---

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



---



Form 10-Q



---



QUARTERLY REPORT PURSUANT TO SECTION
13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934



For The Quarter Ended June 30, 2005



---



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  x    No ̈



Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Securities Exchange Act of
1934).    Yes ̈No  x



---



---

|                              |  |         |  |                                                                                                                    |  |   
|----------------------------- |  | ------- |  | ------------------------------------------------------------------------------------------------------------------ |  | --
|Part I. FINANCIAL INFORMATION |  |        
|                              |  |         | 
|                              |  | Item 1. |  | Financial Statements                                                                                               |  | 4 
|                              |  |         | 
|                              |  |         |  | Condensed Consolidated Balance Sheets at June 30, 2005 and December 31, 2004                                       |  | 5 
|                              |  |         | 
|                              |  |         |  | Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2005 and June 30, 2004 |  | 5 
|                              |  |         | 
|                              |  |         |  | Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2005 and June 30, 2004           |  | 6 
|                              |  |         | 
|                              |  |         |  | Notes to Condensed Consolidated Financial Statements                                                               |  | 7 
|                              |  |         | 
|                              |  | Item 2. |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                              |  | 11
|                              |  |         | 
|                              |  | Item 3. |  | Quantitative and Qualitative Disclosures About Market Risk                                                         |  | 15
|                              |  |         | 
|                              |  | Item 4. |  | Controls and Procedures                                                                                            |  | 15
|                              | 
|Part II. OTHER INFORMATION    |  |        
|                              |  |         | 
|                              |  | Item 1. |  | Legal Proceedings                                                                                                  |  | 16
|                              |  |         | 
|                              |  | Item 2. |  | Changes in Securities and Use of Proceeds                                                                          |  | 16
|                              |  |         | 
|                              |  | Item 3. |  | Defaults Upon Senior Securities                                                                                    |  | 16
|                              |  |         | 
|                              |  | Item 4. |  | Submission of Matters to a Vote of Security Holders                                                                |  | 16
|                              |  |         | 
|                              |  | Item 5. |  | Other Information                                                                                                  |  | 16
|                              |  |         | 
|                              |  | Item 6. |  | Exhibits and Reports on Form 8-K                                                                                   |  | 16
|                              | 
|SIGNATURES                    |  | 17     



2



---

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 this Item 2, Managements Discussion and Analysis of Financial Condition and Results of Operations.



3



---

PART I. FINANCIAL INFORMATION



ITEM 1. FINANCIAL STATEMENTS



Wise Metals Group LLC

Condensed Consolidated Balance Sheets

(In thousands)



|                                          |  |              |         |   |                  |   |         |  
|----------------------------------------- |  | ------------ | ------- | - | ---------------- | - | ------- | -
|                                          |  | June 30,2005 |         |   | December 31,2004 |  
|                                          |  | (Unaudited)  |         |   |                  |  
|Assets                                    |  |              |         |   |                  |   |         |  
|Current assets:                           |  |              |         |   |                  |   |         |  
|Cash and cash equivalents                 |  | $            | 686     |   |                  | $ | 7,669   |  
|Restricted cash                           |  |              | 1,248   |   |                  |   | 250     |  
|Accounts receivable, less allowance       |  |              | 75,514  |   |                  |   | 46,336  |  
|Inventories                               |  |              | 172,396 |   |                  |   | 175,809 |  
|Other current assets                      |  |              | 11,540  |   |                  |   | 9,601   |  
|                                          |  |              |         |   |                  |   |         |  
|Total current assets                      |  |              | 261,384 |   |                  |   | 239,665 |  
|Non-current assets:                       |  |              |         |   |                  |   |         |  
|Property and equipment, net               |  |              | 86,261  |   |                  |   | 85,375  |  
|Other assets                              |  |              | 9,514   |   |                  |   | 9,147   |  
|Goodwill                                  |  |              | 283     |   |                  |   | 283     |  
|                                          |  |              |         |   |                  |   |         |  
|Total non-current assets                  |  |              | 96,058  |   |                  |   | 94,805  |  
|                                          |  |              |         |   |                  |   |         |  
|Total assets                              |  | $            | 357,442 |   |                  | $ | 334,470 |  
|                                          |  |              |         |   |                  |   |         |  
|Liabilities and members deficit:         |  |              |         |   |                  |   |         |  
|Current liabilities:                      |  |              |         |   |                  |   |         |  
|Accounts payable                          |  | $            | 65,420  |   |                  | $ | 57,855  |  
|Borrowing under revolving credit facility |  |              | 119,043 |   |                  |   | 101,675 |  
|Current portion of long-term debt         |  |              | 1,508   |   |                  |   | 1,529   |  
|Accrued expenses, payroll and other       |  |              | 23,969  |   |                  |   | 22,739  |  
|                                          |  |              |         |   |                  |   |         |  
|Total current liabilities                 |  |              | 209,940 |   |                  |   | 183,798 |  
|                                          |  |             
|Non-current liabilities:                  |  |              |         |   |                  |   |         |  
|Senior secured notes                      |  |              | 150,000 |   |                  |   | 150,000 |  
|Term loans, less current portion          |  |              | 930     |   |                  |   | 1,040   |  
|Other liabilities                         |  |              | 10,986  |   |                  |   | 12,397  |  
|                                          |  |              |         |   |                  |   |         |  
|Total non-current liabilities             |  |              | 161,916 |   |                  |   | 163,437 |  
|Members deficit:                         |  |              | (14,414 | ) |                  |   | (12,765 | )
|                                          |  |              |         |   |                  |   |         |  
|Total liabilities and members deficit    |  | $            | 357,442 |   |                  | $ | 334,470 |  
|                                          |  |              |         |   |                  |   |         |  



See accompanying notes.



