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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-Q





(Mark One)

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

For the quarterly period ended March 31, 2011

or



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

For the transition period from  to

Commission File Number 001-34586





Westway Group, Inc.

(Exact name of registrant as specified in its charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 20-4755936                          
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                               | 
|365 Canal Street, Suite 2900, New Orleans, LA                  |  | 70130                               
|(Address of principal executive offices)                       |  | (Zip Code)                          

(504)
525-9741

(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.    x  Yes     ̈  No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post
such files).     ̈  Yes     ̈  No

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



|                        |  |                                                  |  |                           |  |  
|----------------------- |  | ------------------------------------------------ |  | ------------------------- |  | -
|Large accelerated filer |  |  ̈                                                |  | Accelerated filer         |  |  ̈
|                        |  |                                                  | 
|Non-accelerated filer   |  |  ̈  (Do not check if a smaller reporting company) |  | Smaller reporting company |  | x

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

As of May 6, 2011, 14,160,126 shares of our Class A common stock, par value $0.0001 per share, and 12,624,003 shares of our
Class B common stock, par value $0.0001, were outstanding. The number of shares of our Class A common stock outstanding stated above includes 1,000,000 shares issued to Shermen WSC Holding LLC and held in escrow to be released upon achievement
of earnings or share price targets.









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##### Table of Contents

Westway Group, Inc. Index to Form 10-Q

TABLE OF CONTENTS



|                                                                                                |  |  |    | 
|----------------------------------------------------------------------------------------------- |  |  | -- | 
|PART I. - FINANCIAL INFORMATION                                                                 |  |  |    | 
|                                                                                                | 
|Item 1. - Financial Statements (unaudited)                                                      |  |  |    | 
|                                                                                                | 
|Consolidated Balance Sheets                                                                     |  |  | 2  | 
|Consolidated Statements of Operations                                                           |  |  | 3  | 
|Consolidated Statements of Stockholders Equity                                                 |  |  | 4  | 
|Consolidated Statements of Cash Flows                                                           |  |  | 6  | 
|Notes to Unaudited Quarterly Consolidated Financial Statements                                  |  |  | 7  | 
|                                                                                                | 
|Item 2. - Managements Discussion and Analysis of Financial Condition and Results of
Operations |  |  | 10 | 
|                                                                                                | 
|Item 3. - Quantitative and Qualitative Disclosures About Market Risk                            |  |  | 19 | 
|                                                                                                | 
|Item 4. - Controls and Procedures                                                               |  |  | 19 | 
|                                                                                                | 
|PART II. - OTHER INFORMATION                                                                    |  |  |    | 
|                                                                                                | 
|Item 1. - Legal Proceedings                                                                     |  |  | 19 | 
|                                                                                                | 
|Item 1A. - Risk Factors                                                                         |  |  | 19 | 
|                                                                                                | 
|Item 2. - Unregistered Sales of Equity Securities and Use of Proceeds                           |  |  | 20 | 
|                                                                                                | 
|Item 3. - Defaults Upon Senior Securities                                                       |  |  | 21 | 
|                                                                                                | 
|Item 6. - Exhibits                                                                              |  |  | 21 | 
|                                                                                                | 
|SIGNATURES                                                                                      |  |  | 22 | 
|                                                                                                | 
|EXHIBIT INDEX                                                                                   |  |  | 23 | 



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Certain Defined Terms

Unless the context otherwise requires, when used in this quarterly report on Form 10-Q:



| |  |  | the Company or we or us means the public company now named Westway Group, Inc. (which was named Shermen WSC
Acquisition Corp. before May 28, 2009), together with its wholly-owned subsidiaries;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | ED&F Man means ED&F Man Holdings Limited, on an unconsolidated basis;
| | - |  | -----------------------------------------------------------------------



| |  |  | ED&F Man group means ED&F Man and its direct and indirect subsidiaries;
| | - |  | -------------------------------------------------------------------------



| |  |  | Agman means Agman Louisiana, Inc, a subsidiary of ED&F Man and member of the ED&F Man group which was named Westway Holdings
Corporation before June 17, 2010;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Class A common stock means our Class A Common Stock, par value $0.0001 per share (this class is listed on NASDAQ; generally,
shares of this class automatically convert into shares of Class B common stock at any time they become owned by a member of the ED&F Man group);
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Class B common stock means our Class B Common Stock, par value $0.0001 per share (this class is not listed on NASDAQ; generally, shares of
this class automatically convert into shares of Class A common stock at any time they cease to be owned by a member of the ED&F Man group); and
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Series A Convertible Preferred Stock means our Series A Perpetual Convertible Preferred Stock, par value $0.0001 per share (this
class is not listed on NASDAQ).
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------



1



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PART IFINANCIAL INFORMATION



|ITEM 1. | CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED).
|------- | ----------------------------------------------

WESTWAY GROUP, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except for share data)



|                                                                                                                                                                                                                                                                                                                                                                                                                    |  |               |         |   |                  |   |         |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | ------- | - | ---------------- | - | ------- | -
|                                                                                                                                                                                                                                                                                                                                                                                                                    |  | As of         |        
|                                                                                                                                                                                                                                                                                                                                                                                                                    |  | March 31,2011 |         |   | December 31,2010 |  
|ASSETS                                                                                                                                                                                                                                                                                                                                                                                                              |  |               |         |   |                  |   |         |  
|Current assets:                                                                                                                                                                                                                                                                                                                                                                                                     |  |               |         |   |                  |   |         |  
|Cash and cash equivalents                                                                                                                                                                                                                                                                                                                                                                                           |  | $             | 13,799  |   |                  | $ | 12,652  |  
|Trade accounts receivable from third parties, net                                                                                                                                                                                                                                                                                                                                                                   |  |               | 32,110  |   |                  |   | 37,297  |  
|Trade accounts receivable from related parties                                                                                                                                                                                                                                                                                                                                                                      |  |               | 2,655   |   |                  |   | 2,769   |  
|Inventories                                                                                                                                                                                                                                                                                                                                                                                                         |  |               | 17,258  |   |                  |   | 15,463  |  
|Other current assets                                                                                                                                                                                                                                                                                                                                                                                                |  |               | 6,880   |   |                  |   | 8,493   |  
|                                                                                                                                                                                                                                                                                                                                                                                                                    |  |               |         |   |                  |   |         |  
|Total current assets                                                                                                                                                                                                                                                                                                                                                                                                |  |               | 72,702  |   |                  |   | 76,674  |  
|Investment in unconsolidated subsidiary                                                                                                                                                                                                                                                                                                                                                                             |  |               | 4,042   |   |                  |   | 4,277   |  
|Property, plant and equipment, net                                                                                                                                                                                                                                                                                                                                                                                  |  |               | 319,039 |   |                  |   | 313,491 |  
|Goodwill                                                                                                                                                                                                                                                                                                                                                                                                            |  |               | 90,099  |   |                  |   | 89,217  |  
|Other intangibles, net                                                                                                                                                                                                                                                                                                                                                                                              |  |               | 8,123   |   |                  |   | 8,221   |  
|Other non-current assets                                                                                                                                                                                                                                                                                                                                                                                            |  |               | 3,418   |   |                  |   | 3,341   |  
|                                                                                                                                                                                                                                                                                                                                                                                                                    |  |               |         |   |                  |   |         |  
|Total assets                                                                                                                                                                                                                                                                                                                                                                                                        |  | $             | 497,423 |   |                  | $ | 495,221 |  
|                                                                                                                                                                                                                                                                                                                                                                                                                    |  |               |         |   |                  |   |         |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                                                                                                                                                                                                                                                                |  |               |         |   |                  |   |         |  
|Current liabilities:                                                                                                                                                                                                                                                                                                                                                                                                |  |               |         |   |                  |   |         |  
|Trade accounts payable to third parties                                                                                                                                                                                                                                                                                                                                                                             |  | $             | 8,090   |   |                  | $ | 8,009   |  
|Trade accounts payable to related parties                                                                                                                                                                                                                                                                                                                                                                           |  |               | 9,081   |   |                  |   | 8,909   |  
|Accrued expenses and other current liabilities                                                                                                                                                                                                                                                                                                                                                                      |  |               | 19,104  |   |                  |   | 32,276  |  
|                                                                                                                                                                                                                                                                                                                                                                                                                    |  |               |         |   |                  |   |         |  
|Total current liabilities                                                                                                                                                                                                                                                                                                                                                                                           |  |               | 36,275  |   |                  |   | 49,194  |  
|Borrowings under credit facilities                                                                                                                                                                                                                                                                                                                                                                                  |  |               | 88,534  |   |                  |   | 88,534  |  
|Deferred income taxes                                                                                                                                                                                                                                                                                                                                                                                               |  |               | 66,640  |   |                  |   | 64,624  |  
|Other long-term liabilities                                                                                                                                                                                                                                                                                                                                                                                         |  |               | 670     |   |                  |   | 660     |  
|                                                                                                                                                                                                                                                                                                                                                                                                                    |  |               |         |   |                  |   |         |  
|Total liabilities                                                                                                                                                                                                                                                                                                                                                                                                   |  |               | 192,119 |   |                  |   | 203,012 |  
|                                                                                                                                                                                                                                                                                                                                                                                                                    |  |               |         |   |                  |   |         |  
|Stockholders equity:                                                                                                                                                                                                                                                                                                                                                                                               |  |               |         |   |                  |   |         |  
|Preferred stock;$0.0001 par value; 7,000,000 shares authorized; none issued at March 31, 2011 and December 31,
2010                                                                                                                                                                                                                                                                                                 |  |               |        |   |                  |   |        |  
|Series A Convertible Preferred stock; $0.0001 par value; 33,000,000 authorized; 32,116,762 issued and outstanding at
March 31, 2011. (December 31, 2010: $0.0001 par value; 33,000,000 authorized; 30,886,830 issued and outstanding)                                                                                                                                                                               |  |               | 184,055 |   |                  |   | 177,291 |  
|Common Stock; $0.0001 par value; 235,000,000 shares authorized; 26,887,784 issued and outstanding at March 31, 2011
represented by 14,263,781 convertible Class A and 12,624,003 convertible Class B shares. (December 31, 2010: $.0001 par value; 235,000,000 shares authorized; 26,841,580 shares issued and outstanding represented by 14,217,577 convertible
Class A and 12,624,003 convertible Class B shares) |  |               | 3       |   |                  |   | 3       |  
|Additional paid-in capital                                                                                                                                                                                                                                                                                                                                                                                          |  |               | 130,939 |   |                  |   | 131,039 |  
|Accumulated other comprehensive income                                                                                                                                                                                                                                                                                                                                                                              |  |               | 5,659   |   |                  |   | 231     |  
|Retained earnings (accumulated deficit)                                                                                                                                                                                                                                                                                                                                                                             |  |               | (2,121  | ) |                  |   | (3,082  | )
|Treasury stock at cost  2,335,569 shares (December 31, 2010: 2,335,569 shares)                                                                                                                                                                                                                                                                                                                                     |  |               | (14,013 | ) |                  |   | (14,013 | )
|                                                                                                                                                                                                                                                                                                                                                                                                                    |  |               |         |   |                  |   |         |  
|Total Westway Group, Inc. stockholders equity                                                                                                                                                                                                                                                                                                                                                                      |  |               | 304,522 |   |                  |   | 291,469 |  
|Non-controlling interest                                                                                                                                                                                                                                                                                                                                                                                            |  |               | 782     |   |                  |   | 740     |  
|                                                                                                                                                                                                                                                                                                                                                                                                                    |  |               |         |   |                  |   |         |  
|Total stockholders equity                                                                                                                                                                                                                                                                                                                                                                                          |  |               | 305,304 |   |                  |   | 292,209 |  
|                                                                                                                                                                                                                                                                                                                                                                                                                    |  |               |         |   |                  |   |         |  
|Total liabilities and stockholders equity                                                                                                                                                                                                                                                                                                                                                                          |  | $             | 497,423 |   |                  | $ | 495,221 |  
|                                                                                                                                                                                                                                                                                                                                                                                                                    |  |               |         |   |                  |   |         |  

