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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





Form 10-Q/A







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

For the quarterly period ended March 31, 2007

OR



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

For the transition period from  to

Commission file number: 333-117622





WISE METALS GROUP LLC

(Exact name of Registrant as specified in its charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 52-2160047                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)

857 Elkridge Road, Suite 600

Linthicum, Maryland 21090

(Address of principal executive offices and zip
code)

(410) 636-6500

(Registrants telephone number, including area code)





Indicate by check mark whether
the registrant (1) has 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 (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.    Yes   ̈    No  x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer (as defined in Rule 12b-2 of
the Exchange Act).

Large accelerated filer   ̈    Accelerated
filer   ̈    Non-accelerated filer  x

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









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EXPLANATORY NOTE

This Amendment No. 1 on Form 10-Q/A to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2007 is being filed to restate (i) Part 1, Item 1  Financial Statement and Notes to Condensed and
Consolidated Financial Statements and (ii) Part 1, Item 2  Managements Discussion and Analysis of Financial Condition and Results of Operations, for the Company as of and for the fiscal quarters ended March 31, 2007 and
March 31, 2006 previously included in the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2007. The restatement relates to the following adjustments:



| |  |  | To correct the Companys presentation of the LIFO reserve which improperly stated the LIFO reserve at $69.5 million as of December 31, 2006 and
March 31, 2007. The reserve should have been properly stated at $73.1 million.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The Company incorrectly presented the pension asset, liability and component of other comprehensive income as a net liability within other non-current liabilities
of $0.5 million as of December 31, 2006 and March 31, 2007. The Company is correcting the presentation of the pension asset, liability and component of accumulated other comprehensive deficit at their gross amounts in the consolidated
balance sheets as of December 31, 2006 and March 31, 2007.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The Company did not present total comprehensive loss in accordance with Statement of Financial Accounting Standards No. 130 (SFAS 130),
Reporting Comprehensive Income. The Company is restating the presentation of members equity in its consolidated balance sheets at December 31, 2006 and March 31, 2007 to comply with SFAS 130 and present both accumulated
other comprehensive deficit and disclose total comprehensive income for all periods presented. The correction has no impact on previously reported net loss.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The Company has concluded that its shipping and handling costs which have been previously reported as reductions to revenue should properly be included as cost of
sales under Emerging Issues Task Force No. 00-10 (EITF 00-10). The Company is correcting the classification of these costs to cost of goods sold for the three month periods ended March 31, 2007 and 2006.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The Company concluded that a reclassification adjustment recorded between cost of goods sold and selling, general and administrative expense was made in error. The
Company is restating cost of sales and selling, general and administrative to reflect this change for the three month period ended March 31, 2007. This resulted in an increase to cost of goods sold and a decrease to selling, general and
administrative expense of approximately $1.5 million for the three month period ended March 31, 2007.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

No attempt has been made in
this Amendment No. 1 to modify or update other disclosures presented in the original report on Form 10-Q except as required to reflect the effects of the restatement. This Form 10-Q/A generally does not reflect events occurring after the filing
of the Form 10-Q nor modify nor update those disclosures affected by subsequent events. Accordingly, this Form 10-Q/A should be read in conjunction with our filings made subsequent to the filing of the original Form 10-Q. Consequently, all other
information not affected by the restatement is unchanged and reflects the disclosures made at the time of the original filing of the Form 10-Q on May 15, 2007.

Our Chief Executive Officer and Chief Financial Officer have also reissued their certifications required by Sections 302 and 906 of the Sarbanes Oxley Act.



2



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Table of Contents



|                                                                                                             |  |     
|------------------------------------------------------------------------------------------------------------ |  | ----
|                                                                                                             |  | Page
|Part I. FINANCIAL INFORMATION                                                                                |  |     
|                                                                                                             | 
|Item 1 . Financial Statements                                                                                |  | 5   
|                                                                                                             | 
|Condensed Consolidated Balance Sheets at March 31, 2007 and December 31, 2006                                |  | 5   
|                                                                                                             | 
|Condensed Consolidated Statements of Operations for the three months ended March 31, 2007 and March 31, 2006 |  | 6   
|                                                                                                             | 
|Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2007 and March 31, 2006 |  | 7   
|                                                                                                             | 
|Notes to Condensed Consolidated Financial Statements                                                         |  | 8   
|                                                                                                             | 
|Item 2 . Managements Discussion and Analysis of Financial Condition and Results of Operations               |  | 18  
|                                                                                                             | 
|Item 3 . Quantitative and Qualitative Disclosures About Market Risk                                          |  | 21  
|                                                                                                             | 
|Item 4 . Controls and Procedures                                                                             |  | 21  
|                                                                                                             | 
|Part II. OTHER INFORMATION                                                                                   |  |     
|                                                                                                             | 
|Item 1 . Legal Proceedings                                                                                   |  | 22  
|                                                                                                             | 
|Item 1A. Risk Factors                                                                                        |  | 23  
|                                                                                                             | 
|Item 2 . Unregistered Sales of Equity Securities and Use of Proceeds                                         |  | 23  
|                                                                                                             | 
|Item 3 . Defaults Upon Senior Securities                                                                     |  | 23  
|                                                                                                             | 
|Item 4 . Submission of Matters to a Vote of Security Holders                                                 |  | 23  
|                                                                                                             | 
|Item 5 . Other Information                                                                                   |  | 23  
|                                                                                                             | 
|Item 6 . Exhibits                                                                                            |  | 23  
|                                                                                                             | 
|SIGNATURES                                                                                                   |  | 23  



3



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FORWARD-LOOKING STATEMENTS

Certain of the matters discussed in this report, including, without limitation, matters discussed under Item 2, Managements Discussion and Analysis of Financial Condition and Results of Operations, may constitute
forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. Certain of these forward-looking statements can be identified by the use of forward-looking terminology such as
believes, expects, may, will, should, seeks, approximately, intends, plans, estimates, or anticipates or the negative
of these terms or other comparable terminology, or by discussions of strategy, plans or intention. Statements contained in this report that are not historical facts are forward-looking statements. Without limiting the generality of the preceding
statement, all statements in this report concerning or relating to estimated and projected earnings, margins, costs, expenditures, cash flows, growth rates and financial results are forward-looking statements. In addition, through the Companys
senior management, forward-looking statements are made concerning expected future operations, performance and other developments. Such forward-looking statements are necessary estimates reflecting managements best judgment based upon current
information and involve a number of risks and uncertainties. Other factors may affect the accuracy of these forward-looking statements and actual results may differ materially from the results anticipated in these forward-looking statements. While
it is impossible to identify all such factors, factors that could cause actual results to differ materially from those estimated include, but are not limited to, those factors or conditions described under Item 2, Managements
Discussion and Analysis of Financial Condition and Results of Operations.



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PART I. FINANCIAL INFORMATION



|ITEM 1. | FINANCIAL STATEMENTS
|------- | --------------------

Wise Metals Group LLC

Condensed Consolidated Balance Sheets

(In thousands)