4



---

Wise Metals Group LLC

Condensed Consolidated Statements of Operations

(In Thousands)

(Unaudited)



|                                                 |  |                            |         |   |                           |   |         |      |  |   |         |   |  |   |         |  
|------------------------------------------------ |  | -------------------------- | ------- | - | ------------------------- | - | ------- | ---- |  | - | ------- | - |  | - | ------- | -
|                                                 |  | Three months endedJune 30, |         |   | Six months ended June 30, |  
|                                                 |  | 2005                       |         |   | 2004                      |   |         | 2005 |  |   | 2004    |  
|Sales                                            |  | $                          | 231,154 |   |                           | $ | 197,953 |      |  | $ | 452,715 |   |  | $ | 395,169 |  
|Cost of sales                                    |  |                            | 221,215 |   |                           |   | 188,113 |      |  |   | 436,676 |   |  |   | 387,318 |  
|                                                 |  |                            |         |   |                           |   |         |      |  |   |         |   |  |   |         |  
|Gross margin                                     |  |                            | 9,939   |   |                           |   | 9,840   |      |  |   | 16,039  |   |  |   | 7,851   |  
|Operating expenses:                              |  |                            |         |   |                           |   |         |      |  |   |         |   |  |   |         |  
|Selling, general, and administrative             |  |                            | 3,122   |   |                           |   | 2,615   |      |  |   | 5,818   |   |  |   | 5,116   |  
|                                                 |  |                            |         |   |                           |   |         |      |  |   |         |   |  |   |         |  
|Operating income                                 |  |                            | 6,817   |   |                           |   | 7,225   |      |  |   | 10,221  |   |  |   | 2,735   |  
|                                                 |  |                            |         |  
|Other income (expense):                          |  |                            |         |   |                           |   |         |      |  |   |         |   |  |   |         |  
|Early extinguishment of debt                     |  |                            |        |   |                           |   | (7,455  | )    |  |   |        |   |  |   | (7,455  | )
|Interest expense and fees, net                   |  |                            | (6,249  | ) |                           |   | (3,985  | )    |  |   | (12,268 | ) |  |   | (7,555  | )
|Unrealized gain (loss) on derivative instruments |  |                            | 4,923   |   |                           |   | (6,278  | )    |  |   | 1,304   |   |  |   | (4,030  | )
|                                                 |  |                            |         |   |                           |   |         |      |  |   |         |   |  |   |         |  
|Net income (loss)                                |  | $                          | 5,491   |   |                           | $ | (10,493 | )    |  | $ | (743    | ) |  | $ | (16,305 | )
|                                                 |  |                            |         |   |                           |   |         |      |  |   |         |   |  |   |         |  



See accompanying notes.



5



---

Wise Metals Group LLC

Condensed Consolidated Statements of Cash Flows

(In Thousands)

(Unaudited)



|                                                                            |  |                           |         |   |      |   |         |  
|--------------------------------------------------------------------------- |  | ------------------------- | ------- | - | ---- | - | ------- | -
|                                                                            |  | Six months ended June 30, |        
|                                                                            |  | 2005                      |         |   | 2004 |  
|Cash flows from operating activities                                        |  |                           |         |   |      |   |         |  
|Net loss                                                                    |  | $                         | (743    | ) |      | $ | (16,305 | )
|Adjustments to reconcile net loss to net cash used in operating activities: |  |                           |         |   |      |   |         |  
|Depreciation and amortization                                               |  |                           | 6,610   |   |      |   | 6,580   |  
|Amortization of deferred financing fees                                     |  |                           | 598     |   |      |   | 4,319   |  
|LIFO provision                                                              |  |                           |        |   |      |   | 8,974   |  
|Loss on extinguishment of debt                                              |  |                           |        |   |      |   | 7,455   |  
|Unrealized (gains) losses on derivatives                                    |  |                           | (1,304  | ) |      |   | 4,030   |  
|Changes in operating assets and liabilities:                                |  |                           |         |   |      |   |         |  
|Restricted cash                                                             |  |                           | (998    | ) |      |   | (839    | )
|Accounts receivable                                                         |  |                           | (29,178 | ) |      |   | (47,746 | )
|Inventories                                                                 |  |                           | 3,413   |   |      |   | 7,848   |  
|Other current assets                                                        |  |                           | (1,106  | ) |      |   | (1,973  | )
|Accounts payable                                                            |  |                           | 7,565   |   |      |   | 18,558  |  
|Accrued expenses, payroll and other                                         |  |                           | (675    | ) |      |   | 89      |  
|                                                                            |  |                           |         |   |      |   |         |  
|Net cash used in operating activities                                       |  |                           | (15,818 | ) |      |   | (9,010  | )
|                                                                            |  |                          
|Cash flows from investing activities                                        |  |                           |         |   |      |   |         |  
|Purchase of equipment                                                       |  |                           | (7,496  | ) |      |   | (3,412  | )
|                                                                            |  |                           |         |   |      |   |         |  
|Net cash used in investing activities                                       |  |                           | (7,496  | ) |      |   | (3,412  | )
|                                                                            |  |                          
|Cash flows from financing activities                                        |  |                           |         |   |      |   |         |  
|Net issuance (repayment) of short-term borrowings                           |  |                           | 17,347  |   |      |   | (53,149 | )
|Proceeds of senior secured notes offering, net of fees paid                 |  |                           |        |   |      |   | 141,816 |  
|Repayment of term debt                                                      |  |                           |        |   |      |   | (22,500 | )
|Repayment of subordinated debt                                              |  |                           |        |   |      |   | (35,687 | )
|Prepayment fee on subordinated debt                                         |  |                           |        |   |      |   | (3,500  | )
|Repayment of term debt                                                      |  |                           | (110    | ) |      |   | (231    | )
|Purchase of members equity                                                 |  |                           | (906    | ) |      |   | (14,113 | )
|                                                                            |  |                           |         |   |      |   |         |  
|Net cash provided by financing activities                                   |  |                           | 16,331  |   |      |   | 12,636  |  
|                                                                            |  |                           |         |   |      |   |         |  
|Net (decrease) increase in cash and cash equivalents                        |  |                           | (6,983  | ) |      |   | 214     |  
|Cash and cash equivalents at beginning of period                            |  |                           | 7,669   |   |      |   | 903     |  
|                                                                            |  |                           |         |   |      |   |         |  
|Cash and cash equivalents at end of period                                  |  | $                         | 686     |   |      | $ | 1,117   |  
|                                                                            |  |                           |         |   |      |   |         |  