The accompanying notes are an integral part of these unaudited consolidated financial statements.



2



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WESTWAY GROUP, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except for share data)

(unaudited)



|                                                                                            |  |                             |            |   |      |   |            |  
|------------------------------------------------------------------------------------------- |  | --------------------------- | ---------- | - | ---- | - | ---------- | -
|                                                                                            |  | Three months endedMarch 31, |           
|                                                                                            |  | 2011                        |            |   | 2010 |  
|Net revenue                                                                                 |  |                             |            |   |      |   |            |  
|Bulk liquid storage                                                                         |  | $                           | 19,083     |   |      | $ | 19,270     |  
|Liquid feed supplements                                                                     |  |                             | 71,188     |   |      |   | 70,201     |  
|Related parties                                                                             |  |                             | 3,820      |   |      |   | 3,971      |  
|                                                                                            |  |                             |            |   |      |   |            |  
|Total net revenue                                                                           |  |                             | 94,091     |   |      |   | 93,442     |  
|Costs of sales  liquid feed supplements                                                    |  |                             |            |   |      |   |            |  
|Third parties                                                                               |  |                             | 40,942     |   |      |   | 37,515     |  
|Related parties                                                                             |  |                             | 18,004     |   |      |   | 19,492     |  
|                                                                                            |  |                             |            |   |      |   |            |  
|Total costs of sales  liquid feed supplements                                              |  |                             | 58,946     |   |      |   | 57,007     |  
|Other operating costs and expenses                                                          |  |                             | 15,104     |   |      |   | 14,748     |  
|Depreciation and amortization                                                               |  |                             | 6,244      |   |      |   | 5,602      |  
|Selling, general and administrative expenses                                                |  |                             | 8,130      |   |      |   | 8,627      |  
|                                                                                            |  |                             |            |   |      |   |            |  
|Total operating expenses                                                                    |  |                             | 88,424     |   |      |   | 85,984     |  
|                                                                                            |  |                             |            |   |      |   |            |  
|Operating income                                                                            |  |                             | 5,667      |   |      |   | 7,458      |  
|                                                                                            |  |                             |            |   |      |   |            |  
|Other expense                                                                               |  |                             |            |   |      |   |            |  
|Interest, net                                                                               |  |                             | (1,328     | ) |      |   | (1,279     | )
|Loss on disposal of property, plant & equipment                                             |  |                             | (666       | ) |      |   |           |  
|                                                                                            |  |                             |            |   |      |   |            |  
|Total other expense                                                                         |  |                             | (1,994     | ) |      |   | (1,279     | )
|Income before income tax provision and equity in loss of unconsolidated subsidiary          |  |                             | 3,673      |   |      |   | 6,179      |  
|Income tax provision                                                                        |  |                             | (1,356     | ) |      |   | (1,864     | )
|Equity in loss of unconsolidated subsidiary, net                                            |  |                             | (209       | ) |      |   | (158       | )
|                                                                                            |  |                             |            |   |      |   |            |  
|Net income                                                                                  |  |                             | 2,108      |   |      |   | 4,157      |  
|                                                                                            |  |                             |            |   |      |   |            |  
|Net income attributable to non-controlling interest                                         |  |                             | (42        | ) |      |   | (3         | )
|                                                                                            |  |                             |            |   |      |   |            |  
|Net income attributable to Westway Group, Inc.                                              |  |                             | 2,066      |   |      |   | 4,154      |  
|Preferred dividends accrued                                                                 |  |                             | (1,105     | ) |      |   | (1,062     | )
|                                                                                            |  |                             |            |   |      |   |            |  
|Net income applicable to common stockholders                                                |  | $                           | 961        |   |      | $ | 3,092      |  
|                                                                                            |  |                             |            |   |      |   |            |  
|                                                                                            |  |                            
|Weighted average number of common shares equivalent outstanding:                            |  |                             |            |   |      |   |            |  
|Basic                                                                                       |  |                             | 58,706,705 |   |      |   | 57,458,071 |  
|Diluted                                                                                     |  |                             | 59,048,827 |   |      |   | 57,915,364 |  
|Net income per share of common stock:                                                       |  |                             |            |   |      |   |            |  
|Basic                                                                                       |  | $                           | 0.02       |   |      | $ | 0.05       |  
|Diluted                                                                                     |  | $                           | 0.02       |   |      | $ | 0.05       |  
|Basic and diluted earnings per share attributable to Series A Convertible Preferred Stock   |  | $                           | 0.02       |   |      | $ | 0.05       |  
|Basic and diluted earnings per share attributable to common shares                          |  | $                           | 0.02       |   |      | $ | 0.05       |  
|Series A Convertible Preferred Stock weighted average shares outstanding, basic and diluted |  |                             | 32,116,762 |   |      |   | 30,886,830 |  
|Common share weighted average shares outstanding, basic                                     |  |                             | 26,589,943 |   |      |   | 26,571,241 |  
|Common share weighted average shares outstanding, diluted                                   |  |                             | 26,932,065 |   |      |   | 27,028,534 |  

The accompanying notes
are an integral part of these unaudited consolidated financial statements.