|                                                                                              |  |               |          |   |                  |   |          |  
|--------------------------------------------------------------------------------------------- |  | ------------- | -------- | - | ---------------- | - | -------- | -
|                                                                                              |  | March 31,2007 |          |   | December 31,2006 |  
|                                                                                              |  | (Unaudited)   |          |   |                  |  
|                                                                                              |  | Restated      |          |   | Restated         |  
|Assets                                                                                        |  |               |          |   |                  |   |          |  
|Current assets:                                                                               |  |               |          |   |                  |   |          |  
|Cash and cash equivalents                                                                     |  | $             | 2,370    |   |                  | $ | 2,280    |  
|Broker deposits                                                                               |  |               | 3,320    |   |                  |   | 7,889    |  
|Accounts receivable, less allowance for doubtful accounts ($1,129 in 2007 and $1,129 in 2006) |  |               | 90,913   |   |                  |   | 104,096  |  
|Inventories                                                                                   |  |               | 154,713  |   |                  |   | 116,902  |  
|Fair value of contracts under SFAS 133                                                        |  |               | 5,661    |   |                  |   | 3,897    |  
|Other current assets                                                                          |  |               | 5,069    |   |                  |   | 5,933    |  
|                                                                                              |  |               |          |   |                  |   |          |  
|Total current assets                                                                          |  |               | 262,046  |   |                  |   | 240,997  |  
|Non-current assets:                                                                           |  |               |          |   |                  |   |          |  
|Property and equipment, net                                                                   |  |               | 84,471   |   |                  |   | 84,589   |  
|Other assets                                                                                  |  |               | 9,670    |   |                  |   | 8,724    |  
|Intangible assets                                                                             |  |               | 326      |   |                  |   | 326      |  
|Goodwill                                                                                      |  |               | 283      |   |                  |   | 283      |  
|                                                                                              |  |               |          |   |                  |   |          |  
|Total non-current assets                                                                      |  |               | 94,750   |   |                  |   | 93,922   |  
|                                                                                              |  |               |          |   |                  |   |          |  
|Total assets                                                                                  |  | $             | 356,796  |   |                  | $ | 334,919  |  
|                                                                                              |  |               |          |   |                  |   |          |  
|                                                                                              |  |              
|Liabilities and members deficit                                                              |  |               |          |   |                  |   |          |  
|Current liabilities:                                                                          |  |               |          |   |                  |   |          |  
|Accounts payable                                                                              |  | $             | 73,926   |   |                  | $ | 71,131   |  
|Current portion of long-term debt                                                             |  |               | 3,097    |   |                  |   | 1,759    |  
|Borrowing under revolving credit facility                                                     |  |               | 182,493  |   |                  |   | 177,187  |  
|Fair value of contracts under SFAS 133                                                        |  |               | 860      |   |                  |   | 10,312   |  
|Accrued expenses, payroll and other                                                           |  |               | 19,499   |   |                  |   | 14,526   |  
|                                                                                              |  |               |          |   |                  |   |          |  
|Total current liabilities                                                                     |  |               | 279,875  |   |                  |   | 274,915  |  
|Non-current liabilities:                                                                      |  |               |          |   |                  |   |          |  
|Term loans, less current portion                                                              |  |               | 28,777   |   |                  |   | 15,854   |  
|Senior notes                                                                                  |  |               | 150,000  |   |                  |   | 150,000  |  
|Accrued pension obligation                                                                    |  |               | 3,101    |   |                  |   | 3,101    |  
|Other liabilities                                                                             |  |               | 12,914   |   |                  |   | 12,485   |  
|                                                                                              |  |               |          |   |                  |   |          |  
|Total non-current liabilities                                                                 |  |               | 194,792  |   |                  |   | 181,440  |  
|Commitments and contingencies                                                                 |  |               |         |   |                  |   |         |  
|Members deficit                                                                              |  |               |          |   |                  |   |          |  
|Members deficit                                                                              |  |               | (115,580 | ) |                  |   | (119,145 | )
|Accumulated other comprehensive deficit                                                       |  |               | (2,291   | ) |                  |   | (2,291   | )
|                                                                                              |  |               |          |   |                  |   |          |  
|Total members deficit                                                                        |  |               | (117,871 | ) |                  |   | (121,436 | )
|                                                                                              |  |               |          |   |                  |   |          |  
|Total liabilities and members deficit                                                        |  | $             | 356,796  |   |                  | $ | 334,919  |  
|                                                                                              |  |               |          |   |                  |   |          |  

See accompanying notes.



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Wise Metals Group LLC

Condensed Consolidated Statements of Operations

(In Thousands)

(Unaudited)



|                                                  |  |                             |         |   |          |   |         |  
|------------------------------------------------- |  | --------------------------- | ------- | - | -------- | - | ------- | -
|                                                  |  | Three months endedMarch 31, |        
|                                                  |  | 2007                        |         |   | 2006     |  
|                                                  |  | Restated                    |         |   | Restated |  
|Sales                                             |  | $                           | 252,515 |   |          | $ | 221,818 |  
|Cost of sales                                     |  |                             | 247,849 |   |          |   | 212,936 |  
|                                                  |  |                             |         |   |          |   |         |  
|Gross margin                                      |  |                             | 4,666   |   |          |   | 8,882   |  
|Operating expenses:                               |  |                             |         |   |          |   |         |  
|Selling, general, and administrative              |  |                             | 3,014   |   |          |   | 2,973   |  
|                                                  |  |                             |         |   |          |   |         |  
|Operating income                                  |  |                             | 1,652   |   |          |   | 5,909   |  
|Other income (expense):                           |  |                             |         |   |          |   |         |  
|Interest expense and fees, net of interest income |  |                             | (9,106  | ) |          |   | (7,120  | )
|Unrealized gain on derivative instruments         |  |                             | 11,019  |   |          |   | 4,711   |  
|                                                  |  |                             |         |   |          |   |         |  
|Net income                                        |  | $                           | 3,565   |   |          | $ | 3,500   |  
|                                                  |  |                             |         |   |          |   |         |  

See accompanying notes.



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Wise Metals Group LLC

Condensed Consolidated Statements of Cash Flows

(In Thousands)

(Unaudited)



|                                                                              |  |                             |         |   |      |   |         |  
|----------------------------------------------------------------------------- |  | --------------------------- | ------- | - | ---- | - | ------- | -
|                                                                              |  | Three months endedMarch 31, |        
|                                                                              |  | 2007                        |         |   | 2006 |  
|                                                                              |  | Restated                    |         |   |      |  
|Cash flows from operating activities                                          |  |                             |         |   |      |   |         |  
|Net income                                                                    |  | $                           | 3,565   |   |      | $ | 3,500   |  
|Adjustments to reconcile net income to net cash used in operating activities: |  |                             |         |   |      |   |         |  
|Depreciation and amortization                                                 |  |                             | 3,346   |   |      |   | 3,114   |  
|Amortization of deferred financing fees                                       |  |                             | 479     |   |      |   | 351     |  
|Bad debt expense                                                              |  |                             |        |   |      |   |        |  
|Unrealized gains on derivatives                                               |  |                             | (11,019 | ) |      |   | (4,711  | )
|Changes in operating assets and liabilities:                                  |  |                             |         |   |      |   |         |  
|Broker deposits                                                               |  |                             | 4,569   |   |      |   |        |  
|Accounts receivable                                                           |  |                             | 13,183  |   |      |   | 4,049   |  
|Inventories                                                                   |  |                             | (37,811 | ) |      |   | (39,281 | )
|Other current assets                                                          |  |                             | 864     |   |      |   | 662     |  
|Accounts payable                                                              |  |                             | 2,795   |   |      |   | 430     |  
|Accrued expenses, payroll and other                                           |  |                             | 3,780   |   |      |   | 6,904   |  
|                                                                              |  |                             |         |   |      |   |         |  
|Net cash used in operating activities                                         |  |                             | (16,249 | ) |      |   | (24,982 | )
|Cash flows from investing activities                                          |  |                             |         |   |      |   |         |  
|Purchase of equipment                                                         |  |                             | (3,228  | ) |      |   | (3,802  | )
|                                                                              |  |                             |         |   |      |   |         |  
|Net cash used in investing activities                                         |  |                             | (3,228  | ) |      |   | (3,802  | )
|Cash flows from financing activities                                          |  |                             |         |   |      |   |         |  
|Net issuance of short-term borrowings                                         |  |                             | 6,644   |   |      |   | 24,458  |  
|Proceeds from sale-financing transaction                                      |  |                             | 14,950  |   |      |   |        |  
|Payments on long-term obligations                                             |  |                             | (2,027  | ) |      |   | (53     | )
|                                                                              |  |                             |         |   |      |   |         |  
|Net cash provided by financing activities                                     |  |                             | 19,567  |   |      |   | 24,405  |  
|Net increase (decrease) in cash and cash equivalents                          |  |                             | 90      |   |      |   | (4,379  | )
|Cash and cash equivalents at beginning of period                              |  |                             | 2,280   |   |      |   | 6,456   |  
|                                                                              |  |                             |         |   |      |   |         |  
|Cash and cash equivalents at end of period                                    |  | $                           | 2,370   |   |      | $ | 2,077   |  
|                                                                              |  |                             |         |   |      |   |         |  

See accompanying notes.



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Wise Metals Group LLC

Notes to Condensed Consolidated Financial Statements

March 31, 2007

(Unaudited)

(Dollars in thousands)

1.
Organization

Wise Metals Group LLC is a holding company formed for the purpose of managing the operations of Wise Alloys LLC, Wise Recycling LLC and
Listerhill Total Maintenance Company LLC (collectively, the Company). Wise Alloys LLC (Alloys) principally manufactures and sells aluminum can sheet to aluminum can producers and also serves the transportation and building and construction markets.
Wise Recycling LLC (Recycling) is engaged in the recycling and sale of scrap aluminum and other non-ferrous metals. Listerhill Total Maintenance Company LLC (TMC) specializes in providing maintenance, repairs and fabrication to manufacturing and
industrial plants all over the world ranging from small onsite repairs to complete turn-key maintenance.