See accompanying notes.





6



---

Wise Metals Group LLC

Notes to Condensed Consolidated Financial Statements



June 30, 2005

(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 and Wise Recycling 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.



2. 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 six month period ended June 30, 2005, are not necessarily indicative of the results that may be expected for the year ending December 31, 2005. The accompanying condensed consolidated financial statements include the accounts of Wise
Metals Group LLC and its subsidiaries. Intercompany transactions have been eliminated in consolidation.



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 as well as interest rate caps.



In June 1998, the Financial Accounting Standards Board issued Statement 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 to not
designate any of its derivative instruments as hedges.



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 atJune 30, 2005 |       | Fair value atDecember 31, 2004 |  
|Aluminum futures and options         |  | $                          | 5,148 |                                | $ | 4,745 |  
|Natural gas futures and options      |  |                            | 146   |                                |   | (755  | )
|                                     |  |                            |       |                                |   |       |  
|                                     |  | $                          | 5,294 |                                | $ | 3,990 |  
|                                     |  |                            |       |                                |   |       |  



7



---

2. Significant Accounting Policies (continued)



Unrealized gain (loss) amounts recorded were as follows:



|                                     |  |                           |       |   |                         |   |        |      |  |      |       |  |   |        |  
|------------------------------------ |  | ------------------------- | ----- | - | ----------------------- | - | ------ | ---- |  | ---- | ----- |  | - | ------ | -
|                                     |  | Three months endedJune 30 |       |   | Six months endedJune 30 |  
|Description of Derivative Instrument |  | 2005                      |       |   | 2004                    |   |        | 2005 |  | 2004 |      
|Aluminum futures and options         |  | $                         | 5,662 |   |                         | $ | (5,742 | )    |  | $    | 404   |  | $ | (3,531 | )
|Natural gas futures and options      |  |                           | (739  | ) |                         |   | (531   | )    |  |      | 900   |  |   | (489   | )
|Interest rate caps                   |  |                           |      |   |                         |   | (5     | )    |  |      |      |  |   | (10    | )
|                                     |  |                           |       |   |                         |   |        |      |  |      |       |  |   |        |  
|                                     |  | $                         | 4,923 |   |                         | $ | (6,278 | )    |  | $    | 1,304 |  | $ | (4,030 | )
|                                     |  |                           |       |   |                         |   |        |      |  |      |       |  |   |        |  



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:



|                                |  |             |         |   |                 |   |         |  
|------------------------------- |  | ----------- | ------- | - | --------------- | - | ------- | -
|                                |  | June 302005 |         |   | December 312004 |  
|Manufacturing inventories:      |  |             |         |   |                 |   |         |  
|Raw materials                   |  | $           | 57,428  |   |                 | $ | 71,867  |  
|Work in progress                |  |             | 62,261  |   |                 |   | 55,623  |  
|Finished goods                  |  |             | 81,528  |   |                 |   | 77,458  |  
|LIFO reserve                    |  |             | (47,222 | ) |                 |   | (47,222 | )
|                                |  |             |         |   |                 |   |         |  
|Total manufacturing inventories |  |             | 153,995 |   |                 |   | 157,726 |  
|Supplies inventory              |  |             | 18,401  |   |                 |   | 18,083  |  
|                                |  |             |         |   |                 |   |         |  
|Total inventories               |  | $           | 172,396 |   |                 | $ | 175,809 |  
|                                |  |             |         |   |                 |   |         |  



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. Accordingly, 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.



