Eagan, Minnesota
Norcraft Companies announces agreement to be acquired by Fortune Brands Home & Security.

– Net Sales Increase 16.7% to $94.0 Million in Fourth Quarter 2014
– Adjusted EBITDA Increases 26.3% to $11.2 Million in Fourth Quarter 2014
– Signs Agreement to be Acquired for Approximately $600 Million or $25.50 Per Share in an All Cash Transaction

Norcraft Companies, Inc. (“we”, the “Company” , “Norcraft” or “Norcraft Companies”) (NYSE: NCFT), a leading manufacturer of kitchen and bathroom cabinetry in the United States and Canada, today reported financial results for the fourth quarter and full year ended December 31, 2014.

We are extremely pleased with the consistent improvement in our business throughout 2014, resulting in significant growth in our net sales, Adjusted EBITDA and cash flow during the year,” stated Mark Buller, Chairman and Chief Executive Officer of the Company. “In the fourth quarter, our business momentum accelerated with stronger demand in both our new residential and repair and remodel end markets. We also further improved our product mix and realized price gains that helped drive a 16.7% increase in net sales during the fourth quarter. We actively managed our cost base and improved our material sourcing to grow our Adjusted EBITDA by 26.3% in the fourth quarter. As a result, we ended 2014 with a firmly established platform to continue expanding Norcraft’s customer base with a broad range of higher-end, semi-custom cabinetry within the truly exceptional dealer channel.”

Details of Acquisition Agreement
Norcraft Companies also announced today that it has signed a definitive merger agreement to be acquired by Fortune Brands Home & Security, Inc. (“Fortune Brands”) (NYSE: FBHS), an industry-leading home and security products company and the largest manufacturer of kitchen and bathroom cabinetry in the United States, in a transaction representing an enterprise value of approximately $600 million.
Mark Buller stated, “Building on our successful accomplishments in 2014, we are also pleased to have reached this agreement with Fortune Brands. We believe our combined business will be better positioned to deepen our presence in new and existing markets while also enhancing our product offerings, customer relationships and operating platform. With our mutual focus on product innovation, dedicated service to customers and operational excellence, we believe this transaction provides an opportunity to benefit all of our stakeholders.”

Under the terms of the agreement, Fortune Brands will launch a tender offer for all outstanding Norcraft shares on or before April 21, 2015, but in no event earlier than April 14, 2015, at a price of $25.50 per common share. The price represents a premium of approximately 19.4% over Norcraft’s volume weighted average share price during the 60 days ended March 27, 2015.

If the tender offer is completed successfully, all shares of Norcraft which were not tendered will be acquired in a second-step merger at the same cash price per share paid in the tender offer. Completion of the transaction is subject to, among other things, customary closing conditions contained in the definitive merger agreement.

Under the terms of the agreement, Norcraft may solicit alternative acquisition proposals from third parties during a 35-day “go-shop” period, following the date of execution of the merger agreement. There is no guarantee that this process will result in a superior proposal.

The transaction has been unanimously approved by the Board of Directors. In addition, in connection with the tender offer, certain funds and persons associated with Mark Buller, Saunders, Karp & Megrue and Trimaran Capital Partners which own directly or have the right to acquire, pursuant to certain exchange arrangements, approximately 53.6% of Norcraft Companies (excluding options), have entered into tender and support agreements pursuant to which they have committed to tender their shares of Norcraft Companies in the tender offer.

In connection with the closing of the tender offer and merger, certain tax receivable agreements will be terminated as further acknowledged by certain tax receivable termination agreements. The transaction will result in early termination payments to certain shareholders and equityholders of Norcraft Companies, LLC and Norcraft Companies, Inc. related to the tax receivable termination agreements.

In connection with the transaction, the Company has entered into certain employment agreement amendments and severance agreements with certain executives and senior managers in order to strengthen the severance protection to these individuals. These arrangements are designed to provide sufficient protection to these individuals to incentivize them to remain committed to the Company through the consummation of the transaction.

Citigroup Global Markets Inc. is serving as financial advisor and Ropes & Gray LLP is serving as legal counsel to Norcraft Companies.

Financial Results
Fourth Quarter of 2014 Compared with Fourth Quarter of 2013

In the fourth quarter of 2014, net sales increased $13.5 million, or 16.7%, to $94.0 million as compared to $80.5 million in the fourth quarter of 2013. Sales increased in all of the Company’s divisions, with approximately two-thirds of the increase being driven by volume and the remaining increase driven by mix/price gains during the quarter.

Income from operations in the fourth quarter of 2014 increased $2.8 million, or 62.0%, to $7.4 million from $4.6 million for the fourth quarter of 2013. The increase was primarily due to leverage of fixed manufacturing costs and lower raw material costs which more than offset some labor inefficiencies.

Net income of $5.1 million in the fourth quarter of 2014 represented an increase of $20.5 million compared to the $15.4 million net loss in the fourth quarter of 2013. The net loss in the fourth quarter of 2013 included a $12.5 million loss on debt extinguishment related to the Company’s redemption of senior notes.

