts of its indirect wholly-owned subsidiary, Norcraft. Holdings’ reflects the obligations under its $118.0 million 9 ³/4% senior discount notes and $5.9 million of notes payable to former members. Other than these debt obligations, related deferred issuance costs, debt issuance amortization, and related interest expense, all other assets, liabilities, income, expenses, and cash flows presented for all periods generally represent those of Norcraft.

FINANCIAL RESULTS

Fourth Quarter of Fiscal 2006 Compared with Fourth Quarter of Fiscal 2005

Net sales decreased $7.1 million, or 6.9%, from $103.0 million for the fourth quarter of 2005 compared to $95.9 million for the same quarter of 2006. Income from operations decreased by $0.7 million, or 5.4%, from $13.4 million for the fourth quarter of 2005 compared to $12.7 million for the same quarter of 2006. Net income for Holdings increased $0.3 million, from $6.0 million for the fourth quarter of 2005 to $6.3 million in the same quarter of 2006. Net income for Norcraft increased $0.6 million, from $8.3 million for the fourth quarter of 2005 to $8.9 million for the same quarter of 2006.

EBITDA (as defined in the attached table) was $16.9 million for the fourth quarter of 2005 compared to $16.5 million for the same quarter of 2006.

Fiscal 2006 Compared with Fiscal 2005

Net sales increased $35.9 million, or 8.9%, from $404.6 million for fiscal 2005 compared to $440.5 million for fiscal 2006. Income from operations increased by $6.6 million, or 11.5%, from $57.2 million for fiscal 2005 compared to $63.8 million for fiscal 2006. Net income for Holdings increased $9.8 million, from $29.7 million for fiscal 2005 to $39.5 million in fiscal 2006. Net income for Norcraft increased $10.8 million, from $38.3 million for fiscal 2005 to $49.1 million for fiscal 2006.

EBITDA (as defined in the attached table) was $70.8 million for fiscal 2005 compared to $78.5 million for fiscal 2006.

“Our satisfaction with the margin improvement of 2006 is tempered by our continuing apprehension about the industry slow-down and the effect on future sales. We are encouraged by the success of our efforts to increase production efficiencies and product mix. These efforts resulted in improved margins despite a significant slow down of incoming orders.” commented President and CEO, Mark Buller.

CONFERENCE CALL

Norcraft has scheduled a conference call on Thursday, March 22, 2007 at 10:00 a.m. Eastern Time. To participate, dial 800-289-0552 and use the pass code 4766472. A telephonic replay will be available by calling 888-203-1112 and using pass code 4766472.

GENERAL

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

-Selected Financial Data Tables Follow-

Consolidated Balance Sheets

(dollar amounts in thousands)

(unaudited)

	Norcraft Holdings, L.P.				Norcraft Companies, L.P.
	December 31, 2006		December 31, 2005		December 31, 2006		December 31, 2005
ASSETS
Current assets:
Cash and cash equivalents	$	3,928	$	933	$	4,038	$	933
Trade accounts receivable, net		35,718		37,015		35,718		37,015
Inventories		21,997		24,197		21,997		24,197
Prepaid expenses		1,885		1,921		1,885		1,921
Total current assets		63,528		64,066		63,638		64,066
Property, plant and equipment, net		38,115		36,485		38,115		36,485
Other assets:
Goodwill		148,459		148,459		148,459		148,459
Customer relationships, net		52,731		57,197		52,731		57,197
Brand names		49,000		49,000		49,000		49,000
Deferred financing costs, net		7,656		8,396		4,994		5,344
Display cabinets, net		9,006		8,443		9,006		8,443
Other		307		111		307		111
Total other assets		267,159		271,606		264,497		268,554
Total assets	$	368,802	$	372,157	$	366,250	$	369,105
LIABILITIES AND MEMBERS' EQUITY
Current liabilities:
Current portion of long-term debt	$	1,959	$	—	$	—	$	—
Book overdrafts payable		—		1,666		—		1,666
Accounts payable		8,301		10,817		8,301		10,817
Accrued expenses		23,828		20,537		23,828		20,537
Total current liabilities		34,088		33,020		32,129		33,020
Long-term debt		254,631		241,567		150,000		150,000
Commitments and contingencies		—		—		—		—
Members’ equity subject to put request		48,835		46,094		—		—
Members' equity		31,248		51,476		184,121		186,085
Total liabilities and members' equity	$	368,802	$	372,157	$	366,250	$	369,105

Consolidated Statements of Income

(dollar amounts in thousands)

(unaudited)

	Norcraft Holdings, L.P.
	Three Months Ended December 31,				Year Ended December 31,
	2006		2005		2006		2005
Net sales	$	95,892	$	102,968	$	440,478	$	404,639
Cost of sales		65,080		72,439		300,764		282,541
Gross profit		30,812		30,529		139,714		122,098
Selling, general and administrative expenses		18,161		17,157		75,919		64,874
Income from operations		12,651		13,372		63,795		57,224
Other expense (income):
Interest expense, net		5,937		5,659		22,654		23,208
Amortization of deferred financing costs		372		1,612		1,498		4,127
Other, net		19		90		150		220
		6,328		7,361		24,302		27,555
Net income	$	6,323	$	6,011	$	39,493	$	29,669

	Norcraft Companies, L.P.
	Three Months Ended December 31,				Year Ended December 31,
	2006		2005		2006		2005
Net sales	$	95,892	$	102,968	$	440,478	$	404,639
Cost of sales		65,080		72,439		300,764		282,541
Gross profit		30,812		30,529		139,714		122,098
Selling, general and administrative expenses		18,161		17,157		75,919		64,874
Income from operations		12,651		13,372		63,795		57,224
Other expense (income):
Interest expense, net		3,434		3,498		13,370		14,893
Amortization of deferred financing costs		271		1,519		1,108		3,772
Other, net		19		90		150		220
		3,724		5,107		14,628		18,885
Net income	$	8,927	$	8,265	$	49,167	$	38,339