3. Financing Arrangements



Debt
consists of the following at:



|                                      |  |             |          |   |                 |   |          |  
|------------------------------------- |  | ----------- | -------- | - | --------------- | - | -------- | -
|                                      |  | June 302005 |          |   | December 312004 |  
|Revolving and secured credit facility |  | $           | 119,043  |   |                 | $ | 101,675  |  
|Senior secured 10.25% notes due 2012  |  |             | 150,000  |   |                 |   | 150,000  |  
|Other notes payable                   |  |             | 2,438    |   |                 |   | 2,569    |  
|                                      |  |             |          |   |                 |   |          |  
|                                      |  |             | 271,481  |   |                 |   | 254,244  |  
|Less current portion                  |  |             | (120,551 | ) |                 |   | (103,204 | )
|                                      |  |             |          |   |                 |   |          |  
|                                      |  | $           | 150,930  |   |                 | $ | 151,040  |  
|                                      |  |             |          |   |                 |   |          |  



Effective May 5, 2004, the Company
issued $150 million of 10.25% senior secured notes due 2012. In conjunction with issuing the notes, the Company, on the same date, amended and restated its secured credit facility reducing the revolving line of credit from $130 million to $75
million. On November 10, 2004, the secured credit facility was further amended and restated to increase the revolving line of credit to $125 million.



Total financing costs associated with the issuance of the $150 million 10.25% senior secured notes were $8,184 and are included on the balance sheet as other long term
assets.



8



---

3. Financing Arrangements (continued)



As a result of amending and restating the secured credit facility in May 2004, the interest rate on the revolving line of credit was reduced
from a variable rate of prime plus a range of .75% to 1.50% or LIBOR plus a range of 2.75% to 3.50% to a variable rate of prime plus a range of 0% to 0.50% or LIBOR plus a range of 2.25% to 2.75%.



4. Pension and Post Retirement Benefits



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 negotiated 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 $1,766 to the multi-employer plans during 2004. Contributions to the defined benefit plan are expected to be $1,218 during 2005.



The 2005 and 2004 amounts shown below reflect the defined benefit pension and other
postretirement benefit expense for the three and six month periods ended June 30 for each year:



|                                   |  |                            |      |   |                               |   |      |                  |  |   |                               |   |  |      |     |   |      |   |      |      |  |   |      |   |  |   |     |   |  |   |     |  
|---------------------------------- |  | -------------------------- | ---- | - | ----------------------------- | - | ---- | ---------------- |  | - | ----------------------------- | - |  | ---- | --- | - | ---- | - | ---- | ---- |  | - | ---- | - |  | - | --- | - |  | - | --- | -
|                                   |  | Three months ended June 30 |      |   | Six months ended June 30      |  
|                                   |  | Pension Benefits           |      |   | Other PostRetirement Benefits |   |      | Pension Benefits |  |   | Other PostRetirement Benefits |  
|                                   |  | 2005                       |      |   | 2004                          |   |      | 2005             |  |   | 2004                          |   |  | 2005 |     |   | 2004 |   |      | 2005 |  |   | 2004 |  
|Service cost                       |  | $                          | 277  |   |                               | $ | 267  |                  |  | $ | 348                           |   |  | $    | 370 |   |      | $ | 554  |      |  | $ | 534  |   |  | $ | 696 |   |  | $ | 740 |  
|Interest cost                      |  |                            | 194  |   |                               |   | 164  |                  |  |   | 115                           |   |  |      | 100 |   |      |   | 388  |      |  |   | 328  |   |  |   | 230 |   |  |   | 200 |  
|Expected return on plan assets     |  |                            | (134 | ) |                               |   | (103 | )                |  |   |                              |   |  |      |    |   |      |   | (268 | )    |  |   | (206 | ) |  |   |    |   |  |   |    |  
|Amortization of prior service cost |  |                            | 9    |   |                               |   | 9    |                  |  |   |                              |   |  |      |    |   |      |   | 18   |      |  |   | 18   |   |  |   |    |   |  |   |    |  
|Net gain recognition               |  |                            |     |   |                               |   |     |                  |  |   | (6                            | ) |  |      | (2  | ) |      |   |     |      |  |   |     |   |  |   | (12 | ) |  |   | (4  | )
|                                   |  |                            |      |   |                               |   |      |                  |  |   |                               |   |  |      |     |   |      |   |      |      |  |   |      |   |  |   |     |   |  |   |     |  
|Net periodic benefit cost          |  | $                          | 346  |   |                               | $ | 337  |                  |  | $ | 457                           |   |  | $    | 468 |   |      | $ | 692  |      |  | $ | 674  |   |  | $ | 914 |   |  | $ | 936 |  
|                                   |  |                            |      |   |                               |   |      |                  |  |   |                               |   |  |      |     |   |      |   |      |      |  |   |      |   |  |   |     |   |  |   |     |  



On December 8, 2003, the Medicare
Prescription Drug, Improvement and Modernization Act of 2003 (the Act) was signed into law which introduced a prescription drug benefit under Medicare (Medicare Part D) as well as a federal subsidy to sponsors of retiree health care
benefit plans that provide a benefit that is at least actuarially equivalent to Medicare Part D. In May 2004, the FASB issued Staff Position (FSP) No. FAS 106-2, which provides accounting guidance to sponsors of postretirement health
care plans that are impacted by the Act. The FSP is effective for interim or annual periods beginning after June 15, 2004. Detailed regulations necessary to implement the Act had not been finalized as of December 31, 2004, and therefore at that
time, the Company had not yet determined if the drug benefit offered to retirees would qualify for the federal subsidy under Medicare Part D. As a result at December 31, 2004, the accrued benefit obligation and net periodic postretirement costs did
not reflect the effects of the Act.