3



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WESTWAY GROUP, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (Unaudited)

(in thousands, except per share data)



|                                                |  |                                          |        |  |                     |   |         |                     |  |  |                          |  |  |                                      |   |  |                                     |  |        |                              |  |   |                                             |  |  |                         |         |   |                          |   |        |   |  |   |        |   |  |  |       |   |  |   |         |   |  |   |         |   |  |   |     |  |  |   |         |  
|----------------------------------------------- |  | ---------------------------------------- | ------ |  | ------------------- | - | ------- | ------------------- |  |  | ------------------------ |  |  | ------------------------------------ | - |  | ----------------------------------- |  | ------ | ---------------------------- |  | - | ------------------------------------------- |  |  | ----------------------- | ------- | - | ------------------------ | - | ------ | - |  | - | ------ | - |  |  | ----- | - |  | - | ------- | - |  | - | ------- | - |  | - | --- |  |  | - | ------- | -
|                                                |  | Westway Group, Inc. Stockholders Equity |        |  |                     |   |         |                     | 
|                                                |  | Series AConvertiblePreferred Stock       |        |  | Common StockClass A |   |         | Common StockClass B |  |  | AdditionalPaid-InCapital |  |  | RetainedEarnings(AccumulatedDeficit) |   |  | AccumulatedOtherComprehensiveIncome |  |        | Common Stock Held inTreasury |  |   | Total WestwayGroup, Inc.stockholdersequity |  |  | Non-controllingInterest |         |   | TotalStockholdersEquity |  
|(in thousands, except per
share data)           |  | Numberof Shares                          |        |  | At ParValue         |   |         | Numberof Shares     |  |  | At ParValue              |  |  | Numberof Shares                      |   |  | At ParValue                         |  |        |                              |  |   | Numberof Shares                             |  |  | At Cost                 |         |   |                          |  
|Balance, December 31, 2009                      |  |                                          | 30,887 |  |                     | $ | 177,291 |                     |  |  | 13,941                   |  |  | $                                    | 2 |  |                                     |  | 12,624 |                              |  | $ | 1                                           |  |  | $                       | 133,456 |   |                          | $ | (4,284 | ) |  | $ | 2,397  |   |  |  | 2,352 |   |  | $ | (14,115 | ) |  | $ | 294,748 |   |  | $ | 613 |  |  | $ | 295,361 |  
|Issuance of class A common shares from treasury |  |                                          |        |  |                     |   |         |                     |  |  | 11                       |  |  |                                      |   |  |                                     |  |        |                              |  |   |                                             |  |  |                         | (16     | ) |                          |   |        |   |  |   |        |   |  |  | (11   | ) |  |   | 66      |   |  |   | 50      |   |  |   |     |  |  |   | 50      |  
|Convertible preferred dividend accrued          |  |                                          |        |  |                     |   |         |                     |  |  |                          |  |  |                                      |   |  |                                     |  |        |                              |  |   |                                             |  |  |                         |         |   |                          |   | (1,062 | ) |  |   |        |   |  |  |       |   |  |   |         |   |  |   | (1,062  | ) |  |   |     |  |  |   | (1,062  | )
|Comprehensive income                            |  |                                          |        |  |                     |   |         |                     |  |  |                          |  |  |                                      |   |  |                                     |  |        |                              |  |   |                                             |  |  |                         |         |   |                          |   |        |   |  |   |        |   |  |  |       |   |  |   |         |   |  |   |         |   |  |   |     |  |  |   |         |  
|Net income                                      |  |                                          |        |  |                     |   |         |                     |  |  |                          |  |  |                                      |   |  |                                     |  |        |                              |  |   |                                             |  |  |                         |         |   |                          |   | 4,154  |   |  |   |        |   |  |  |       |   |  |   |         |   |  |   | 4,154   |   |  |   | 3   |  |  |   | 4,157   |  
|Other comprehensive income:                     |  |                                          |        |  |                     |   |         |                     |  |  |                          |  |  |                                      |   |  |                                     |  |        |                              |  |   |                                             |  |  |                         |         |   |                          |   |        |   |  |   |        |   |  |  |       |   |  |   |         |   |  |   |         |   |  |   |     |  |  |   |         |  
|Foreign currency translation                    |  |                                          |        |  |                     |   |         |                     |  |  |                          |  |  |                                      |   |  |                                     |  |        |                              |  |   |                                             |  |  |                         |         |   |                          |   |        |   |  |   | (1,179 | ) |  |  |       |   |  |   |         |   |  |   | (1,179  | ) |  |   |     |  |  |   | (1,179  | )
|                                                |  |                                          |        |  |                     |   |         |                     |  |  |                          |  |  |                                      |   |  |                                     |  |        |                              |  |   |                                             |  |  |                         |         |   |                          |   |        |   |  |   |        |   |  |  |       |   |  |   |         |   |  |   |         |   |  |   |     |  |  |   |         |  
|Other comprehensive income                      |  |                                          |        |  |                     |   |         |                     |  |  |                          |  |  |                                      |   |  |                                     |  |        |                              |  |   |                                             |  |  |                         |         |   |                          |   |        |   |  |   | (1,179 | ) |  |  |       |   |  |   |         |   |  |   | (1,179  | ) |  |   |     |  |  |   | (1,179  | )
|                                                |  |                                          |        |  |                     |   |         |                     |  |  |                          |  |  |                                      |   |  |                                     |  |        |                              |  |   |                                             |  |  |                         |         |   |                          |   |        |   |  |   |        |   |  |  |       |   |  |   |         |   |  |   |         |   |  |   |     |  |  |   |         |  
|Total comprehensive income                      |  |                                          |        |  |                     |   |         |                     |  |  |                          |  |  |                                      |   |  |                                     |  |        |                              |  |   |                                             |  |  |                         |         |   |                          |   |        |   |  |   |        |   |  |  |       |   |  |   |         |   |  |   | 2,975   |   |  |   | 3   |  |  |   | 2,978   |  
|                                                |  |                                          |        |  |                     |   |         |                     |  |  |                          |  |  |                                      |   |  |                                     |  |        |                              |  |   |                                             |  |  |                         |         |   |                          |   |        |   |  |   |        |   |  |  |       |   |  |   |         |   |  |   |         |   |  |   |     |  |  |   |         |  
|Balance, March 31, 2010                         |  |                                          | 30,887 |  |                     | $ | 177,291 |                     |  |  | 13,952                   |  |  | $                                    | 2 |  |                                     |  | 12,624 |                              |  | $ | 1                                           |  |  | $                       | 133,440 |   |                          | $ | (1,192 | ) |  | $ | 1,218  |   |  |  | 2,341 |   |  | $ | (14,049 | ) |  | $ | 296,711 |   |  | $ | 616 |  |  | $ | 297,327 |  
|                                                |  |                                          |        |  |                     |   |         |                     |  |  |                          |  |  |                                      |   |  |                                     |  |        |                              |  |   |                                             |  |  |                         |         |   |                          |   |        |   |  |   |        |   |  |  |       |   |  |   |         |   |  |   |         |   |  |   |     |  |  |   |         |  

The accompanying notes are an integral part of these unaudited consolidated financial statements.