Consolidated Statements of Cash Flows

(dollar amounts in thousands)

(unaudited)

	Norcraft Holdings, L.P.						Norcraft Companies, L.P.
	Year Ended December 31,						Year Ended December 31,
	2006			2005			2006			2005
Cash flows from operating activities:
Net income	$	39,493		$	29,669		$	49,167		$	38,339
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of property, plant and equipment:		4,660			4,800			4,660			4,800
Amortization:
Customer relationships		4,466			4,467			4,466			4,467
Deferred financing costs		1,498			4,127			1,108			3,772
Display cabinets		5,575			4,301			5,575			4,301
Provision for uncollectible accounts receivable		3,187			3,050			3,187			3,050
Provision for obsolete and excess inventory		199			(247	)		199			(247	)
Provision for warranty claims		4,480			4,595			4,480			4,595
Accreted interest on senior notes		9,145			8,315			—			—
Stock compensation expense		1,090			277			1,090			277
Loss on disposal of assets		30			255			30			255
Change in operating assets and liabilities:
Trade accounts receivable		(1,922	)		(6,973	)		(1,922	)		(6,973	)
Inventories		2,123			(1,943	)		2,123			(1,943	)
Prepaid expenses		35			(424	)		35			(424	)
Other assets		(196	)		(20	)		(196	)		(20	)
Accounts payable and accrued liabilities		(3,437	)		(1,020	)		(3,437	)		(1,020	)
Net cash provided by operating activities		70,426			53,229			70,565			53,229
Cash flows from investing activities:
Proceeds from sale of property and equipment		97			83			97			83
Purchase of property, plant and equipment		(6,659	)		(6,110	)		(6,659	)		(6,110	)
Additions to display cabinets		(6,138	)		(6,710	)		(6,138	)		(6,710	)
Net cash used in investing activities		(12,700	)		(12,737	)		(12,700	)		(12,737	)
Cash flows from financing activities:
Payment of financing costs		(758	)		—			(758	)		—
Payments on term loan		—			(30,500	)		—			(30,500	)
Book overdrafts payable		(1,666	)		1,666			(1,666	)		1,666
Proceeds from issuance of member interests		1,900			572			1,900			572
Repurchase of members’ interests		(2,355	)		(1,949	)		(2,355	)		(1,949	)
Distributions to members		(51,812	)		(9,945	)		(51,841	)		(9,945	)
Net cash used in financing activities		(54,691	)		(40,156	)		(54,720	)		(40,156	)
Effect of exchange rates on cash		(40	)		(226	)		(40	)		(226	)
Net increase in cash		2,995			110			3,105			110
Cash, beginning of the period		933			823			933			823
Cash, end of period	$	3,928		$	933		$	4,038		$	933
Supplemental disclosure of cash flow information:
Cash paid during the period for interest	$	14,184		$	14,986		$	14,045		$	14,986
Supplemental disclosure of non-cash transactions:
Members’ interest repurchase for consideration other than cash	$	5,878		$	—		$	—		$	—
Purchases of property, plant and equipment included in accounts payable	$	517		$	794		$	517		$	794

Reconciliation of Net Income to EBITDA

(dollar amounts in thousands)

EBITDA is net income before income tax expense, interest expense, depreciation and amortization. We believe EBITDA is useful to investors in evaluating our operating performance compared to that of other companies in our industry, as the calculation of EBITDA eliminates the effects of financing, income taxes and the accounting effects of capital spending, which items may vary for different companies for reasons unrelated to overall operating performance. We also believe EBITDA provides information relevant to investors regarding our ability to service and/or incur debt. EBITDA is not a presentation made in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). Accordingly, when analyzing our operating performance, investors should not consider EBITDA in isolation or as a substitute for net income, cash flows from operating activities or other income statement or cash flow statement data prepared in accordance with U.S. GAAP. Our calculations of EBITDA are not necessarily comparable to those of other similarly titled measures reported by other companies. The calculations of EBITDA are shown below:

	Norcraft Holdings, L.P. (unaudited)
	Three Months Ended December 31,				Year Ended December 31,
	2006		2005		2006		2005
Net income	$	6,323	$	6,011	$	39,493	$	29,669	(1)
Interest expense, net		5,937		5,659		22,654		23,208
Depreciation		1,230		1,104		4,660		4,800
Amortization of deferred financing costs		372		1,612		1,498		4,127
Amortization of customer relationships		1,117		1,117		4,466		4,467
Display cabinet amortization		1,502		1,303		5,575		4,301
State Taxes		20		65		130		207
EBITDA	$	16,501	$	16,871	$	78,476	$	70,779

	Norcraft Companies, L.P. (unaudited)
	Three Months Ended December 31,				Year Ended December 31,
	2006		2005		2006		2005
Net income	$	8,927	$	8,265	$	49,167	$	38,339	(1)
Interest expense, net		3,434		3,498		13,370		14,893
Depreciation		1,230		1,104		4,660		4,800
Amortization of deferred financing costs		271		1,519		1,108		3,772
Amortization of customer relationships		1,117		1,117		4,466		4,467
Display cabinet amortization		1,502		1,303		5,575		4,301
State Taxes		20		65		130		207
EBITDA	$	16,501	$	16,871	$	78,476	$	70,779

(1) Net income during the year ended December 31, 2005 includes an adjustment related to our change in vacation policy which increased net income (and EBITDA) by $1,704.