2. Restatement

The Company has restated its consolidated financial statements for the fiscal year ended December 31, 2006 and the interim financial statements for the quarters
ended March 31, 2006 and 2007 to correct certain errors in accounting and financial reporting. The restated consolidated financial statements reflect adjustments required as a result of the following errors.

(1)Inventories were overstated by $3.7 million at December 31, 2006 and March 31, 2007. The error resulted from a calculation error in computing the
LIFO reserve.

(2) Balance sheet classifications related to pension plan amounts at December 31, 2006 and at March 31, 2007 did not comply
with certain provisions of Statement of Financial Accounting Standards No. 87 (SFAS 87), Employers Accounting for Pensions. The pension intangible asset, benefit obligation and component of other comprehensive loss
were aggregated and incorrectly classified as a net liability within non-current other liabilities. The Company has restated the December 31, 2006 and March 31, 2007 consolidated balance sheets to correctly classify the gross amounts of
its pension components as an accrued pension obligation of $3.1 million, an intangible asset of $326 thousand and a component of accumulated other comprehensive deficit of $2.3 million, respectively.

(3) As a result of the pension classification errors discussed in (2), the Company did not present accumulated other comprehensive deficit and disclose total
other comprehensive loss in accordance with Statement of Financial Accounting Standards No. 130 (SFAS 130), Reporting Comprehensive Income. The Company has restated the December 31, 2006 and March 31, 2007
consolidated balance sheets presented herein to report accumulated other comprehensive deficit and disclose other comprehensive income for the three month periods ended March 31, 2007 and 2006. The correction had no impact on previously
reported Net Income.

(4) The Company improperly classified shipping and handling costs as reductions to revenue in the consolidated statements of
operations for each of the three month periods ended March 31, 2007 and 2006. In accordance with EITF 00-10, the consolidated statements of operations for the interim period financial statements presented herein have been restated to properly
classify these costs as cost of sales.

(5) The Company concluded that a reclassification adjustment recorded between cost of goods sold and
selling, general and administrative expense was made in error. The Company is restating cost of sales and selling, general and administrative to reflect this change for the three month period ended March 31, 2007. This resulted in an increase
to cost of goods sold and a decrease to selling, general and administrative expense of approximately $1.5 million for the three month period ended March 31, 2007.



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The following tables set forth the effects of the restatement on each affected line item in the consolidated balance
sheets at December 31, 2006 and March 31, 2007 and consolidated statements of operations for the three month periods ended March 31, 2007 and 2006:

Consolidated Balance Sheets



|                                        |  |                       |          |   |            |   |        |             |  |   |           |   |  |       
|--------------------------------------- |  | --------------------- | -------- | - | ---------- | - | ------ | ----------- |  | - | --------- | - |  | ------
|December 31, 2006                       |  | As PreviouslyReported |          |   | Adjustment |   |        | As Restated |  |   | Reference
|Inventories                             |  | $                     | 120,565  |   |            | $ | (3,663 | )           |  | $ | 116,902   |   |  | (1)   
|Total current assets                    |  |                       | 244,660  |   |            |   | (3,663 | )           |  |   | 240,997   |   |  |       
|Intangible assets                       |  |                       |         |   |            |   | 326    |             |  |   | 326       |   |  | (2)   
|Total non-current assets                |  |                       | 93,596   |   |            |   | 326    |             |  |   | 93,922    |   |  |       
|Total assets                            |  |                       | 338,256  |   |            |   | (3,337 | )           |  |   | 334,919   |   |  |       
|Accrued pension obligation              |  |                       |         |   |            |   | 3,101  |             |  |   | 3,101     |   |  | (2)   
|Other liabilities                       |  |                       | 12,969   |   |            |   | (484   | )           |  |   | 12,485    |   |  | (2)   
|Total non-current liabilities           |  |                       | 178,823  |   |            |   | 2,617  |             |  |   | 181,440   |   |  |       
|Members deficit                        |  |                       | (115,482 | ) |            |   | (3,663 | )           |  |   | (119,145  | ) |  | (1)   
|Accumulated other comprehensive deficit |  |                       |         |   |            |   | (2,291 | )           |  |   | (2,291    | ) |  | (2)(3)
|Total members deficit                  |  |                       | (115,482 | ) |            |   | (5,954 | )           |  |   | (121,436  | ) |  |       
|Total liabilities and members deficit  |  |                       | 338,256  |   |            |   | (3,337 | )           |  |   | 334,919   |   |  |       
|                                        |  |                       |          |  
|March 31, 2007                          |  | As PreviouslyReported |          |   | Adjustment |   |        | As Restated |  |   | Reference
|Inventories                             |  | $                     | 158,376  |   |            | $ | (3,663 | )           |  | $ | 154,713   |   |  | (1)   
|Total current assets                    |  |                       | 265,709  |   |            |   | (3,663 | )           |  |   | 262,046   |   |  |       
|Intangible assets                       |  |                       |         |   |            |   | 326    |             |  |   | 326       |   |  | (2)   
|Total non-current assets                |  |                       | 94,424   |   |            |   | 326    |             |  |   | 94,750    |   |  |       
|Total assets                            |  |                       | 360,133  |   |            |   | (3,337 | )           |  |   | 356,796   |   |  |       
|Accrued pension obligation              |  |                       |         |   |            |   | 3,101  |             |  |   | 3,101     |   |  | (2)   
|Other liabilities                       |  |                       | 13,398   |   |            |   | (484   | )           |  |   | 12,914    |   |  | (2)   
|Total non-current liabilities           |  |                       | 192,175  |   |            |   | 2,617  |             |  |   | 194,792   |   |  |       
|Members deficit                        |  |                       | (111,917 | ) |            |   | (3,663 | )           |  |   | (115,580  | ) |  | (1)   
|Accumulated other comprehensive deficit |  |                       |         |   |            |   | (2,291 | )           |  |   | (2,291    | ) |  | (2)(3)
|Total members deficit                  |  |                       | (111,917 | ) |            |   | (5,954 | )           |  |   | (117,871  | ) |  |       
|Total liabilities and members deficit  |  |                       | 360,133  |   |            |   | (3,337 | )           |  |   | 356,796   |   |  |       



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Consolidated Statements of Operations



|                                      |  |                       |         |            |    |        |             |  |           |         |  |       
|------------------------------------- |  | --------------------- | ------- | ---------- | -- | ------ | ----------- |  | --------- | ------- |  | ------
|Three months ended March 31, 2007     |  | As PreviouslyReported |         | Adjustment |    |        | As Restated |  | Reference
|Sales                                 |  | $                     | 247,216 |            | $  | 5,299  |             |  | $         | 252,515 |  | (4)   
|Cost of sales                         |  |                       | 241,052 |            |    | 6,797  |             |  |           | 247,849 |  | (4)(5)
|Gross margin                          |  |                       | 6,164   |            |    | (1,498 | )           |  |           | 4,666   |  | (5)   
|Selling, general and administrative   |  |                       | 4,512   |            |    | (1,498 | )           |  |           | 3,014   |  | (5)   
|Three months ended March 31, 2006     |  |                       |         |            |    |        |             |  |           |         |  |       
|Sales                                 |  |                       | 216,276 |            |    | 5,542  |             |  |           | 221,818 |  | (4)   
|Cost of sales                         |  |                       | 207,394 |            |    | 5,542  |             |  |           | 212,936 |  | (4)   
|                                     
|Consolidated Statements of Cash Flows
|                                      |  |                       |         |           
|Three months ended March 31, 2007     |  | As PreviouslyReported |         | Adjustment |    |        | As Restated |  | Reference
|Bad Debt Expense                      |  | $                     | 1,498   |            | ($ | 1,498  | )           |  |           |        |  | (5)   
|Accounts Receivable                   |  |                       | 11,685  |            |    | 1,498  |             |  |           | 13,183  |  | (5)   

3. Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements are presented in
accordance with generally accepted accounting principles for interim financial information and with the requirements of Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the disclosures normally required by accounting
principles generally accepted in the United States of America for complete financial statements. The condensed consolidated financial statements have been prepared in accordance with the Companys customary accounting practices and, in the
opinion of management, all adjustments necessary to fairly present the financial position, results of operations and cash flows for the reported interim periods have been made and were of a normal recurring nature. Operating results for the three
month period ended March 31, 2007 are not necessarily indicative of the results that may be expected for the year ending December 31, 2007. For further information, refer to the consolidated financial statements and notes included in the
Companys Annual Report on Form 10-K/A, for the year ended December 31, 2006, filed on March 4, 2008. The accompanying condensed consolidated financial statements include the accounts of Wise Metals Group LLC and its subsidiaries.
Intercompany transactions have been eliminated in consolidation.