9



---

4. Pension and Post Retirement Benefits (continued)



Detailed regulations necessary to implement the Act were finalized during the first quarter of 2005. The Company has determined that the
drug benefit offered to its hourly retirees will qualify for the federal subsidy under Medicare Part D, while the drug benefit offered to its salaried retirees will not qualify for the federal subsidy. The resulting effect of the federal subsidy on
the hourly plan is not significant and therefore, as of June 30, 2005, the accrued benefit obligation and net periodic postretirement costs do not reflect the effects of the Act. The effects of the Act will be recognized by the Company in the
accumulated benefit obligation of the hourly plan at its next plan measurement date during the fourth quarter of 2005 as permitted under SFAS 106, Employers Accounting for Postretirement Benefit Plans other than Pensions. The impact of
the federal subsidy associated with the hourly plan will not have a material impact on the Companys financial position, cash flows or results of operations.



10



---

ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



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.
Beverage can sheet is aluminum sheet specifically designed and engineered for the production of aluminum beverage cans. We estimate that in 2003 and 2004, respectively, we supplied approximately 13% and 14% of the North American market for aluminum
can sheet as measured by volume and own one of only five beverage can sheet facilities in North America, providing valuable capacity to meet volume demands in a consolidated industry. We further estimate that our market share for 2005 has remained
at approximately 14%, while also increasing our market presence in the common alloy markets.



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 adjustment caused by our hedged position on aluminum and natural gas. Because we do not designate our forward contracts as hedges under Financial Accounting Standard No. 133 (FAS 133), we are required to recognize
the non-cash mark to market adjustment in our current earnings and these 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 Note 2 of the notes to our consolidated financial statements included in our Annual Report on Form 10-K. Since the date of our 2004 Form 10-K, there have been no changes to our critical accounting policies or the
methodologies and assumptions applied under them.



Operating Results



Conversion Revenue and Conversion Margin



There are two components to our pricing under industry
standards for can sheet pricing. Shipments of can sheet accounted for a substantial portion of our Listerhill facilitys output in 2004 and in the first two quarters of 2005. The first component of can sheet pricing is the market price for
aluminum that we pass on to our customers, subject to an industry-wide ceiling price which did not affect first quarter pricing, but did impact second quarter pricing. Under this industry formula, the metal transfer price is changed twice annually,
on April 1 and on October 1. The metal transfer price for the period April 1 through September 30 is determined based on the average published Midwest P1020 aluminum price for the preceding six-month period ended the last day of February. Likewise,
the metal transfer price for the period October 1 through the following March 31 is determined based on the average published Midwest P1020 aluminum price for the immediately prior six month period ended the last day of August. We reduce our
exposure to aluminum price fluctuations by passing cost increases to customers through this indexed sales pricing mechanism and by fixing the cost of metal through forward contracts on the London Metals Exchange (LME). Although the spread
differential between prime metal and scrap cannot be cost effectively hedged in the financial markets, we minimize market price risk with respect to scrap aluminum we receive from our customers and reprocess at a fixed conversion spread.



The second component is a fixed conversion, or value added, price. The
fixed conversion price is calculated annually using Alcoas list price as a basis and is the most significant factor influencing our profitability. Conversion pricing under our supply agreement is subject to renegotiation each year as well as
at such times that our major competitors change their published conversion prices. Because of the importance of the conversion price to our operating results, we measure conversion margin to evaluate our performance.



11



---

Conversion margin is determined as conversion revenue (sales less metal cost and the effect of LIFO) less
conversion cost (cost of sales less metal costs). The following table is a reconciliation of these non-GAAP financial measures to their related GAAP basis measures.



|                                    |  |                            |          |   |                          |   |          |      |  |   |          |   |  |   |          |  
|----------------------------------- |  | -------------------------- | -------- | - | ------------------------ | - | -------- | ---- |  | - | -------- | - |  | - | -------- | -
|                                    |  | Three months ended June 30 |          |   | Six months ended June 30 |  
|                                    |  | 2005                       |          |   | 2004                     |   |          | 2005 |  |   | 2004     |  
|Sales                               |  | $                          | 231,154  |   |                          | $ | 197,953  |      |  | $ | 452,715  |   |  | $ | 395,169  |  
|Less:                               |  |                            |          |   |                          |   |          |      |  |   |          |   |  |   |          |  
|Metal costs                         |  |                            | (159,090 | ) |                          |   | (136,217 | )    |  |   | (314,648 | ) |  |   | (270,711 | )
|LIFO adjustment                     |  |                            |         |   |                          |   |         |      |  |   |         |   |  |   | 8,974    |  
|                                    |  |                            |          |   |                          |   |          |      |  |   |          |   |  |   |          |  
|Conversion revenue                  |  | $                          | 72,064   |   |                          | $ | 61,736   |      |  | $ | 138,067  |   |  | $ | 133,432  |  
|                                    |  |                            |          |   |                          |   |          |      |  |   |          |   |  |   |          |  
|Cost of sales                       |  | $                          | 221,215  |   |                          | $ | 188,113  |      |  | $ | 436,676  |   |  | $ | 387,318  |  
|Less:                               |  |                            |          |   |                          |   |          |      |  |   |          |   |  |   |          |  
|Metal costs                         |  |                            | (159,090 | ) |                          |   | (136,217 | )    |  |   | (314,648 | ) |  |   | (270,711 | )
|                                    |  |                            |          |   |                          |   |          |      |  |   |          |   |  |   |          |  
|Conversion costs                    |  | $                          | 62,125   |   |                          | $ | 51,896   |      |  | $ | 122,028  |   |  | $ | 116,607  |  
|                                    |  |                            |          |   |                          |   |          |      |  |   |          |   |  |   |          |  
|Conversion revenue                  |  | $                          | 72,064   |   |                          | $ | 61,736   |      |  | $ | 138,067  |   |  | $ | 133,432  |  
|Conversion costs                    |  |                            | (62,125  | ) |                          |   | (51,896  | )    |  |   | (122,028 | ) |  |   | (116,607 | )
|                                    |  |                            |          |   |                          |   |          |      |  |   |          |   |  |   |          |  
|Conversion margin                   |  | $                          | 9,939    |   |                          | $ | 9,840    |      |  | $ | 16,039   |   |  | $ | 16,825   |  
|                                    |  |                            |          |   |                          |   |          |      |  |   |          |   |  |   |          |  
|Shipments (000s)                    |  |                            | 199,406  |   |                          |   | 185,448  |      |  |   | 395,945  |   |  |   | 378,826  |  
|Conversion margin per pound shipped |  | $                          | .0498    |   |                          | $ | .0531    |      |  | $ | .0405    |   |  | $ | .0444    |  
|                                    |  |                            |          |   |                          |   |          |      |  |   |          |   |  |   |          |  