4



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##### Table of Contents

|                                                   |                 |                                          |        |             |                     |   |                 |                     |  |             |                           |   |                 |                                      |   |             |                                     |  |        |                              |  |                 |                                             |  |         |                         |         |   |                           |   |        |   |  |   |       |  |  |  |       |  |  |   |         |   |  |   |         |   |  |   |     |  |  |   |         |  
|-------------------------------------------------- | --------------- | ---------------------------------------- | ------ | ----------- | ------------------- | - | --------------- | ------------------- |  | ----------- | ------------------------- | - | --------------- | ------------------------------------ | - | ----------- | ----------------------------------- |  | ------ | ---------------------------- |  | --------------- | ------------------------------------------- |  | ------- | ----------------------- | ------- | - | ------------------------- | - | ------ | - |  | - | ----- |  |  |  | ----- |  |  | - | ------- | - |  | - | ------- | - |  | - | --- |  |  | - | ------- | -
|                                                   |                 | Westway Group, Inc. Stockholders Equity |        |             |                     |   |                 |                     | 
|(in thousands, except per share data)              |                 | Series AConvertiblePreferredStock        |        |             | Common StockClass A |   |                 | Common StockClass B |  |             | AdditionalPaid-In
Capital |   |                 | RetainedEarnings(AccumulatedDeficit) |   |             | AccumulatedOtherComprehensiveIncome |  |        | Common Stock Held inTreasury |  |                 | Total WestwayGroup,
Inc.stockholdersequity |  |         | Non-controllingInterest |         |   | TotalStockholders
Equity |  
|                                                   |                 |                                          |        |             |                     |   |                 |                     | 
|                                                   |                 |                                          |        |             |                     |   |                 |                     | 
|                                                   |                 |                                          |        |             |                     |   |                 |                     | 
|                                                   | Numberof Shares |                                          |        | At ParValue |                     |   | Numberof Shares |                     |  | At ParValue |                           |   | Numberof Shares |                                      |   | At ParValue |                                     |  |        |                              |  | Numberof Shares |                                             |  | At Cost |                         |         |   |                          
|Balance, December 31, 2010                         |                 |                                          | 30,887 |             |                     | $ | 177,291         |                     |  |             | 14,218                    |   |                 | $                                    | 2 |             |                                     |  | 12,624 |                              |  | $               | 1                                           |  |         | $                       | 131,039 |   |                           | $ | (3,082 | ) |  | $ | 231   |  |  |  | 2,335 |  |  | $ | (14,013 | ) |  | $ | 291,469 |   |  | $ | 740 |  |  | $ | 292,209 |  
|Convertible preferred shares issued                |                 |                                          | 1,230  |             |                     |   | 6,764           |                     |  |             |                           |   |                 |                                      |   |             |                                     |  |        |                              |  |                 |                                             |  |         |                         |         |   |                           |   |        |   |  |   |       |  |  |  |       |  |  |   |         |   |  |   | 6,764   |   |  |   |     |  |  |   | 6,764   |  
|Convertible preferred dividend accrued             |                 |                                          |        |             |                     |   |                 |                     |  |             |                           |   |                 |                                      |   |             |                                     |  |        |                              |  |                 |                                             |  |         |                         |         |   |                           |   | (1,105 | ) |  |   |       |  |  |  |       |  |  |   |         |   |  |   | (1,105  | ) |  |   |     |  |  |   | (1,105  | )
|Restricted stock activity, net of shares forfeited |                 |                                          |        |             |                     |   |                 |                     |  |             | 143                       |   |                 |                                      |   |             |                                     |  |        |                              |  |                 |                                             |  |         |                         | 307     |   |                           |   |        |   |  |   |       |  |  |  |       |  |  |   |         |   |  |   | 307     |   |  |   |     |  |  |   | 307     |  
|Purchase and retirement of common stock            |                 |                                          |        |             |                     |   |                 |                     |  |             | (97                       | ) |                 |                                      |   |             |                                     |  |        |                              |  |                 |                                             |  |         |                         | (407    | ) |                           |   |        |   |  |   |       |  |  |  |       |  |  |   |         |   |  |   | (407    | ) |  |   |     |  |  |   | (407    | )
|Comprehensive income                               |                 |                                          |        |             |                     |   |                 |                     |  |             |                           |   |                 |                                      |   |             |                                     |  |        |                              |  |                 |                                             |  |         |                         |         |   |                           |   |        |   |  |   |       |  |  |  |       |  |  |   |         |   |  |   |         |   |  |   |     |  |  |   |         |  
|Net income                                         |                 |                                          |        |             |                     |   |                 |                     |  |             |                           |   |                 |                                      |   |             |                                     |  |        |                              |  |                 |                                             |  |         |                         |         |   |                           |   | 2,066  |   |  |   |       |  |  |  |       |  |  |   |         |   |  |   | 2,066   |   |  |   | 42  |  |  |   | 2,108   |  
|Other Comprehensive Income:                        |                 |                                          |        |             |                     |   |                 |                     |  |             |                           |   |                 |                                      |   |             |                                     |  |        |                              |  |                 |                                             |  |         |                         |         |   |                           |   |        |   |  |   |       |  |  |  |       |  |  |   |         |   |  |   |         |   |  |   |     |  |  |   |         |  
|Foreign currency translation                       |                 |                                          |        |             |                     |   |                 |                     |  |             |                           |   |                 |                                      |   |             |                                     |  |        |                              |  |                 |                                             |  |         |                         |         |   |                           |   |        |   |  |   | 5,428 |  |  |  |       |  |  |   |         |   |  |   | 5,428   |   |  |   |     |  |  |   | 5,428   |  
|                                                   |                 |                                          |        |             |                     |   |                 |                     |  |             |                           |   |                 |                                      |   |             |                                     |  |        |                              |  |                 |                                             |  |         |                         |         |   |                           |   |        |   |  |   |       |  |  |  |       |  |  |   |         |   |  |   |         |   |  |   |     |  |  |   |         |  
|Other comprehensive income                         |                 |                                          |        |             |                     |   |                 |                     |  |             |                           |   |                 |                                      |   |             |                                     |  |        |                              |  |                 |                                             |  |         |                         |         |   |                           |   |        |   |  |   | 5,428 |  |  |  |       |  |  |   |         |   |  |   | 5,428   |   |  |   |     |  |  |   | 5,428   |  
|                                                   |                 |                                          |        |             |                     |   |                 |                     |  |             |                           |   |                 |                                      |   |             |                                     |  |        |                              |  |                 |                                             |  |         |                         |         |   |                           |   |        |   |  |   |       |  |  |  |       |  |  |   |         |   |  |   |         |   |  |   |     |  |  |   |         |  
|Total comprehensive income                         |                 |                                          |        |             |                     |   |                 |                     |  |             |                           |   |                 |                                      |   |             |                                     |  |        |                              |  |                 |                                             |  |         |                         |         |   |                           |   |        |   |  |   |       |  |  |  |       |  |  |   |         |   |  |   | 7,494   |   |  |   | 42  |  |  |   | 7,536   |  
|                                                   |                 |                                          |        |             |                     |   |                 |                     |  |             |                           |   |                 |                                      |   |             |                                     |  |        |                              |  |                 |                                             |  |         |                         |         |   |                           |   |        |   |  |   |       |  |  |  |       |  |  |   |         |   |  |   |         |   |  |   |     |  |  |   |         |  
|Balance, March 31, 2011                            |                 |                                          | 32,117 |             |                     | $ | 184,055         |                     |  |             | 14,264                    |   |                 | $                                    | 2 |             |                                     |  | 12,624 |                              |  | $               | 1                                           |  |         | $                       | 130,939 |   |                           | $ | (2,121 | ) |  | $ | 5,659 |  |  |  | 2,335 |  |  | $ | (14,013 | ) |  | $ | 304,522 |   |  | $ | 782 |  |  | $ | 305,304 |  
|                                                   |                 |                                          |        |             |                     |   |                 |                     |  |             |                           |   |                 |                                      |   |             |                                     |  |        |                              |  |                 |                                             |  |         |                         |         |   |                           |   |        |   |  |   |       |  |  |  |       |  |  |   |         |   |  |   |         |   |  |   |     |  |  |   |         |  

The accompanying notes are an integral part of these unaudited consolidated financial statements.



5



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##### Table of Contents

WESTWAY GROUP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)



|                                                                                            |  |                             |         |   |      |   |         |  
|------------------------------------------------------------------------------------------- |  | --------------------------- | ------- | - | ---- | - | ------- | -
|                                                                                            |  | Three months endedMarch 31, |        
|                                                                                            |  | 2011                        |         |   | 2010 |  
|Cash flows from operating activities:                                                       |  |                             |         |   |      |   |         |  
|Net income                                                                                  |  | $                           | 2,108   |   |      | $ | 4,157   |  
|Adjustments to reconcile net income to net cash provided by (used in) operating activities: |  |                             |         |   |      |   |         |  
|Deferred income taxes                                                                       |  |                             | 1,022   |   |      |   | 674     |  
|Provision for doubtful accounts receivable                                                  |  |                             | 98      |   |      |   | (15     | )
|Depreciation and amortization                                                               |  |                             | 6,244   |   |      |   | 5,602   |  
|Amortization of deferred financing costs                                                    |  |                             | 348     |   |      |   | 267     |  
|Equity in loss of unconsolidated subsidiary                                                 |  |                             | 209     |   |      |   | 226     |  
|Loss on disposal of property, plant & equipment                                             |  |                             | 666     |   |      |   |        |  
|Stock compensation                                                                          |  |                             | 327     |   |      |   | 50      |  
|Changes in operating assets and liabilities, net of effects of acquisitions:                |  |                             |         |   |      |   |         |  
|Accounts receivable                                                                         |  |                             | 5,203   |   |      |   | 9,407   |  
|Inventory                                                                                   |  |                             | (1,795  | ) |      |   | (1,102  | )
|Other current assets                                                                        |  |                             | 1,733   |   |      |   | 1,295   |  
|Accounts payable                                                                            |  |                             | 253     |   |      |   | (15,263 | )
|Accrued expenses and other current liabilities                                              |  |                             | (7,488  | ) |      |   | (8,125  | )
|                                                                                            |  |                             |         |   |      |   |         |  
|Net cash provided by (used in) operating activities                                         |  |                             | 8,928   |   |      |   | (2,827  | )
|                                                                                            |  |                             |         |   |      |   |         |  
|                                                                                            |  |                            
|Cash flows from investing activities                                                        |  |                             |         |   |      |   |         |  
|Capital expenditures for property, plant and equipment, net of sales proceeds               |  |                             | (7,833  | ) |      |   | (3,945  | )
|                                                                                            |  |                             |         |   |      |   |         |  
|Net cash used in investing activities                                                       |  |                             | (7,833  | ) |      |   | (3,945  | )
|                                                                                            |  |                             |         |   |      |   |         |  
|                                                                                            |  |                            
|Cash flows from financing activities:                                                       |  |                             |         |   |      |   |         |  
|Proceeds from credit facility                                                               |  |                             | (21,694 | ) |      |   | 21,763  |  
|Payments on credit facility                                                                 |  |                             | 21,694  |   |      |   | (18,567 | )
|Purchase and cancellation of Class A common stock                                           |  |                             | (407    | ) |      |   |        |  
|Payment of deferred financing costs                                                         |  |                             | (15     | ) |      |   | (92     | )
|                                                                                            |  |                             |         |   |      |   |         |  
|Net cash provided by (used in) financing activities                                         |  |                             | (422    | ) |      |   | 3,104   |  
|                                                                                            |  |                             |         |   |      |   |         |  
|                                                                                            |  |                            
|Effects of exchange rate changes on cash and cash equivalents                               |  |                             | 474     |   |      |   | (379    | )
|                                                                                            |  |                             |         |   |      |   |         |  
|Net increase (decrease) in cash and cash equivalents                                        |  |                             | 1,147   |   |      |   | (4,047  | )
|Cash and cash equivalents, beginning of period                                              |  |                             | 12,652  |   |      |   | 9,710   |  
|                                                                                            |  |                             |         |   |      |   |         |  
|Cash and cash equivalents, end of period                                                    |  | $                           | 13,799  |   |      | $ | 5,663   |  
|                                                                                            |  |                             |         |   |      |   |         |  
|Non-cash financing and investing activities:                                                |  |                             |         |   |      |   |         |  
|Preferred dividends accrued                                                                 |  | $                           | 1,105   |   |      | $ | 1,062   |  

The accompanying notes
are an integral part of these unaudited consolidated financial statements.