Broker Deposits

Broker deposits generally consist of cash on deposit with brokers to support lines of credit associated with the Companys derivative and hedging activity. At March 31, 2007 and December 31, 2006
substantially all broker deposits were on deposit with brokers associated with derivative and hedging activity as more fully described below.



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Derivatives and Hedging Activity

The Company has entered into long-term contracts to supply can sheet to its largest customers. To reduce the risk of changing prices for purchases and sales of metal, including firm commitments under these supply
contracts, the Company uses commodity futures and option contracts. In addition, the Company uses natural gas futures and option contracts.

In June 1998,
the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 133 (SFAS No. 133), Accounting for Derivative Instruments and Hedging Activity. The Statement requires companies to recognize all
derivative instruments as either assets or liabilities on the balance sheet at fair value. Derivatives that are not hedges must be adjusted to fair value through the statement of operations. The Company has elected not to designate any of its
derivative instruments as hedges under SFAS No. 133.

In determining fair value, the Company uses market quotes for contracts of similar maturity. The
market quotes for the aluminum futures and options are adjusted for premiums/discounts for various product grades, locations, and the closing times for various terminal markets.

A summary of the fair value of the Companys derivative instruments is as follows:



|                                     |  |                             |       |                                |   |        |  
|------------------------------------ |  | --------------------------- | ----- | ------------------------------ | - | ------ | -
|Description of Derivative Instrument |  | Fair value atMarch 31, 2007 |       | Fair value atDecember 31, 2006 |  
|Aluminum futures and options         |  | $                           | 4,379 |                                | $ | (2,837 | )
|Natural gas futures and options      |  |                             | 422   |                                |   | (3,578 | )
|                                     |  |                             |       |                                |   |        |  
|                                     |  | $                           | 4,801 |                                | $ | (6,415 | )
|                                     |  |                             |       |                                |   |        |  

Unrealized gain (loss) amounts recorded were as follows:



|                                     |  |                             |        |      |   |        |  
|------------------------------------ |  | --------------------------- | ------ | ---- | - | ------ | -
|                                     |  | Three monthsended March 31, |       
|Description of Derivative Instrument |  | 2007                        |        | 2006 |  
|Aluminum futures and options         |  | $                           | 7,019  |      | $ | 6,852  |  
|Natural gas futures and options      |  |                             | 4,000  |      |   | (2,141 | )
|                                     |  |                             |        |      |   |        |  
|                                     |  | $                           | 11,019 |      | $ | 4,711  |  
|                                     |  |                             |        |      |   |        |  

In connection with the Companys futures activity, the Company maintains lines of credit with brokers to
cover unrealized losses on futures contracts and uses options to manage price exposure with respect to firm commitments to purchase or sell aluminum.

Inventories

Inventories consisted of the following:



|                                |  |               |         |   |                  |   |         |  
|------------------------------- |  | ------------- | ------- | - | ---------------- | - | ------- | -
|                                |  | March 31,2007 |         |   | December 31,2006 |  
|                                |  | Restated      |         |   | Restated         |  
|Manufacturing inventories:      |  |               |         |   |                  |   |         |  
|Raw materials                   |  | $             | 85,335  |   |                  | $ | 66,743  |  
|Work in progress                |  |               | 72,487  |   |                  |   | 65,832  |  
|Finished goods                  |  |               | 51,991  |   |                  |   | 39,384  |  
|LIFO reserve                    |  |               | (73,117 | ) |                  |   | (73,117 | )
|                                |  |               |         |   |                  |   |         |  
|Total manufacturing inventories |  |               | 136,696 |   |                  |   | 98,842  |  
|Supplies inventory              |  |               | 18,017  |   |                  |   | 18,060  |  
|                                |  |               |         |   |                  |   |         |  
|Total inventories               |  | $             | 154,713 |   |                  | $ | 116,902 |  
|                                |  |               |         |   |                  |   |         |  



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Manufacturing inventories are stated at the lower of cost or market based on the last-in, first-out (LIFO) method. An
actual valuation of inventory under the LIFO method can be made only at the end of each year based on the inventory levels and costs at that time. Interim LIFO calculations must necessarily be based on managements estimates of expected
year-end inventory levels and costs dependent upon prevailing aluminum costs and other factors which are beyond managements control. Accordingly, managements estimates of the effects of LIFO calculations on inventories and costs of sales
are subject to change prior to the year-end calculation.

Long-Lived Assets

The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is
measured by a comparison of the carrying amount of the assets to the future, undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by
which the carrying amount of the assets exceeds their fair value. Judgments made by us related to the expected useful lives of long-lived assets and the ability to realize any undiscounted cash flows in excess of the carrying amounts of such assets
are affected by factors such as the ongoing maintenance and improvements of the assets, changes in the expected use of the assets, changes in economic conditions, changes in operating performance and anticipated future cash flows.

New Accounting Pronouncements

In February 2007, the FASB issued SFAS
No. 159, The Fair Value Option for Financial Assets and Financial Liabilities  Including an amendment of FASB Statement No. 115, (SFAS 159). SFAS 159 permits entities to choose to measure many financial instruments and
certain other assets and liabilities at fair value on an instrument by instrument basis. SFAS 159 is effective for fiscal years beginning after November 15, 2007. The Company is currently analyzing the impact of adopting SFAS 159 on its
consolidated financial statements.

In September 2006, the FASB issued SFAS No. 158 (SFAS No. 158), Employers Accounting for Defined
Benefit and Other Postretirement Plansan amendment of FASB Statements No. 87, 88, 106, and 132 (R). SFAS No. 158 requires companies to recognize a net liability or asset and an offsetting adjustment to accumulated other
comprehensive income to report the funded status of defined benefit pension and other postretirement benefit plans. SFAS No. 158 requires prospective application, and the recognition and disclosure requirements are effective for the
Companys fiscal year ending December 31, 2007. In addition, SFAS No. 158 requires companies to measure plan assets and obligations at their year-end balance sheet date. This requirement is effective for the Companys fiscal year
ending December 31, 2008. Management is currently evaluating the impact of the adoption of SFAS No. 158 on the Companys financial statements.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (SFAS 157), which defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting
principles, and expands disclosures about fair value measurements. SFAS 157 is effective for fiscal years beginning after November 15, 2007, however the FASB has delayed the effective date of SFAS 157 to fiscal years beginning after
November 15, 2008 for nonfinancial assets and nonfinancial liabilities, except those items recognized or disclosed at fair value on an annual or more frequently occurring basis.



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##### Table of Contents

The Company has not yet determined the impact from adoption of this new accounting pronouncement on the Companys
financial position.

Comprehensive Income

Total
Comprehensive Income for the three months ended March 31, 2007 and 2006 was $3,565 and $3,500, respectively.

4. Financing Arrangements

Debt consists of the following at:



|                                      |  |               |          |   |                  |   |          |  
|------------------------------------- |  | ------------- | -------- | - | ---------------- | - | -------- | -
|                                      |  | March 31,2007 |          |   | December 31,2006 |  
|Revolving and secured credit facility |  | $             | 182,493  |   |                  | $ | 177,187  |  
|Senior secured 10.25% notes due 2012  |  |               | 150,000  |   |                  |   | 150,000  |  
|Other notes payable                   |  |               | 31,874   |   |                  |   | 17,613   |  
|                                      |  |               |          |   |                  |   |          |  
|                                      |  |               | 364,367  |   |                  |   | 344,800  |  
|Less current portion                  |  |               | (185,590 | ) |                  |   | (178,946 | )
|                                      |  |               |          |   |                  |   |          |  
|                                      |  | $             | 178,777  |   |                  | $ | 165,854  |  
|                                      |  |               |          |   |                  |   |          |  

Effective December 31, 2006, the Company completed an amendment to its revolving credit facility that reset
certain covenant levels. As of and subsequent to December 31, 2006, the Company must either meet the minimum Adjusted EBITDA (which represents EBITDA, defined as net income (loss) before income taxes, interest expense and fees, net, and
depreciation and amortization, adjusted to exclude early extinguishment of debt, income from affiliate, nonrecurring charges, severance charges and credits, LIFO adjustments, cumulative effect of change in accounting principle and mark-to-market
adjustment for contracts under SFAS No. 133) levels as noted within the credit agreement or the Adjusted Excess Availability must be equal to or greater than $20 million for each of the ten (10) consecutive days immediately preceding the
last day of the month. As of the March 31, 2007 the Company was in compliance with the debt covenants under this agreement, as amended.