Three months ended
June 30, 2005 and 2004



Sales.Our sales increased
from $198.0 million in the three months ended June 30, 2004, to $231.2 million in the comparable period in 2005, an increase of $33.2 million, or 17%. The increase was primarily a result of higher aluminum prices which contributed to a 15% increase
in the metal component of our sales under the industry-standard six-month lag formula to can sheet customers, our primary product. Also contributing to the increase were higher can sheet conversion prices implemented April 1, 2005. In the second
quarter of 2005, sales of can sheet represented a slightly lower percentage of our total shipments from our Wise Alloys Listerhill facility (Alloys) versus the second quarter of 2004. While shipments of can sheet decreased by less than 1%, shipments
including hot band, trailer roof and other common alloys products increased approximately 120% in the second quarter of 2005. Shipments by Wise Recycling to third parties increased approximately 23% for the quarter.



Cost of Sales. Cost of sales increased from $188.1 million in the
three months ended June 30, 2004, to $221.2 million in the three months ended June 30, 2005, an increase of $33.1 million, or 18%. Metal costs, representing 72% of cost of sales in both the second quarter of 2004 and 2005, increased from $136.2
million in 2004 to $159.1 million in 2005, an increase of $22.9 million or 17%. Conversion costs, which exclude metal, but include employment, energy, materials and other costs increased from $51.9 million in the second quarter of 2004 to $62.1
million in 2005, an increase of $10.2 million or 20%. Both conversion revenue and conversion costs increased as a result of higher shipments of hot band, common alloy products and Recycling shipments combined with stable can sheet shipments. Both
hot band and Recycling shipments carry significantly lower conversion revenue and conversion costs on a per pound basis. Also contributing to higher conversion revenue were higher can sheet conversion prices implemented April 1, 2005. Conversion
costs as a percentage of conversion revenue increased from 84% in the second quarter of 2004 to 86% in 2005. Resulting conversion margin decreased from $9.9 million to $9.8 million, a decrease of $0.1 million or 1%. The reasons for this slight
decrease are primarily increased conversion costs due to higher supplier costs of coatings for can sheet and higher natural gas prices, mostly offset by cost savings achieved through increased productivity and conversion price increases.



Selling, General and Administrative. Selling, general and
administrative expenses increased from $2.6 million in the second quarter of 2004 to $3.1 million in the second quarter of 2005, an increase of $0.5 million or 19% primarily due to higher legal and accounting expenses.



Interest Expense and Fees. Interest expense and fees increased from
$4.0 million in the second quarter of 2004 to $6.2 million in 2005 due to the higher interest rate on our senior secured notes which closed on May 5, 2004, compared to the prior years short term financing costs, combined with higher
outstanding amounts on our line of credit which increased from $61.2 million at June 30, 2004, to $119.0 million at June 30, 2005. The increase was due to higher working capital needs caused by higher metal prices.



12



---

Mark-to-Market for Contracts under SFAS No. 133.This income (expense) represents the non-cash
gain (loss) we recognized pursuant to SFAS No. 133. The unrealized gains (losses) were primarily a result of forward contracts entered into to hedge the cost of natural gas and aluminum. The fair value increase during the second quarter of 2005 was
$4.9 million compared to a decrease of $6.3 million during the second quarter of 2004.



Six months ended June 30, 2005 and 2004



Sales.Our sales increased from $395.2 million in the six months ended June 30, 2004, to $452.7 million in the comparable period in 2005, an increase of $57.5 million, or 15%. The increase was primarily a
result of higher aluminum prices which contributed to an average 19% increase in the metal component of our sales under the industry-standard six-month lag formula to can sheet customers, our primary product. Also contributing to the increase were
higher can sheet conversion prices implemented April 1, 2005. Shipments for the six months ended June 30, 2005, by Wise Recycling were approximately 24% higher than the six months ended June 30, 2004.