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WESTWAY GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1. DESCRIPTION OF BUSINESS

Westway Group, Inc., together with its wholly-owned subsidiaries (the Company or we or us), is a
leading provider of bulk liquid storage and related value-added services, and a leading manufacturer and distributor of liquid animal feed supplements. The Company owns and operates an extensive global network of 60 operating facilities providing
approximately 352 million gallons of total bulk liquid storage capacity making and selling approximately 1.6 million tons of liquid feed supplements annually. The bulk liquid storage business is a global business with 25 terminal locations
at key port and terminal sites throughout North America and in Western Europe and Asia, offering storage to manufacturers and consumers of agricultural and industrial liquids. The liquid feed supplements business produces liquid animal feed
supplements through blending molasses and essential nutrients to form feed rations that help to maximize the genetic potential of livestock, and are sold directly to end users, primarily supplying the beef and dairy livestock industries.

2. BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements have been prepared in accordance with US generally accepted accounting
principles (U.S. GAAP) and the requirements of the Securities and Exchange Commission (SEC) for interim financial information. As permitted under those rules, certain footnotes and other financial information required by U.S.
GAAP for complete financial statements have been condensed or omitted. These interim financial statements should be read in conjunction with the audited financial statements and note disclosures for the Company previously filed with the SEC in
the Companys Annual Report on Form 10-K for the year ended December 31, 2010.

The information furnished herein
reflects all adjustments which are, in the opinion of management, necessary for a fair statement of our financial position and operating results for the interim periods reported, including the elimination of all significant intercompany accounts and
transactions in consolidation. With the exception of certain adjustments associated with acquisitions, all such adjustments are, in the opinion of management, of a normal recurring nature. The preparation of the consolidated financial statements
involves the use of estimates and accruals. Actual results may vary from those estimates. Quarterly results are not necessarily indicative of results that may be expected for the full year. The Company adheres to the same accounting policies in
preparing interim financial statements as it does for the preparation of annual statements. Certain reclassifications have been made to previously issued financial statements to conform to the current period presentation. These reclassifications had
no impact on net income or net cash flows.

The Company has evaluated subsequent events for potential disclosure through the
date the financial statements were issued.

3. ADOPTION OF ACCOUNTING STANDARDS

On December 21, 2010, the FASB issued Accounting Standards Update (ASU) 2010-29, which impacts any public entity that
enters into business combinations that are material on an individual or aggregate basis. The guidance specifies that if a public entity presents comparative financial statements, the entity should disclose revenues and earnings of the combined
entity as though the business combination(s) that occurred during the year had occurred at the beginning of the prior annual period when preparing the pro forma financial information for both the current and prior reporting periods. The guidance
also requires that pro forma disclosures be accompanied by a narrative description regarding the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in reported pro forma
revenues and earnings. This guidance is effective for business combinations consummated in periods beginning after December 15, 2010. The Company adopted this guidance on January 1, 2011 and it had no impact on our consolidated financial
statements.

In December 2010, a pronouncement was issued by the FASB that modified the process used to test goodwill for
impairment. The pronouncement impacted reporting units with zero or negative carrying amounts and required an additional test to be performed to determine whether goodwill has been impaired and to calculate the amount of that impairment. This
amendment is effective for fiscal years beginning after December 15, 2010. The Company adopted this pronouncement as of January 1, 2011 and it had no impact on the consolidated financial statements.

4. EARNINGS PER SHARE

The Company calculated earnings per share in accordance with U.S. GAAP. The Series A Convertible Preferred Stock is a participating
security because it participates in dividends with common stock. Accordingly, net income is allocated to each security based on the ratio of the number of shares, if converted, to the total number of shares. The Company has included these shares
within the computation of earnings per share under the two-class method for the three months ended March 31, 2011 and 2010. The Company has included the effect of the preferred dividends in the numerator for the three months ended
March 31, 2011 and 2010 as it is deemed a contractual obligation.



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In calculating its diluted weighted average number of shares for the three months ended
March 31, 2010, the Company added an additional 457,292 shares to its weighted average shares outstanding to account for the deemed conversion of the accrued, but unpaid, preferred dividends on the shares of outstanding Series A Convertible
Preferred Stock. For the three months ended March 31, 2011, there were no accrued and unpaid preferred dividends on shares of outstanding Series A Convertible Preferred Stock at the beginning of the period due to the Company issuing an
additional 1,229,932 shares of Series A Convertible Preferred Stock in satisfaction of all outstanding accrued but unpaid dividends through December 31, 2010. The Company also added 342,122 shares to its diluted weighted average share number
for the three months ended March 31, 2011 relating to unvested restricted stock granted to certain employees. As the Companys warrants were issued with exercise prices ranging from $5.00 to $6.25, they have not been added to the diluted
weighted average number of shares for the three months ended March 31, 2011 and 2010 since the average price of our common stock was below this range.

The calculation of basic and diluted earnings per share is as follows (in thousands except share amounts):



|                                                                                            |  |                              |            |   |      |   |            |  
|------------------------------------------------------------------------------------------- |  | ---------------------------- | ---------- | - | ---- | - | ---------- | -
|                                                                                            |  | Three Months Ended March 31, |           
|                                                                                            |  | 2011                         |            |   | 2010 |  
|Numerator                                                                                   |  |                              |            |   |      |   |            |  
|Net income attributable to Westway Group, Inc.                                              |  | $                            | 2,066      |   |      | $ | 4,154      |  
|Preferred dividends accrued                                                                 |  | $                            | (1,105     | ) |      | $ | (1,062     | )
|                                                                                            |  |                              |            |   |      |   |            |  
|Net Income Applicable to Common Stockholders - Basic                                        |  |                              | 961        |   |      |   | 3,092      |  
|Plus income impact of assumed conversion of:                                                |  |                              |            |   |      |   |            |  
|Series A Convertible Preferred Stock                                                        |  | $                            | 1,105      |   |      | $ | 1,062      |  
|                                                                                            |  |                              |            |   |      |   |            |  
|Net Income Applicable to Common Stockholders - Diluted                                      |  | $                            | 2,066      |   |      | $ | 4,154      |  
|                                                                                            |  |                              |            |   |      |   |            |  
|                                                                                            |  |                             
|Denominator                                                                                 |  |                              |            |   |      |   |            |  
|Weighted average number of common shares outstanding                                        |  |                              | 26,589,943 |   |      |   | 26,571,241 |  
|Weighted average number of participating Series A Convertible Preferred shares              |  |                              | 32,116,762 |   |      |   | 30,886,830 |  
|                                                                                            |  |                              |            |   |      |   |            |  
|Weighted average number of shares for purposes of calculating basic earnings per share      |  |                              | 58,706,705 |   |      |   | 57,458,071 |  
|Add common stock issuable upon conversion of:                                               |  |                              |            |   |      |   |            |  
|Series A Convertible Preferred Stock accrued dividends                                      |  |                              |           |   |      |   | 457,292    |  
|Unvested restricted stock                                                                   |  |                              | 342,122    |   |      |   |           |  
|                                                                                            |  |                              |            |   |      |   |            |  
|Weighted average number of shares for purposes of calculating diluted earnings per share    |  |                              | 59,048,827 |   |      |   | 57,915,363 |  
|                                                                                            |  |                              |            |   |      |   |            |  
|Basic and Diluted Earnings Per Common Share                                                 |  |                              |            |   |      |   |            |  
|Net Income Available to Common Stockholders - Basic                                         |  | $                            | 0.02       |   |      | $ | 0.05       |  
|Net Income Available to Common Stockholders - Diluted                                       |  | $                            | 0.02       |   |      | $ | 0.05       |  
|Basic and diluted earnings per share attributable to Series A Convertible Preferred Stock   |  | $                            | 0.02       |   |      | $ | 0.05       |  
|Basic and diluted earnings per share attributable to common shares                          |  | $                            | 0.02       |   |      | $ | 0.05       |  
|Series A Convertible Preferred Stock weighted average shares outstanding, basic and diluted |  |                              | 32,116,762 |   |      |   | 30,886,830 |  
|Common share weighted average shares outstanding, basic                                     |  |                              | 26,589,943 |   |      |   | 26,571,241 |  
|Common share weighted average shares outstanding, diluted                                   |  |                              | 26,932,065 |   |      |   | 27,028,534 |  