In 2006 the
Company executed a sale-financing agreement on certain pieces of production equipment with The Employees Retirement System of Alabama in the amount of $29.9 million. The agreement executed on November 13, 2006 provided the Company with an
initial funding of $14.95 million followed by an additional $14.95 million which the Company drew down on January 3, 2007. The agreement qualifies as a capital lease and has a three-year term with a fixed interest rate of 10.7%.

Effective March 31, 2006 the Company executed an asset sale agreement with a financial institution that allows the Company to sell certain accounts receivable up to
$17 million on a non-recourse basis. This agreement was due to expire on December 31, 2006. On December 31, 2006 the agreement was renewed and extended to June 29, 2007, and allows the Company to sell certain accounts receivable up to
$10 million on a non-recourse basis. The agreement was further amended on April 9, 2007 to increase the facility to a total of $20 million. Under the terms of the agreement, the Company agreed to sell on an ongoing basis and without recourse, a
designated customers accounts receivable. As of March 31, 2007, the Company had sold $10 million of accounts receivable under this agreement. Subsequent to March 31, 2007, the total amount of receivables sold under this agreement had
reached $20 million.

At March 31, 2007, the Company also has $1.9 million of outstanding letters of credit with a financial institution.
Substantially all the assets of the Company are pledged as collateral for its financing arrangements.



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5. Pension and Post-Retirement Benefits

The Companys pension and other post retirement benefit plans are more fully disclosed in Note 7 of the Notes to Consolidated Financial Statements included in Item 8 of Form 10-K/A, for the year ended
December 31, 2006, filed on March 4, 2008. Effective April 1, 1999, the Company established a defined benefit pension plan that covers essentially all union employees. The plan provides certain levels of benefits based on years of
service and wage levels, but does not provide benefits for any prior service. In addition, defined contribution plans for both union and nonunion employees were established.

In 2003 the Company agreed to defined contributions, for certain union employees, to multi-employer union pension plans. This was done in exchange for freezing service time and the pension factor in the aforementioned
defined benefit plan as of the first quarter of 2004 and eliminating post-retirement benefits for affected employees.

The Company also established
post-retirement benefit plans for all hourly and salaried employees effective April 1, 1999. The union employees who become eligible to retire under the defined benefit plan, and are not a part of the unions that have elected the multi-employer
option, will retain health benefits and certain other benefits for life. Salaried employees who retire after age 60 with a combined 10 years service with Wise Alloys LLC and the previous owner of the Wise Alloys facilities will be eligible for
medical benefits until age 65.

The Companys funding policy for these plans is to contribute negotiated amounts to the multi-employer funds and
amounts necessary to meet minimum funding requirements of the Employee Retirement Income Security Act for the defined benefit plans but not to exceed the maximum deductible amount allowed by the Internal Revenue Code. The Company contributed $1,644
to the multi-employer plans during 2006. Contributions to the defined benefit plan are expected to be $2,710 during 2007.

The 2007 and 2006 amounts shown
below reflect the defined benefit pension and other postretirement benefit expense for the three-month periods ended March 31 for each year:



|                                   |  |                              |      |   |                                |   |      |      |  |   |      |   |  |   |     |  
|---------------------------------- |  | ---------------------------- | ---- | - | ------------------------------ | - | ---- | ---- |  | - | ---- | - |  | - | --- | -
|                                   |  | Three months ended March 31, |     
|                                   |  | Pension Benefits             |      |   | Other Post Retirement Benefits |  
|                                   |  | 2007                         |      |   | 2006                           |   |      | 2007 |  |   | 2006 |  
|Service cost                       |  | $                            | 344  |   |                                | $ | 325  |      |  | $ | 356  |   |  | $ | 385 |  
|Interest cost                      |  |                              | 281  |   |                                |   | 237  |      |  |   | 142  |   |  |   | 115 |  
|Expected return on plan assets     |  |                              | (273 | ) |                                |   | (175 | )    |  |   |     |   |  |   |    |  
|Amortization of prior service cost |  |                              | 9    |   |                                |   | 9    |      |  |   |     |   |  |   |    |  
|Net gain recognition               |  |                              | 11   |   |                                |   | 7    |      |  |   | (29  | ) |  |   | (31 | )
|                                   |  |                              |      |   |                                |   |      |      |  |   |      |   |  |   |     |  
|Net periodic benefit cost          |  | $                            | 372  |   |                                | $ | 403  |      |  | $ | 469  |   |  | $ | 469 |  
|                                   |  |                              |      |   |                                |   |      |      |  |   |      |   |  |   |     |  

6. Commitments and Contingencies

The Company is a defendant in an action brought by Merrill Lynch, Pierce, Fenner & Smith Incorporated pending in the New York Supreme Court, County of New York. In this action, Merrill Lynch seeks $0.9
million for out-of-pocket costs and expenses allegedly incurred pursuant to a letter agreement between Wise Metals and Merrill Lynch dated January 31, 2002, in which Merrill Lynch alleges that Wise Metals agreed to reimburse Merrill Lynch for
such costs and expenses. Wise Metals has hired counsel and is vigorously contesting this lawsuit and believes it has meritorious defenses. Wise Metals has filed an answer to the complaint denying the material allegations and alleging several
affirmative defenses and



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##### Table of Contents

counterclaims which exceed in amount the sum sought by Merrill Lynch. Merrill Lynch moved to dismiss the Wise Metals counterclaims and by an order
dated December 30, 2004, the Court granted this motion, dismissed the counterclaims and permitted Wise Metals to replead two of the counterclaims. Wise Metals appealed, which resulted in a reversal reinstating the dismissed counterclaims.
Merrill Lynch has replied to the counterclaims. The action is proceeding and is presently in the discovery stages. The Company believes that it is not currently possible to estimate the ultimate outcome of this litigation. As a result, no expense
for any potential adverse outcome of this matter has been recorded in the consolidated financial statements.

The Company is a defendant in an action
brought by a former executive seeking compensatory damages pending in Delaware State Court. The plaintiff alleges that certain transactions between Wise Metals Group members violated the Companys Limited Liability Company Agreement because
other members were not afforded the opportunity to participate on equal terms, breach of fiduciary duty and conversion of a portion

of the
plaintiffs equity interest in the Company. The Company has hired counsel, is vigorously contesting this lawsuit and believes it has meritorious defenses. In addition, this plaintiff sought to enforce an alleged settlement contract with the
Company in Alabama State Court. The plaintiff alleged that a deal had been negotiated whereby in exchange for $2 million, the plaintiff would surrender his equity interest in the Company, forgo any claim for a $1 million severance that plaintiff
alleges would otherwise come due on his 62nd birthday (payable in $50 thousand quarterly installments) and provide the Company with a general release of any existing or potential claims. The Company has accrued a $1 million reserve in connection
with this litigation. The Company filed for summary judgment on all claims related to this alleged settlement and on February 12, 2007, the Alabama Court granted the motion in full and dismissed all claims with prejudice. The Plaintiff has
noticed an appeal of this ruling, though no briefing schedule has been set by the court.

The Company is a party to certain claims and litigation
associated with employment related matters for which management believes that the ultimate resolution will not have a material adverse impact on the Companys financial position.

Future environmental regulations, including those under the Clean Air Act and Clean Water Act, or more aggressive enforcement of existing regulations, may result in stricter compliance requirements for the Company and
for the aluminum industry in general.

In connection with our acquisition of the Listerhill facility in 1999, a consultant performed a soil and groundwater
investigation (Phase II Report) to identify any environmental issues at the various plants that comprise the Listerhill facility. That Phase II Report identified certain on-site environmental areas of concern that may potentially require
investigation or remediation and provided a then-present value estimate of approximately $18 million to address them. Pursuant to the Listerhill facility purchase agreement, the prior owner of the Listerhill facility, Reynolds, now Alcoa, is
required to perform the work necessary and to indemnify the Company against the environmental matters required by applicable law to be addressed that are identified in the Phase II Report and any other such environmental liabilities attributable to
Reynolds that were identified on or before March 31, 2004 subject to certain limitations. Alcoa disagrees with the cost estimates contained in the Phase II Report and has stated that it estimates that the environmental issues identified in the
Phase II Report will cost less than $18 million to remediate. Although Alcoa has conducted some on-site environmental investigations and sampling and has submitted reports to the Alabama Department of Environmental Management (ADEM) regarding most
of the on-site areas of concern, it has not yet commenced cleanup activities with respect to many of the areas of concern.