Cost of Sales. Cost of sales increased from $387.3 million in the six
months ended June 30, 2004, to $436.7 million in the six months ended June 30, 2005, an increase of $49.4 million, or 13%. Metal costs, representing 70% and 72% of cost of sales in the six months ended June 30, 2004, and 2005, respectively,
increased from $270.7 million in 2004 to $314.6 million in 2005, an increase of $43.9 million or 16%. Conversion costs, which exclude metal, but include employment, energy, materials and other costs increased from $116.6 million in the six months
ended June 30, 2004, to $122.0 million in the six months ended June 30, 2005, an increase of $5.4 million or 5%. Both conversion revenue and conversion costs increased as a result of higher shipments of hot band, common alloy products and Recycling
shipments combined with stable can sheet shipments. Conversion costs as a percentage of conversion revenue increased from 87% in the six months ended June 30, 2004, to 88% in 2005. Resulting conversion margin decreased from $16.8 million to $16.7
million. The reasons for this slight decrease are primarily increased conversion costs due to higher supplier costs of coatings for can sheet and higher natural gas prices, mostly offset by cost savings achieved through increased productivity and
conversion price increases.



Selling, General and
Administrative. Selling, general and administrative expenses increased from $5.1 million in the six months ended June 30, 2004, to $5.8 million in the six months ended June 30, 2005, an increase of $0.7 million or 14% primarily due to higher
legal and accounting expenses.



Interest Expense and
Fees. Interest expense and fees increased from $7.6 million in the six months ended June 30, 2004, to $12.3 million in 2005 due to the higher interest rate on our senior secured notes which closed on May 5, 2004, compared to the prior
years short term financing costs, combined with higher outstanding amounts on our line of credit which increased from $61.2 million at June 30, 2004, to $119.0 million at June 30, 2005. 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 (expense) represents the non-cash gain (loss) we recognized pursuant to SFAS No. 133. The unrealized gains (losses) were primarily a result of forward contracts entered into to hedge the cost of natural gas and
aluminum. The fair value increase during the six months ended June 30, 2005, was $1.3 million compared to a decrease of $4.0 million during the six months ended June 30, 2004.



Liquidity and Capital Resources



Our principal sources of cash to fund liquidity needs is net cash provided by operating activities and availability under our revolving senior secured
facility. We anticipate that our primary liquidity needs will be for debt service, working capital and capital expenditures. Our debt service costs increased as a result of the offering of the senior secured notes. We believe that cash generated
from operations and available borrowings under our senior secured credit facility, as amended and restated, in connection with the offering of the senior secured notes, will be sufficient to enable us to meet our liquidity requirements in the
foreseeable future.



As of June 30, 2005, the outstanding
balance on our revolving line of credit was $119.0 million. In addition, we had approximately $3.0 million of outstanding letters of credit against our $125 million revolving credit line. Due to seasonality, whereby the second quarter reflects
higher shipment levels in advance of the summer season for beverage consumption, our working capital needs tend to be the greatest, especially for accounts receivable. Accordingly, during the third quarter of 2005, we expect to reduce working
capital needs for receivables as payments for the higher second quarter sales are received. In addition, our seasonal and overall planned inventory reduction program will continue. Although no assurances can be made, this working capital reduction
should result in a lower outstanding balance under the revolving line of credit in the third quarter.



13



---

Furthermore, we are in current discussions with our revolving line of credit banks to provide for an
increase to our available revolving line of credit. We are also able to enter into lease transactions and sale-leaseback transactions up to $20 million that also would result in reducing our outstanding balance under the revolving credit line.



However, our liquidity could be hampered if aluminum prices
were to substantially increase or if we incurred significant unexpected increases in necessary capital expenditures. Significant increases in volumes could also impact our liquidity. See Risk Factors included in our 2004 Annual Report
Form 10-K filed with the Securities and Exchange Commission for certain circumstances that could adversely affect our liquidity. In particular, a default under our senior secured credit facility or decreased sales or lower margins from our sales
customers and other competitive factors could have a material adverse effect on our liquidity.



Six months ended June 30, 2005 and 2004.



Operating Activities. During the six months ended June 30, 2005, net cash used in operating activities was $15.8 million as compared to $9.0 million during the six months ended June 30, 2004. Fluctuations in
cash used in and provided by operating activities are subject to changing working capital requirements especially for accounts receivable and inventories. During the six months ended June 30, 2005, accounts receivable increased from $46.3 million at
December 31, 2004, to $75.5 million at June 30, 2005, representing an increase of $29.2 million. This increase is a result of seasonality whereby shipments and corresponding accounts receivable are lower around the year-end holidays. In addition,
payments by our customers are made at periodic times during the week and month, not everyday, nor exactly in 30 days, so the balance in receivables can fluctuate significantly at the end of a quarter depending on the timing of cash receipts.



Investing Activities. In the six months ended June 30,
2005, our capital expenditures were $7.5 million as compared to $3.4 million during the same period in 2004. The increase in capital expenditures is due to our 2004 plan to minimize discretionary spending while focusing on higher production levels
to meet an increased level of can sheet demand as we expanded our can sheet customer base. The 2005 capital plan calls for similar to slightly higher spending as the overall spending in 2004, however, these expenditures will be more evenly spaced
throughout the year.