The number of
additional shares that could potentially dilute earnings per share in the future that were not included in the computation of diluted earnings per share due to the average price of our common stock during the first quarter of 2011 is summarized as
follows:



|                                                                                   |  |                                 |            | 
|---------------------------------------------------------------------------------- |  | ------------------------------- | ---------- | 
|                                                                                   |  | Three monthsendingMarch 31,2011 |           
|Public offering warrants                                                           |  |                                 | 11,073,580 | 
|Founder warrants (1)                                                               |  |                                 | 5,214,286  | 
|Underwriter options to purchase units, with one share of common stock per unit (1) |  |                                 | 700,000    | 
|Underwriter options to purchase units, with two warrants per unit (1)              |  |                                 | 1,400,000  | 
|                                                                                   |  |                                 |            | 
|                                                                                   |  |                                 | 18,387,866 | 



|(1) | Founder warrants and underwriter options to purchase units have a potentially less dilutive effect because they have a cashless exercise provision.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------



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5. EQUITY

In January 2011, the Company issued an additional 1,229,932 shares of the Companys Series A Convertible Preferred Stock to Agman in satisfaction of any and all outstanding accrued but unpaid
dividends on Agmans shares of Series A Convertible Preferred Stock through December 31, 2010 totaling $6.8 million. The Company has also agreed to issue subsequent to March 31, 2011, an additional 270,499 shares of Series A
Convertible Preferred Stock to Agman, constituting payment in full for any and all outstanding accrued but unpaid dividends on Agmans shares of Series A Convertible Preferred Stock for the period January 1, 2011 through May 1, 2011
totaling $1.5 million. The shares have been and will be issued in private placements not involving a public offering under the Securities Act of 1933. The Company has not engaged in general solicitation or advertising with regard to the described
issuances of its shares of Series A Convertible Preferred Stock and has not offered securities to the public in connection with the issuances.

6. BUSINESS SEGMENTS

The Company operates its business in two reportable operating segments: bulk liquid storage and liquid feed supplements. These businesses
represent distinct operations that are managed separately because of differing products and services. Each of these businesses has distinct operating, marketing and sales strategies, and our chief operating decision maker reviews the performance of
these businesses based on these segments. The Company also has one non-operating segmentcorporate.

These segments
follow the accounting principles described in Note 3 of the Companys audited financial statements for the year ended December 31, 2010 in the Companys 2010 Annual Report on Form 10-K. Intersegment revenues are accounted for at
prices which approximate market.

Bulk Liquid Storage

The Companys bulk liquid storage segment generates revenue through contracts by providing three primary types of services: fixed income, volume or throughput income, and income from ancillary
services. Each of these sources of income is recorded net of any discounts, volume rebates, and sales taxes. These sources of income reflect the individual nature of the Companys relationships with its global, regional or local customer bases,
which typically comprise contracts spanning one or more years. Contracts vary according to the provision of services, ranging from the simple transloading of products from delivery into storage, but more typically extend into more complex product
management and storage services. Fixed income services generate revenue from storage services at each of our terminals and are based on a fixed fee per month for tank rental, input/output from storage tanks or combination of both. The Company
recognizes revenue from fixed income services in the period the service is rendered. Volume services generate revenue based on the volume of liquid entering or exiting at each terminal location and are based on tonnage. The Company recognizes
revenue for volume services as the volumes are entered into or withdrawn from its storage facilities. Ancillary income services generate revenue from customer-specific storage requirements including energy, overtime, and other infrastructure costs.
Revenue relating to ancillary income services is recognized based on terms stipulated in the customer contract and is recorded at the time the service is provided. Provisions for ancillary services may be included in fixed price storage service
contracts or in volume or throughput income service contracts. Revenue is recorded for the services available under each contract as the services are provided. Bulk liquid storage services are provided through a number of domestic and international
locations, but are currently managed as one business from the Companys headquarters in New Orleans, Louisiana.

Liquid Feed
Supplements

The liquid feed supplements segment generates income from making and selling liquid feed products, with a
small proportion of income arising from making and selling dried or block animal feeds. The business is focused on the processing of animal feeds from their raw liquid constituents into a blended product that varies according to customer and
livestock requirements. Revenue is recorded net of any discounts, volume rebates, and sales taxes. Shipping and handling costs are included within cost of sales in the consolidated statements of income. Our liquid feed supplements segment
incorporates a research and development program focused on delivering product that is distinct, based on customer, livestock and geographical requirements, and is capable of being varied to reflect commodity prices or other factors. The liquid feed
supplements segment is organized around a series of broad regional territories in the United States that reflect the characteristics of beef cattle, dairy and feedlot markets. The liquid feed supplements segment is currently managed from, and
headquartered in, Tomball, TX.

Corporate

Corporate operating expenses are not allocated to the Companys reportable segments. The corporate segment includes interest expenses related to corporate debt and unallocated general and
administrative expenses including primarily executive, legal, finance, information technology, human resource, and health, safety, environmental, and quality expenses.



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##### Table of Contents

Results of Operations by Business Segment

The Companys operations by business segment are as follows (in thousands):

Three Months Ended March 31, 2011



|                                                                                           |  |                     |         |  |                        |   |         |           |  |   |        |   |  |   |         | 
|------------------------------------------------------------------------------------------ |  | ------------------- | ------- |  | ---------------------- | - | ------- | --------- |  | - | ------ | - |  | - | ------- | 
|                                                                                           |  | Bulk Liquid Storage |         |  | Liquid FeedSupplements |   |         | Corporate |  |   | Total  |  
|Total net revenues                                                                         |  | $                   | 22,804  |  |                        | $ | 71,287  |           |  |   |       |   |  | $ | 94,091  | 
|Income (loss) before taxes and equity in earnings (loss) of unconsolidated subsidiary, net |  | $                   | 6,178   |  |                        | $ | 2,959   |           |  | $ | (5,464 | ) |  | $ | 3,673   | 
|Total assets                                                                               |  | $                   | 356,936 |  |                        | $ | 124,812 |           |  | $ | 15,675 |   |  | $ | 497,423 | 

Three Months Ended March 31,
2010



|                                                                                           |  |                     |         |  |                        |   |         |           |  |   |        |   |  |   |         | 
|------------------------------------------------------------------------------------------ |  | ------------------- | ------- |  | ---------------------- | - | ------- | --------- |  | - | ------ | - |  | - | ------- | 
|                                                                                           |  | Bulk Liquid Storage |         |  | Liquid FeedSupplements |   |         | Corporate |  |   | Total  |  
|Total net revenues                                                                         |  | $                   | 22,901  |  |                        | $ | 70,541  |           |  |   |       |   |  | $ | 93,442  | 
|Income (loss) before taxes and equity in earnings (loss) of unconsolidated subsidiary, net |  | $                   | 7,809   |  |                        | $ | 3,739   |           |  | $ | (5,369 | ) |  | $ | 6,179   | 
|Total assets                                                                               |  | $                   | 344,394 |  |                        | $ | 131,464 |           |  | $ | 24,620 |   |  | $ | 500,478 | 

7. INCOME TAXES

For the three months ended March 31, 2011, the Company recorded a tax provision based on an increase in the proportionate share of
U.S. taxes on foreign earnings. In addition, foreign earnings decreased for the three months ended March 31, 2011 compared to the three months ended March 31, 2010. Foreign tax rates on these earnings are lower than U.S. tax rates.



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

The purpose of this discussion and analysis is to focus on significant changes in the financial condition and results of operations of the
Company during the first quarter of 2011. This discussion and analysis highlights and supplements information contained elsewhere in this Quarterly Report on Form 10-Q, particularly the preceding consolidated financial statements and notes. This
discussion and analysis should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2010 (2010 Form 10-K).

Forward-Looking Statements

This discussion and analysis includes
statements regarding our future performance, liquidity, and capital resources, our plans and objectives for future operations, and assumptions relating to any of the foregoing. Such statements, along with any other non-historical statements in the
discussion, are forward-looking. Our use of words such as believe, expect, anticipate, intend, aim, will, shall, may, should,
could, would, plan, estimate, continue, foresee, or the negative of such terms, or other similar expressions often further identify a statement as a forward-looking statement
(although not all forward-looking statements necessarily include one of these words). Forward-looking statements involve risks and uncertainties. Our actual results may differ materially from those contained in or implied by any of the
forward-looking statements in this Form 10-Q. Important factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed in Part II, Item 1A. Risk
Factors of this Form 10-Q and in Item 1A. Risk Factors of our 2010 Form 10-K. We do not assume an obligation to update any forward-looking statement.

Company Overview

Westway Group, Inc., together with its wholly-owned
subsidiaries (the Company or we or us) is a global provider of bulk liquid storage and related value-added services and the largest manufacturer and distributor of liquid feed supplements for the livestock
industry in North America. We currently operate a global network of 25 operating storage facilities providing approximately 352 million gallons of total bulk liquid storage capacity and 35 operating liquid feed supplement facilities selling
approximately 1.6 million tons of liquid feed supplements annually. Our Class A common stock is currently traded on the NASDAQ stock market under the symbol (WWAY). As of May 6, 2011, we had 473 employees.