The Company is also party to an
Environmental Cooperation Agreement, or ECA, with Alcoa, which is Reynolds successor. The ECA addresses, among other things, the use of a surface water ditch system by both us and Alcoa, the use of process water retention ponds on Alcoas
property and certain surface drainage easements across our property. The ECA expires in December 2009, with automatic two year renewal periods unless either party elects to terminate, in which event the ECA will terminate one year following such
election. Under the ECA, each party defends and indemnifies the other against claims arising from its own violations of any applicable environmental laws, its handling, use, or disposal of hazardous materials at the Listerhill facility, a breach of
any warranties, representations or covenants in the agreement, or damage or loss to property and injury to or death of any persons.



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In November 2006 the Company received notice from the Environmental Protection Agency (EPA) regarding certain
violations of the Clean Air Act. The Company disputes some of the alleged violations and has initiated actions to come into compliance with the relevant requirements. The EPA has indicated its intent to resolve the violations through a judicial
consent-decree, including the payment of civil penalties by the Company. Discussions with the EPA are ongoing. The ultimate outcome cannot be reasonably estimated at this time and thus no expense has been recorded in the Companys consolidated
financial statements.

The Company is subject to certain monthly purchase commitments for raw materials. The amount of inventory under this commitment not
yet received was $10,403 and $15,382 as of March 31, 2007 and December 31, 2006, respectively.

7. Business Segment Information

A reportable segment is a component of an enterprise in which the operating results are regularly reviewed by the enterprises chief operating
decision maker to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available. The Company has two reportable segments under SFAS No. 131, Disclosures
about Segments of an Enterprise and Related Information: Alloys and Recycling.

Wise Alloys: Alloys principally manufactures and sells aluminum
can sheet to aluminum can producers and also serves the transportation, building, and construction markets. Beverage can stock is aluminum sheet specifically designed and engineered for use in the production of aluminum beverage cans and represents
the Companys primary product. Can stock customers include Ball Corporation, Crown Holdings, Inc. and Rexam PLC, the three largest beverage can manufacturers in the world. In addition, Alloys produces food can stock and semi-fabricated aluminum
sheet for building and construction, transportation and other markets.

Wise Recycling: Recycling is engaged in the recycling and sale of scrap
aluminum and other non-ferrous metals for use by Alloys as well as for sale to third parties. Recycling provides the Company with an effective, profitable infrastructure to obtain a portion of Alloys scrap requirements. Recycling has developed
a collection process that utilizes both direct acquisitions from scrap dealers and industrial accounts, as well as off-the-street from the actual consumer. Furthermore, Recycling collects other forms of non-ferrous scrap, primarily
non-UBC aluminum, copper and brass, for sale in the merchant market. The Company is currently expanding the business of Recycling to include warehousing operations in order to provide regional shipping centers for our scrap collection and to enhance
the ability to provide a vendor managed inventory program for Alloys customers.

Substantially all revenues and assets are attributed to or are located in
the United States. The Company evaluates segment performance based on profit or loss from operations excluding corporate general and administrative expenses, LIFO adjustments, and derivative gains or losses included in cost of sales. The accounting
policies of the segments are the same as those described in the significant accounting policies.

We have concluded that TMC is not a reportable segment
because it is not significant to our consolidated operations and represents less than 10% of our revenues and its absolute profit or loss represents less than 10% of our absolute profit or loss in each of the past three years ended December 31,
2006, 2005 and 2004 and for the three months ended March 31, 2007. Additionally, TMCs assets were less than 10% of the combined assets of our operating segments as of December 31, 2006, 2005 and 2004 and as of March 31, 2007.
Financial information about TMC is included in the Other caption in the tables below.



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##### Table of Contents

The following table sets forth information on the Companys reportable segments:



|                                                |  |                             |         |   |          |   |         |  
|----------------------------------------------- |  | --------------------------- | ------- | - | -------- | - | ------- | -
|                                                |  | Three Months EndedMarch 31, |        
|                                                |  | 2007                        |         |   | 2006     |  
|                                                |  | Restated                    |         |   | Restated |  
|Net Sales                                       |  |                             |         |   |          |   |         |  
|Alloys                                          |  | $                           | 222,666 |   |          | $ | 197,162 |  
|Recycling  (Note 1)                            |  |                             | 29,271  |   |          |   | 24,285  |  
|Other                                           |  |                             | 578     |   |          |   | 371     |  
|                                                |  |                             |         |   |          |   |         |  
|Net sales                                       |  | $                           | 252,515 |   |          | $ | 221,818 |  
|                                                |  |                             |         |   |          |   |         |  
|Segment profit (loss)                           |  |                             |         |   |          |   |         |  
|Alloys                                          |  | $                           | 8,284   |   |          | $ | (614    | )
|Recycling  (Note 1)                            |  |                             | 1,940   |   |          |   | 2,370   |  
|Other                                           |  |                             |        |   |          |   |        |  
|                                                |  |                             |         |   |          |   |         |  
|Segment profit                                  |  |                             | 10,224  |   |          |   | 1,756   |  
|Unrealized gain on derivative instrument        |  |                             | 11,019  |   |          |   | 4,711   |  
|Corporate and other undistributed expenses, net |  |                             | (17,678 | ) |          |   | (2,967  | )
|                                                |  |                             |         |   |          |   |         |  
|Net income                                      |  | $                           | 3,565   |   |          | $ | 3,500   |  
|                                                |  |                             |         |   |          |   |         |  

Note 1: The Company has eliminated all intercompany sales and cost of sales associated with transfers of recycled
aluminum from Recycling to Alloys. Recycling transfers aluminum to Alloys at market value and recognizes profit only when the sale to the end consumer is completed. During each of the periods presented, Recycling transferred aluminum with a cost of
$25,585 and $19,777 to Alloys for the three months ended March 31, 2007 and 2006, respectively.



|                                    |  |                 |         |                  |   |        
|----------------------------------- |  | --------------- | ------- | ---------------- | - | -------
|                                    |  | As of          
|                                    |  | March 31,2007   |         | December 31,2006
|                                    |  | Restated        |         | Restated        
|Total Assets                        |  |                 |         |                  |   |        
|Alloys                              |  | $               | 310,640 |                  | $ | 294,417
|Recycling                           |  |                 | 37,352  |                  |   | 31,409 
|Corporate and other                 |  |                 | 8,804   |                  |   | 9,093  
|                                    |  |                 |         |                  |   |        
|Total assets                        |  | $               | 356,796 |                  | $ | 334,919
|                                    |  |                 |         |                  |   |        
|                                    | 
|                                    |  | As of March 31,
|                                    |  | 2007            |         | 2006            
|Depreciation and Amortization       |  |                 |         |                  |   |        
|Alloys                              |  | $               | 3,175   |                  | $ | 2,928  
|Recycling                           |  |                 | 171     |                  |   | 144    
|Corporate and other                 |  |                 |        |                  |   | 42     
|                                    |  |                 |         |                  |   |        
|Total depreciation and amortization |  | $               | 3,346   |                  | $ | 3,114  
|                                    |  |                 |         |                  |   |        



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|                           |  |                             |       |      |   |      
|-------------------------- |  | --------------------------- | ----- | ---- | - | -----
|                           |  | Three monthsended March 31,
|                           |  | 2007                        |       | 2006
|Capital Expenditures       |  |                             |       |      |   |      
|Alloys                     |  | $                           | 3,141 |      | $ | 3,262
|Recycling                  |  |                             | 87    |      |   | 540  
|Corporate and other        |  |                             |      |      |   |     
|                           |  |                             |       |      |   |      
|Total capital expenditures |  | $                           | 3,228 |      | $ | 3,802
|                           |  |                             |       |      |   |      



|ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Restated)
|------- | ------------------------------------------------------------------------------------------------

Overview

We are the third largest producer of aluminum beverage can
sheet in the world and one of the largest aluminum scrap recyclers in the United States based on The Aluminum Association, Inc., a trade association for producers of primary aluminum and semi-fabricated aluminum products and recyclers. Beverage can
sheet is aluminum sheet specifically designed and engineered for the production of aluminum beverage cans. Our customers include Ball, Crown, and Rexam. These customers produce aluminum cans for the largest brewers and carbonated soft drink makers
in North America. In addition, we provide food container stock and semi-fabricated aluminum sheet for the transportations and other common alloy markets. In 2006, we supplied an estimated 14% of the North American market for aluminum beverage can
sheet as measured by volume and we own one of only five beverage can sheet facilities in North America, providing valuable capacity to a consolidated industry. We further estimate that our market share for 2007 will remain consistent, while also
increasing our market presence in the common alloy markets.