Financing Activities. Net cash
provided by financing activities was $16.3 million in the six months ended June 30, 2005, compared with $12.6 million in the first six months of 2004. Net cash provided by financing activities was related to increased borrowing from the revolving
line of credit to fund increased working capital needs due primarily to higher aluminum prices and capital expenditures.



Quantitative and Qualitative Disclosures About Market Risk



Cost of Aluminum. As a condition of sale for a substantial majority of our sales, our customers require us to enter into short and long-term fixed
price commitments. Under these agreements, the pricing terms of the aluminum component can be based on band pricing which contains an industry standard six-month lag formula and may contain an upper and lower limit, a fixed price or an
upper limit only. Accordingly, the price of the aluminum component can be set as much as six months or more prior to the actual sale date, leaving us exposed to the risk of fluctuating aluminum prices between the time the price on the order is
determined and the time that the order is fulfilled.



Our
aluminum commodity risk management policy is to hedge the aluminum price risk associated with these fixed-price firm commitments. At June 30, 2005, these LME options and futures contracts covered approximately 62,900 metric tons with an unrealized
fair value gain of approximately $5.1 million.



We do not enter
into derivative contracts for speculative purposes.



Backlog
of Customer Business



We maintain long-term supply
agreements with our key customers in the aluminum can sheet market and we believe the general terms of our customer contracts are standard for the industry. These contracts are supply arrangements whereby specific quantities and product pricing are
negotiated and agreed to on an annual basis under the terms of the multi-year master supply agreement.



Under the terms of our customer contracts, we use an industry standard for pricing the metal component of all aluminum can sheet sold. This standard is
described above in Conversion Revenue and Conversion Margin. Accordingly, at any given point of time, we may have seven months of delivery priced under the master contract, the exact specifications and delivery locations to
be specified as described below.



14



---

We receive orders from our customers which provide detailed specifications as to metal characteristics
and specific plant location. Although all orders are placed pursuant to the contract, quantities and specifications will vary by plant and more specifically by production line within the plant. These orders are generally provided with a two to three
month lead time. The majority of all orders, specifically can sheet orders, that are processed by Alloys are made to a specific customer order. Due to seasonal considerations, the first and second quarters are generally the highest sales volume for
Alloys.



We earlier announced a five-percent can sheet
conversion price increase effective April 1, 2005, as well as our intent to begin moving away from providing ceiling coverage, or price caps, on the metal transfer price offered to can sheet customers, beginning October 1, 2005. For the second and
third quarters of 2005 the metal transfer price has been and will be above the ceiling. Confidential discussions are ongoing and are continuing with customers on implementing these and other changes, including multi-year contract extensions. We can
give no assurances as to the outcomes of these discussions. Other can sheet suppliers have also made announcements regarding similar intentions.



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



See Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations



ITEM 4. CONTROLS AND PROCEDURES



The Company, under the supervision and with the participation of the Companys management, including the Companys Chief Executive Officer, President and Chief Operating Officer and Chief Financial Officer, carried out an
evaluation of the effectiveness of the design and operation of the Companys disclosure controls and procedures (the Evaluation) as of the end of the period covered by this Report. Based upon the Evaluation, the Companys Chief
Executive Officer, President and Chief Operating Officer and Chief Financial Officer concluded that the Companys disclosure controls and procedures are effective to ensure that information required to be disclosed in our periodic reports filed
with the Securities and Exchange Commission is recorded, processed, summarized and reported as and when required. In addition, they concluded that there were no significant deficiencies or material weaknesses in the design or operation of internal
controls which could significantly affect the Companys ability to record, process, summarize and report financial information. It should be noted that the design of any system of controls is based in part upon certain assumptions about the
likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.



There were no changes in the Companys internal control over financial reporting during the quarterly period ended June
30, 2005, that have materially affected, or are reasonably likely to materially affect, the Companys internal control over financial reporting.



15



---

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.



We are
defendants 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 $931,893 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. We have hired counsel and intend to
vigorously contest this law suit and believe we have meritorious defenses. We have filed an answer to the complaint denying the material allegations and alleging several affirmative defenses and counterclaims including fraud and breach of fiduciary
duty. These counterclaims exceed in amount the sum sought by Merrill Lynch. Merrill Lynch moved to dismiss the Wise Metals counterclaims of fraud and was awarded that dismissal. This was then later overturned in favor of Wise Metals as a
result of an appeal filed by Wise Metals to reinstate the counterclaims of fraud. The counterclaims of breach of fiduciary duty have not as of yet been heard. Discovery proceedings are continuing.



ITEM 2. CHANGES IN 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



(a) Exhibits



|     |  |                                                                                                    
|---- |  | ---------------------------------------------------------------------------------------------------
|31.1 |  | Certification of Chief Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act.   
|     | 
|31.2 |  | Certification of Chief Financial Officer pursuant to Rule 13a-14 of the Securities Exchange Act.   
|     | 
|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.



(b) Reports on Form
8-K



None.



16



---

SIGNATURES



Pursuant to the requirements of the
Securities and 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: August 15, 2005 |  |  |  | /s/ David DAddario                                            
|                       |  |  |  | David DAddario                                                
|                       |  |  |  | Chairman and Chief Executive Officer                           
|                       |  | 
|                       |  |  |  | /s/ Danny Mendelson                                            
|                       |  |  |  | Danny Mendelson                                                
|                       |  |  |  | Executive Vice President, Chief Financial Officer and Secretary



17