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##### Table of Contents

Highlights of the First Quarter of 2011



| |  |  | In 2010, several construction projects began, including four tanks at our Houston 1, TX terminal totaling approximately 4.2 million gallons of
capacity in the aggregate, four tanks totaling approximately 2.5 million gallons of capacity in aggregate at our Houston 2, TX terminal, and nine stainless steel tanks totaling approximately 4.2 million gallons of capacity in the aggregate
at our Amsterdam, Netherlands terminal. All of these projects are on schedule and budget for completion in the latter half of 2011. These constructions projects are in line with our strategy to focus on increasing our storage capacity in key markets
that enhance our scope of service offerings.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | In February 2011, construction began on four additional tanks at our Houston 1, TX terminal totaling approximately 4.2 million gallons of capacity
in the aggregate, as well as two new dock lines. Completion of this project is expected in the latter half of 2011. Upon completion of this project, the Houston 1 facility will have a total capacity of approximately 66 million gallons.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Global storage tank utilization continues to remain high at 96%.
| | - |  | ----------------------------------------------------------------



| |  |  | Tonnage sold in our liquid feed supplements business during the first quarter of 2011 totaled 433,000 tons, an increase of 4% compared to the same
period in 2010. The U.S. government renewable fuels mandate, weather, and other factors continue to support the price of corn and other dry commodities used by many of our competitors in their dry feed products. We anticipate the liquid ingredients
we use in our products will be favorably priced compared to dry commodities for the foreseeable future.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Our corporate-related general and administrative expenses have decreased $354,000 or 9%, during the first quarter of 2011 compared to the same period
in 2010 as a result of lower professional fees.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Westway Terminal Company LLC, a wholly owned subsidiary of the Company, received the Responsible Care Partner of the Year Award. This award is the
American Chemistry Councils top partner award, presented to three partner companies for their record of performance and dedication to safety.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Flood Conditions on the Mississippi and Ohio Rivers

We have several
facilities serving both our liquid feed supplements and bulk liquid storage businesses which have been minimally affected by the recent flooding along the Mississippi and Ohio rivers. We have taken steps to protect our assets and those of our
customers, and we do not expect the costs of these activities to be material to the operations of the Company. In keeping with our risk management process and standard operating procedures, the Company is insured for casualty events, and we have
taken appropriate steps to secure our facilities from damage. To date, our facilities have not sustained any damages other than some disruption of ingress and egress at a few locations. Additionally, our broad geographic footprint allows us the
flexibility to shift production and distribution to non-affected facilities. The crest has passed Memphis, TN as of this filing date. The only facility we have south of Memphis, along the river, is located in Port Allen, LA, where we expect the
river to crest in the next few days. The estimation of the cresting date has been adjusted due to the opening of the Morganza Spillway, which is located on the river north of our Port Allen facility. The opening of the spillway represents a
significant development, since it should reduce the ultimate cresting at Port Allen as well as lower the pressure on the surrounding levees. In cooperation with the Coast Guard and local authorities, we have closed our Port Allen dock operations to
barge traffic temporarily and do not anticipate that our land operations will be affected at that terminal facility.

Critical Accounting
Policies and Estimates

We prepare our consolidated financial statements in accordance with U.S. generally accepted
accounting principles (U.S. GAAP), which requires management to make estimates, judgments, and assumptions based upon available information that affect reported amounts and related disclosures. We base our estimates and judgments on
historical experience and various other factors that we believe to be reasonable under the circumstances.

For a description
of our critical accounting policies and critical accounting estimates that require us to make the most difficult, subjective or complex judgments, please see the Critical Accounting Estimates section of Item 7 of our 2010 Form
10-K. We have not changed these policies and estimates from those previously disclosed in our 2010 Form 10-K.



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##### Table of Contents

Results of Operations

The following is a discussion of operating results for the first quarter of 2011, compared to operating results for the first quarter of 2010.

NET REVENUE



|               |  |                             |        |  |            |   |        |        |  |   |     |  |  |  |   |  
|-------------- |  | --------------------------- | ------ |  | ---------- | - | ------ | ------ |  | - | --- |  |  |  | - | -
|               |  | Three Months EndedMarch 31, |        |  |            |   |        |        | 
|(in thousands) |  | 2011Actual                  |        |  | 2010Actual |   |        | Change | 
|Net Revenue    |  | $                           | 94,091 |  |            | $ | 93,442 |        |  | $ | 649 |  |  |  | 1 | %

Net revenue from third
parties increased $800,000 or 1%, to $90.3 million for the first quarter of 2011 when compared to $89.5 million for the first quarter of 2010. Net revenue from related parties, which accounted for 4% of total net revenue in the first quarter of 2011
and 2010, decreased $151,000 or 4%, to $3.8 million for the first quarter of 2011 when compared to $4.0 million for the first quarter of 2010. Total net revenue increased by $649,000 or 1%, to $94.1 million for the first quarter of 2011 when
compared to $93.4 million for the first quarter of 2010. The bulk liquid storage segment represented 24% and 25% of total net revenue for the first quarter of 2011 and 2010 respectively, while the liquid feed supplement segment represented the
remaining 76% and 75% of total net revenue for these periods.

Bulk Liquid Storage

In the bulk liquid storage business, net revenue decreased slightly by $97,000 to $22.8 million for the first quarter of 2011 from $22.9
million for the first quarter of 2010. Bulk liquid storage net revenue within the U.S. increased 2% during the first quarter of 2011 compared to the same period in 2010, reflecting the expansion of our Port Allen, LA and Houston, TX facilities.

Bulk liquid storage net revenue from outside the U.S. decreased 6% in the first quarter of 2011 compared to the first quarter
of 2010. This revenue accounted for 30% of total bulk liquid storage net revenue for the first quarter of 2011. The decrease in net revenue was primarily due to soft market conditions in Europe at this time and our strategic decision to renew
contracts at slightly lower rates to maintain current business volume. These factors were partially offset by a combination of fluctuating exchange rates in the Euro, Pound Sterling and Canadian Dollar in the first quarter of 2011, which had a
combined positive impact on bulk liquid storage net revenue outside of the U.S. of approximately 2%. The Company is currently concentrating on aggressive marketing programs in Europe to develop new bulk liquid storage business.

Our total global storage capacity (net of disposals and not including construction in progress) remained consistent at approximately
352 million gallons. The percentage capacity utilization of our bulk liquid storage facilities increased to 96% at the end of the first quarter of 2011, up from 95% at the end of the first quarter of 2010.

We believe that capacity and capacity utilization are key to the profitability of our bulk liquid storage business. Once the fixed cost
of constructing a terminal has been incurred, the marginal cost of providing each additional increment of storage service is less than the marginal revenues received for such service. We continue to evaluate opportunities to increase our bulk liquid
storage capacity, including possible projects for greenfield expansions and targeted infill development. Additionally, we may grow profitability by identifying new strategic locations and either acquire existing bulk liquid terminals from third
parties or construct new bulk liquid terminals on available land.

The trend demonstrated thus far in 2011 of increased total
bulk liquid storage revenue in the U.S. may continue into the future, depending on our successful execution and completion of expansion and acquisition projects. Although revenue outside of the U.S. is experiencing a modest decline, we expect that
the European market will strengthen in the future.

Liquid Feed Supplements

For the first quarter of 2011, net revenue for the liquid feed supplements business totaled $71.3 million, an increase of $746,000 or 1%,
compared to net revenue of $70.5 million for the first quarter of 2010. Volume for the first quarter of 2011 increased 4% to 433,000 tons compared to 416,000 tons for the same period in 2010. The increase in net revenue was positively impacted by
increased volumes, offset by the negative impact of pricing and product mix changes.

We view volume, selling price, product
mix, and gross profit margin percentage as key performance indicators to the profitability of our liquid feed supplements business. Once the fixed costs of an operating facility are covered, all revenue that exceeds the variable costs contributes
incrementally to the profitability of our business. Generally, revenues are considered an incomplete indicator of performance because large fluctuations can occur from period to period due to general seasonal trends, as well as the volatility in the
underlying commodity ingredient prices, which affect both competitive sales pricing and the cost of sales. Gross profit margin percentage is a highly visible indicator which provides us with measurable guidelines to monitor our cost of goods, which
in the liquid feed supplements business can be somewhat volatile.



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##### Table of Contents

Thus far, the trend in 2011 for the liquid feed supplement business has been an increase in
both net revenue and the total cost of goods sold. The increase in our costs of goods sold has been greater than the increase in our net revenue which has resulted in lower gross profit margins. If the cost of our inputs decline during the year, we
would expect our margins to improve. Thus far in 2011, we have concentrated on maintaining sales volumes, which has had a negative effect on our margins.

COST OF SALES



|                      |  |                             |        |   |            |   |        |        |  |   |       |    |  |  |   |  
|--------------------- |  | --------------------------- | ------ | - | ---------- | - | ------ | ------ |  | - | ----- | -- |  |  | - | -
|                      |  | Three Months EndedMarch 31, |        |   |            |   |        |        | 
|(in thousands)        |  | 2011Actual                  |        |   | 2010Actual |   |        | Change | 
|Cost of Sales         |  | $                           | 58,946 |   |            | $ | 57,007 |        |  | $ | 1,939 |    |  |  | 3 | %
|Gross Profit Margin % |  |                             | 17.3   | % |            |   | 19.2   | %      |  |   | (1.9  | )% |  |  |   |  

For the first quarter of 2011, cost of sales for our liquid feed supplements business, including
related party purchases from the ED&F Man group, totaled $58.9 million, an increase of $1.9 million or 3%, compared to cost of sales of $57.0 million for the first quarter of 2010. Volume for the first quarter of 2011 increased by 4% to 433,000
tons compared to 416,000 tons for the first quarter of 2011. The increase in costs of sales was primarily due to the higher volume and an increase in input costs.