Unlike some of our principal competitors, we do not manufacture aluminum from
bauxite. Instead, we process aluminum scrap and prime aluminum manufactured by third parties. As a result, we do not have the capital requirements and high fixed costs associated with the production of prime aluminum. Historically, prices of our
aluminum can sheet and other products have been directly correlated to the prices of our metal costs due to the standard industry practice of passing through metal costs to customers, subject to the impacts of metal ceiling or price
caps. The Company expects to have no impact from metal ceilings in 2007.

Restatement

As discussed in Note 2 to the consolidated financial statements in Form 10-Q/A for the quarter ended March 31, 2007, the Company restated its
financial statements for the year ended December 31, 2006 and the quarters ended March 31, 2007 and 2006 to:



| | 1. | Correct the presentation of the LIFO reserve as of December 31, 2006 and March 31, 2007;
| | -- | ----------------------------------------------------------------------------------------



| | 2. | Properly present its pension benefit obligation amounts as of December 31, 2006 and March 31, 2007 in accordance with SFAS 87;
| | -- | ------------------------------------------------------------------------------------------------------------------------------



| | 3. | Correct the presentation of members equity and report comprehensive income to comply with SFAS 130; and
| | -- | --------------------------------------------------------------------------------------------------------



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| | 4. | Correct the classification of shipping and handling fees in accordance with EITF 00-10.
| | -- | ---------------------------------------------------------------------------------------



| | 5. | Correct the reclassification adjustment between cost of goods sold and selling, general and administrative expense that was made in error for the three month period ended
March 31, 2007.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Quarterly Information

Our quarterly revenues tend to fluctuate period to period based in large part on changes in aluminum prices. These changes generally do not affect our cash flow because we seek to match our hedging positions to our
contractually-obligated sales agreements. We also pass aluminum cost increases to customers through an indexed pricing mechanism and/or by fixing the cost of metal through forward contracts on the London Metals Exchange (LME). Our net income may
also fluctuate period to period based on the mark to market adjustments for derivatives we hold to hedge aluminum and natural gas. Because we do not designate our forward contracts as hedges under Statement of Financial Accounting Standards
No. 133 (SFAS 133), Accounting for Derivative Instruments and Hedging Activity, we are required to recognize the non-cash mark to market adjustment in our current earnings and these adjustments may be material.

Critical Accounting Policies

We have prepared our
financial statements in conformity with accounting principles generally accepted in the United States. These statements include some amounts that are based on informed judgments and estimates of management. Our critical accounting policies are
discussed in Item 7, Managements Discussion and Analysis of Financial Condition and Results of Operations  Critical Accounting Policies in our Annual Report on Form 10-K/A, for the year ended December 31, 2006,
filed on March 4, 2008. Since the date of our 2006 Form 10-K/A, there have been no changes to our critical accounting policies or the methodologies and assumptions applied under them.

Operating Results

Three months ended
March 31, 2007 and 2006

Sales.Consolidated sales increased from $221.8 million in the three months ended March 31, 2006, to $252.5
million in the comparable period in 2007, an increase of $30.7 million or 14%. The increase was a result of higher prices driven primarily by higher metal cost pass-through while shipments remained relatively flat decreasing from 169.9 million
pounds in the first three months of 2006 to 169.3 million pounds in the first three months of 2007.

Wise Alloys sales increased from
$197.2 million in the three months ended March 31, 2006 to $222.7 million in the comparable period in 2007, an increase of $25.5 million or 13%. First quarter shipments, however, were lower due mostly to can sheet customers reducing inventory
quantities from year-end levels combined with the effect of slightly lower contractual volumes which resulted from negotiations to improve pricing. Shipment volumes decreased from 144.0 million pounds in the three months ended March 31,
2006 to 137.2 million pounds in the first quarter of 2007, a decrease of 6.8 million pounds or 5%. Offsetting the decrease in shipment volumes were price increases that were effective on January 1, 2007.

Wise Recycling sales to third parties increased from $24.3 million in the three months ended March 31, 2006 to $29.3 million in the comparable
period in 2007, an increase of $5.0 million or 21%. Shipments by Wise Recycling to third parties increased approximately 24% for the first quarter of 2007 due to higher recycling activity.

Cost of Sales. Consolidated cost of sales increased from $212.9 million in the three months ended March 31, 2006, to $247.9 million in the
three months ended March 31, 2007, an increase of $35 million or 16%.

Wise Alloys cost of sales increased from $197.8 million in the
three months ended March 31, 2006 to $214.2 million in the three months ended March 31, 2007, an increase of $16.4 million or 8%. Metal costs, representing 69% of Alloys cost of sales in the first quarter of 2006 and 70% in the first
quarter of 2007,



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increased from $137.3 million in the first quarter of 2006 to $150.2 million in the first quarter of 2007, an increase of $12.9 million or 9%. The increase
is attributable to higher metal prices offset by the 5% decrease in shipments. This was partially offset by a 25% decrease in natural gas cost from $12.25 per mmBTUs for the three months ended March 31, 2006 to $9.21 per mmBTUs for
the three months ended March 31, 2007.

Wise Recycling cost of sales associated with third party sales increased from $21.6 million in
the three months ended March 31, 2006 to $26.9 million in the three months ended March 31, 2007, an increase of 25%. The increase can be attributed to the increased volumes at Recycling.

Selling, General and Administrative. Selling, general and administrative expense was $3.0 million in the first quarter of 2006 and in the first
quarter of 2007.

Interest Expense and Fees. Interest expense and fees increased from $7.1 million in the first quarter of 2006 to
$9.1 million in the first quarter of 2007 due to higher outstanding amounts on our line of credit which increased from $161.5 million at March 31, 2006, to $182.5 million at March 31, 2007. The increase was due to higher working capital
needs caused by higher metal prices.

Mark-to-Market for Contracts under SFAS No. 133.This income represents the non-cash gain
we recognized from changes in the value of our derivative financial instruments. The unrealized gains were primarily a result of forward contracts entered into to hedge the cost of natural gas and aluminum. The fair value increase during the first
quarter of 2006 was $4.7 million compared to an increase of $11.0 million during the first quarter of 2007.

Liquidity and Capital Resources

For a more complete discussion, refer to our Annual Report on Form 10-K for the year ended December 31, 2006. The following
discusses material changes in our liquidity and capital resources in the first quarter of 2007.

As of March 31, 2007, the outstanding
balance on our revolving line of credit facility was $182.5 million. In addition, we had approximately $1.9 million of outstanding letters of credit against our $207.5 million revolving credit line. The termination date on the facility is
May 5, 2009. The facility is considered short term due to the use of a lockbox as well as material adverse effect language within the agreement. The terms of the credit facility permit us to enter into various forms of additional financing with
varying amounts. As of March 31, 2007, the Company was in compliance with the debt covenants under this agreement. Furthermore, we frequently offer cash discounts for early payment against receivables from our major can sheet customers which
can also decrease outstanding debt and increase overall liquidity.

Our liquidity has been directly impacted by aluminum prices which have
increased steadily and dramatically since 2002. Average aluminum prices in 2002 were 65.4 cents per pound and have risen over 87% to average $1.22 per pound in 2006 and risen still further to average $1.30 per pound for the three months ended
March 31, 2007. These price increases have impacted and are continuing to impact our working capital requirements resulting in higher outstanding debt supported by higher levels of receivables and inventory. Our net liquidity is determined
based on a standard borrowing base formula which accounts for the collateral value of inventory and receivables on a basis approximating the lower of current cost (on a first-in-first-out, or FIFO basis) or fair market value. This borrowing base is
then compared to the outstanding loan balance including outstanding letters of credit to determine a net amount available for additional borrowings.

Three months ended March 31, 2007 and 2006

Operating Activities. During the three months ended March 31,
2007, net cash used in operating activities was $16.3 million, compared to $25.0 million during the three months ended March 31, 2006. Fluctuations in cash used in and provided by operating activities are subject to changing working capital
requirements especially for accounts receivable and inventory. During the three months ended March 31, 2006, accounts receivable decreased from $73.3 million at December 31, 2005, to $69.3 million at March 31, 2006,



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representing a decrease of $4.0 million. In the first quarter of 2007, receivables decreased from $104.1 million at December 31, 2006, to $90.9 million
at March 31, 2007, a decrease of $13.2 million. The receivables at December 31, 2006, were relatively high as a result of a significant can sheet customer who had increased its order rate significantly at the end of the year leading to a
temporary increase in accounts receivable and a corresponding decrease in inventory levels. This also contributed to a $37.8 million increase in inventory from December 31, 2006 to March 31, 2007. This was somewhat offset by aluminum
prices, which decreased from an average of $1.31 per pound in December to an average of $1.29 per pound in March 2007.