Adjusted EBITDA in the fourth quarter of 2014 increased $2.3 million, or 26.3%, to $11.2 million as compared to $8.9 million for the same quarter of 2013 (Adjusted EBITDA is a non-GAAP measure defined in the table below).

At December 31, 2014, the Company had cash of $61.1 million and total long-term debt of $148.5 million, as compared to cash of $39.1 million and total long-term debt of $150.0 million at December 31, 2013.

Full Year of 2014 Compared with Full Year of 2013
For the full year of 2014, net sales increased $36.3 million, or 10.7%, to $376.0 million from $339.7 million compared to the full year of 2013. Income from operations of $37.3 million in the full year of 2014 increased by $10.7 million, or 40.5%, from $26.6 million in the full year of 2013. Net income of $6.6 million for the full year of 2014 was an increase of $21.8 million from $15.2 million net loss in the full year of 2013.

Adjusted EBITDA of $52.3 million in the full year of 2014 increased $9.8 million, or 23.1%, compared to $42.5 million for the full year of 2013.

Mark Buller concluded, “We are pleased with the substantial progress we have made since our founding in 2003 to consistently execute on our strategy, grow our market share and solidify our position in the residential cabinet industry. Our success is largely a result of the solid planning, hard work and the dedication of our entire organization. To that end, I would like to thank all of our employees for their contributions to our achievements and success.”

Conference Call and Webcast
As a result of the Company’s announcement today of its agreement to be acquired by Fortune Brands Home & Security, Inc., the Company will no longer host its previously scheduled conference call and webcast to discuss its results for the fourth quarter and full year of 2014 at 10:00 a.m. Eastern Time (9:00 a.m. Central Time) on March 30, 2015.

About Norcraft Compnanies
Norcraft is a leading manufacturer of kitchen and bathroom cabinetry in the United States and Canada. Norcraft provides its customers with a single source for a broad range of high-quality cabinetry, including stock and semi-custom cabinets manufactured in both framed and frameless (full access) construction. Norcraft markets its products through seven main brands: Mid Continent Cabinetry, Norcraft Cabinetry, UltraCraft, StarMark Cabinetry, Fieldstone Cabinetry, Brookwood and Urban Effects.

About Fortune Brands
Fortune Brands Home & Security, Inc. (NYSE: FBHS), headquarter in Deerfield, Illinois, creates products and services that help fulfill the dreams of homeowners and help people feel more secure. The Company’s trusted brands include MasterBrand cabinets, Moen faucets, Therma-Tru entry door systems and Master Lock and SentrySafe security products. Fortune Brands holds market leadership positions in all of its segments. Fortune Brands is part of the S&P MidCap 400 Index.

Additional Information On Acquisition Agreement
The tender offer described in this news release has not yet commenced. This news release and the description contained herein is neither an offer to purchase nor a solicitation of an offer to sell shares of Norcraft Companies, Inc. At the time the tender offer is commenced, Fortune Brands Home & Security, Inc. intends to file with the Securities and Exchange Commission (the “SEC”) a Tender Offer Statement on Schedule TO containing an offer to purchase, a form of letter of transmittal and other documents relating to the tender offer, and Norcraft intends to file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer. These documents will then be mailed to the stockholders of Norcraft. These documents will contain important information about the tender offer and stockholders of Norcraft are urged to read them carefully when they become available. Norcraft stockholders will be able to obtain a free copy of these documents (when they become available) and other documents filed by with the SEC at the website maintained by the SEC at

Forward Looking Statements and Information
Statements in this press release regarding activities, events or developments that management expects, believes or anticipates will or may occur in the future are forward looking statements. Forward looking statements may give management’s current expectations and projections relating to the financial condition, results of operations, plans, objectives, future performance and business of the Company. You can identify these statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as ‘‘anticipate,’’ ‘‘estimate,’’ ‘‘expect,’’ ‘‘project,’’ ‘‘intend,’’ ‘‘plan,’’ ‘‘believe’’ and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. These forward-looking statements include without limitation statements regarding the planned completion of the tender offer and the merger.

These forward looking statements are based on management’s expectations and beliefs concerning future events affecting the Company. They are subject to uncertainties and factors relating to the Company’s operations and business environment, all of which are difficult to predict and many of which are beyond the Company’s control. Although management believes that the expectations reflected in its forward looking statements are reasonable, management does not know whether its expectations will prove correct. Such expectations can be affected by inaccurate assumptions that management might make or by known or unknown risks and uncertainties. Many factors that could cause actual results to differ materially from these forward looking statements including, but not limited to: uncertainties as to the timing of the tender offer and the merger; uncertainties as to the percentage of the Company’s stockholders tendering their shares in the tender offer; the possibility that competing offers will be made; the possibility that various closing conditions for the tender offer or the merger may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the merger; the effects of disruption caused by the transaction making it more difficult to maintain relationships with employees, collaborators, customers, vendors and other business partners; and risks and uncertainties pertaining to the Company’s business, including the risks outlined under the “Risk Factors’’ section of the Company’s 2013 Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2014.

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

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