Effective
March 31, 2006 the Company executed an asset sale agreement with a financial institution that allows the Company to sell certain accounts receivable up to $17 million on a non-recourse basis. This agreement was due to expire on
December 31, 2006. On December 31, 2006 the agreement was renewed and extended to June 29, 2007, and allowed the Company to sell certain accounts receivable up to $10 million on a non-recourse basis. The agreement was further amended
on April 9, 2007 to increase the facility to a total of $20 million. As of March 31, 2007 the Company had sold $10 million of accounts receivable under this agreement. Subsequent to March 31, 2007, the total amount of receivables sold
under this agreement had reached $20 million.

Investing Activities. In the three months ended March 31, 2007, our capital
expenditures were $3.2 million, compared to $3.8 million during the same period in 2006. Both first quarter periods included some significant projects leading to relatively higher expenditures in the quarter. First quarter 2006 projects included
expansion of one of our recycling facilities and a major project to upgrade one of our furnaces. First quarter 2007 projects included a significant furnace rebuild. The Company is continuing the next step in a program to further diversify industry
product offerings by adding increased width to its aluminum can-stock capabilities. The results of this phase will extend the width of Wise Alloys can stock from 60 inches to 72 inches by the end of 2008. This project will allow Wise Alloys
can-sheet product to become also available to beverage-can producers that use 14 and 15 out extended-width cupping presses in their manufacturing process.

Financing Activities. Net cash provided by financing activities was $19.6 million in the three months ended March 31, 2007, compared to $24.4 million in the first three months of 2006. Net cash provided by
financing activities was related to increased borrowings under the revolving line of credit to fund increased working capital needs due to an increase in inventories in 2007 and primarily due to higher aluminum prices in 2006 and capital
expenditures.

In 2006 the Company executed a sale-financing agreement on certain pieces of production equipment with The Employees
Retirement System of Alabama in the amount of $29.9 million. The agreement executed on November 13, 2006 provided the Company with an initial funding of $14.95 million followed by an additional $14.95 million which the Company drew down on
January 3, 2007. The agreement qualifies as a capital lease and has a three-year term with a fixed interest rate of 10.7%.



|ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|------- | ----------------------------------------------------------

For the quarter ended March 31, 2007 there are no material changes to the quantitative and qualitative disclosures about market risk presented in Item 7A of the Companys Annual Report on Form 10-K/A, for the year ended
December 31, 2006, filed on March 4, 2008.



|ITEM 4. | CONTROLS AND PROCEDURES
|------- | -----------------------

(a) Disclosure Controls
and Procedures

As stated in Note 2 to the consolidated financial statements in Form 10-K/A for the year ended December 31, 2006 , we
have restated our financial statements for the years ended December 31, 2006, 2005 and 2004 and related disclosures. We have also restated our interim financial statements for the six months ended March 31, 2007 and 2006.

As of March 31, 2007, our management, including our Chief Executive Officer (CEO) and Chief Financial Officer (CFO), has conducted an evaluation of
the effectiveness of our disclosure controls and procedures (as defined in Securities Exchange Act Rule 13a-15(e), as amended). Based on the



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evaluation, our CEO and CFO concluded that our disclosure controls and procedures as of March 31, 2007 were not effective because of a material weakness
in internal control over financial reporting described below. The CEO and CFOs original conclusions regarding the effectiveness of their disclosure controls and procedures as well as the identification of a material weakness in those controls
and procedures was not affected by this restatement.

A material weakness is a deficiency, or a combination of deficiencies, in internal
control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Companys annual or interim financial statements will not be prevented or detected on a timely basis.

As previously disclosed in Item 9A of our 2006 Annual Report on Form 10-K/A, we identified the following material weakness as of December 31,
2006, which also existed as of March 31, 2007:

The Company has not maintained sufficient staff with appropriate training in
US GAAP and SEC financial rules and regulations. This deficiency has led to material misstatements and the restatement of the Companys financial statements.

(b) Status of Plan for Remediation of Material Weakness

The Company has evaluated its resource requirements
to ensure the timely and effective review and management of its financial reporting. The Company has formed a Finance Committee consisting of various financial and accounting personnel to regularly review the effectiveness of internal control over
reporting and is evaluating staffing requirements to ensure the preparation of financial statements in accordance with GAAP. It has also added and is continuing to add additional financial staff, and has reviewed and updated scheduling and planning
protocols in place to ensure continued timely compliance with SEC reporting deadlines. The formation of a Finance Committee, the addition of financial staff and the updating of protocols will ensure that misstatements similar to those addressed by
this restatement will not occur in the future. Despite making progress during the first quarter of 2007, the remedial action described above is ongoing and is not yet complete. Therefore, the material weakness identified in the Companys Annual
Report on Form 10-K/A for the year ended December 31, 2006 has not been remediated as of March 31, 2007.

We are continuing to
perform the systems and process evaluation testing of our internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act, in order to allow management to report on the internal control over financial reporting
which will be required for the fiscal year ending December 31, 2007. Furthermore, the Company has begun to execute a plan to engage an external consulting firm to assist in a review of its internal control over financial reporting and to
develop a plan to test those controls over financial reporting and assist management in any required remediation activity.

(c) Changes in
Internal Control Over Financial Reporting

There was no change in the Companys internal control over financial reporting that occurred
during the first fiscal quarter ended March 31, 2007, nor as a result of this restatement that has materially affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting.

PART II. OTHER INFORMATION



|ITEM 1. | LEGAL PROCEEDINGS
|------- | -----------------

We are a defendant from time to
time in various legal actions arising in the normal course of business, the outcomes of which, in the opinion of management, neither individually nor in the aggregate are likely to result in a material adverse effect on our business, results of
operations or financial condition. The following describes material developments in the first quarter of 2007 with respect to those proceedings reported in our Annual Report on Form 10-K/A, for the year ended December 31, 2006, filed
March 4, 2008.



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The Company is a defendant in an action brought by a former executive seeking compensatory damages
pending in Delaware State Court. The plaintiff alleges that certain transactions between Wise Metals Group members violated the Companys Limited Liability Company Agreement because other members were not afforded the opportunity to participate
on equal terms, breach of fiduciary duty and conversion of a portion of the plaintiffs equity interest in the Company The Company has hired counsel, is vigorously contesting this lawsuit and believes it has meritorious defenses. In addition,
this plaintiff sought to enforce an alleged settlement contract with the Company in Alabama State Court. The plaintiff alleged that a deal had been negotiated whereby in exchange for $2 million the plaintiff would surrender his equity interest in
the Company, forgo any claim for a $1 million severance that plaintiff alleges would otherwise come due on his 62nd birthday (payable in $50,000 quarterly installments) and provide the Company with a general release of any existing or potential
claims. The Company has accrued a $1 million reserve in connection with this litigation. The Company filed for summary judgment on all claims related to this alleged settlement and on February 12, 2007, the Alabama Court granted the motion in
full and dismissed all claims with prejudice. The Plaintiff has noticed an appeal of this ruling, though no briefing schedule has been set by the court.

http://www.sec.gov/Archives/edgar/data/1297014/000119312507115833/d10q.htm-toc



|ITEM 1A. | RISK FACTORS
|-------- | ------------

There were no material changes from
the risk factors as previously disclosed in our Annual Report on Form 10-K/A, for the year ended December 31, 2006, filed on March 4, 2008.



|ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|------- | -----------------------------------------------------------

None.



|ITEM 3. | DEFAULTS UPON SENIOR SECURITIES
|------- | -------------------------------

None.



|ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
|------- | ---------------------------------------------------

None.



|ITEM 5. | OTHER INFORMATION
|------- | -----------------

None.



|ITEM 6. | EXHIBITS
|------- | --------



|31.1 | Certification of Chief Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934.
|---- | --------------------------------------------------------------------------------------------------------



|31.2 | Certification of Chief Financial Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934.
|---- | --------------------------------------------------------------------------------------------------------



|32.1 | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|---- | ---------------------------------------------------------------------------------------------------



|32.2 | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|---- | ---------------------------------------------------------------------------------------------------

SIGNATURES

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



|                     |  |  |  |                                     
|-------------------- |  |  |  | ------------------------------------
|                     |  |  |  | WISE METALS GROUP LLC               
|                     |  | 
|Dated: March 4, 2008 |  |  |  | /s/ David DAddario                 
|                     |  |  |  | David DAddario                     
|                     |  |  |  | Chairman and Chief Executive Officer
|                     |  | 
|                     |  |  |  | /s/ Kenneth Stastny                 
|                     |  |  |  | Kenneth Stastny                     
|                     |  |  |  | Chief Financial Officer             



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