Gross profit margin (net revenue including from related parties, less cost of sales) in our liquid feed supplements business decreased by $1.2 million or 9%, to $12.3 million for the first quarter of 2011
compared to $13.5 million for the first quarter of 2010. The decrease resulted from our strategy to emphasize sales of lower priced/lower margin products to maintain market share in the current environment. Gross profit margin percentage (net
revenues minus cost of sales, divided by net revenues) for the liquid feed supplement business decreased from 19.2% for the first quarter of 2010 to 17.3% for the first quarter of 2011 due to lower selling prices in efforts to maintain volume
levels.

OTHER OPERATING COSTS AND EXPENSES



|                                   |  |                             |        |  |            |   |        |        |  |   |     |  |  |  |   |  
|---------------------------------- |  | --------------------------- | ------ |  | ---------- | - | ------ | ------ |  | - | --- |  |  |  | - | -
|                                   |  | Three Months EndedMarch 31, |        |  |            |   |        |        | 
|(in thousands)                     |  | 2011Actual                  |        |  | 2010Actual |   |        | Change | 
|Other Operating Costs and Expenses |  | $                           | 15,104 |  |            | $ | 14,748 |        |  | $ | 356 |  |  |  | 2 | %

Other operating costs and
expenses for the first quarter of 2011 were $15.1 million, an increase of $356,000 or 2%, from $14.7 million for the first quarter of 2010. Of the total other operating costs and expenses, the bulk liquid storage segment represented 65% and 60% for
the first quarter of 2011 and 2010 respectively, and the liquid feed supplement segment represented 34% and 39%. The increase in the first quarter of 2011 was primarily due to additional bulk liquid storage facility costs relating to the Port Allen,
LA and Houston, TX expansions, as well as additional other operating costs at our United Kingdom bulk liquid storage facilities. These factors were slightly offset by a decrease in liquid feed supplement other operating costs and expenses resulting
from facility efficiencies and product mix changes. Major components of other operating costs and expenses included payroll, repairs, utilities, and insurance.

DEPRECIATION AND AMORTIZATION



|                              |  |                             |       |  |            |   |       |        |  |   |     |  |  |  |    |  
|----------------------------- |  | --------------------------- | ----- |  | ---------- | - | ----- | ------ |  | - | --- |  |  |  | -- | -
|                              |  | Three MonthsEnded March 31, |       |  |            |   |       |        | 
|(in thousands)                |  | 2011Actual                  |       |  | 2010Actual |   |       | Change | 
|Depreciation and Amortization |  | $                           | 6,244 |  |            | $ | 5,602 |        |  | $ | 642 |  |  |  | 11 | %

Depreciation
and amortization costs increased by $642,000 or 11%, to $6.2 million for the first quarter of 2011 from $5.6 million for the first quarter of 2010. The increase was mainly due to our recent capital investments in the United States, including the
expansion of our Port Allen, LA and Houston, TX facilities. Of the total depreciation, the bulk liquid storage segment represented 79% and 76% for the first quarter of 2011 and 2010 respectively, and the liquid feed supplement segment represented
19% and 24%. The Corporate non-operating segment represented the remaining 2% for 2011.



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##### Table of Contents

SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES



|                                              |  |                             |       |  |                |   |       |        |  |   |      |   |  |  |    |   
|--------------------------------------------- |  | --------------------------- | ----- |  | -------------- | - | ----- | ------ |  | - | ---- | - |  |  | -- | --
|                                              |  | Three Months EndedMarch 31, |       |  |                |   |       |        | 
|(in thousands)                                |  | 2011    Actual              |       |  | 2010    Actual |   |       | Change | 
|Selling, General, and Administrative Expenses |  | $                           | 8,130 |  |                | $ | 8,627 |        |  | $ | (497 | ) |  |  | (6 | )%

Selling, general and
administrative expenses for the first quarter of 2011 decreased by $497,000 or 6%, to $8.1 million, compared to $8.6 million for the first quarter of 2010, primarily as a result of lower corporate-related fees including legal and advisory services
due to onetime projects in 2010. Of the total selling, general, and administrative expenses, the bulk liquid storage segment represented 20% and 23% for the first quarter of 2011 and 2010 respectively, the liquid feed supplement segment represented
35% and 31%, and the corporate segment represented the remaining 45% and 46%. Selling, general, and administrative expenses included costs associated with payroll, office, and other administrative expenses of our bulk liquid storage and liquid feed
supplement operations, as well as corporate general and administrative costs.

OPERATING INCOME



|                 |  |                             |       |  |                |   |       |        |  |   |        |   |  |  |     |   
|---------------- |  | --------------------------- | ----- |  | -------------- | - | ----- | ------ |  | - | ------ | - |  |  | --- | --
|                 |  | Three Months EndedMarch 31, |       |  |                |   |       |        | 
|(in thousands)   |  | 2011    Actual              |       |  | 2010    Actual |   |       | Change | 
|Operating Income |  | $                           | 5,667 |  |                | $ | 7,458 |        |  | $ | (1,791 | ) |  |  | (24 | )%

Operating income
decreased by $1.8 million or 24%, to $5.7 million for the first quarter of 2011 from $7.5 million for the first quarter of 2010. This decrease was the result of lower liquid feed supplement gross profit margin during the first quarter of 2011, as
well as increased depreciation and other operating costs and expenses. This decrease was partially offset by decreased selling, general and administrative expenses during the first quarter of 2011.

Operating income for the first quarter of 2011 resulted from operating income of $6.5 million from the bulk liquid storage segment and
$3.2 million from the liquid feed supplements segment, partially offset by corporate costs of $4.0 million. Operating income for the first quarter of 2010 resulted from operating income of $7.8 million from the bulk liquid storage segment and $3.8
million from the liquid feed supplements segment, partially offset by corporate costs of $4.1 million.

INTEREST EXPENSE



|                      |  |                             |        |   |            |   |        |        |  |   |     |   |  |  |    |   
|--------------------- |  | --------------------------- | ------ | - | ---------- | - | ------ | ------ |  | - | --- | - |  |  | -- | --
|                      |  | Three Months EndedMarch 31, |        |   |            |   |        |        | 
|(in thousands)        |  | 2011Actual                  |        |   | 2010Actual |   |        | Change | 
|Interest Expense, Net |  | $                           | (1,328 | ) |            | $ | (1,279 | )      |  | $ | (49 | ) |  |  | (4 | )%

Interest expense remained
relatively consistent at $1.3 million for the first quarter of 2011 and 2010. The slight increase was driven by higher interest rates, higher facility fees, and higher debt amortization costs in the first quarter of 2011, offset by lower borrowings
in the first quarter of 2011 compared to the first quarter of 2010.



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##### Table of Contents

LOSS ON DISPOSAL OF PROPERTY, PLANT & EQUIPMENT



|                                                |  |                             |      |   |            |   |   |        |  |   |      |  
|----------------------------------------------- |  | --------------------------- | ---- | - | ---------- | - | - | ------ |  | - | ---- | -
|                                                |  | Three Months EndedMarch 31, |      |   |            |  
|(in thousands)                                  |  | 2011Actual                  |      |   | 2010Actual |   |   | Change | 
|Loss on Disposal of Property, Plant & Equipment |  | $                           | (666 | ) |            | $ |  |        |  | $ | (666 | )

Loss on disposal of
property, plant & equipment totaled $666,000 for the first quarter of 2011. In the first quarter of 2010, there were no losses associated with disposals. These losses represent obsolete equipment disposed during the period that no longer
had a useful life.

INCOME TAXES



|                     |  |                             |        |   |            |   |        |        |  |   |     |  |  |  |    |  
|-------------------- |  | --------------------------- | ------ | - | ---------- | - | ------ | ------ |  | - | --- |  |  |  | -- | -
|                     |  | Three Months EndedMarch 31, |        |   |            |   |        |        | 
|(in thousands)       |  | 2011Actual                  |        |   | 2010Actual |   |        | Change | 
|Income Tax Provision |  | $                           | (1,356 | ) |            | $ | (1,864 | )      |  | $ | 508 |  |  |  | 27 | %

We had a consolidated
income tax provision of $1.4 million for the first quarter of 2011, compared to a $1.9 million income tax provision for the first quarter of 2010. The change was due to the impact of lower operating results during the first quarter of 2011. For the
first quarter of 2011, we recorded a tax provision based on an increase in the proportionate share of U.S. taxes on foreign earnings. In addition, foreign earnings decreased during the first quarter of 2011 compared to the first quarter of 2010.
Foreign tax rates on these earnings are lower than U.S. tax rates.

NET INCOME ATTRIBUTABLE TO WESTWAY GROUP, INC.



|                                               |  |                             |       |  |            |   |       |        |  |   |        |   |  |  |     |   
|---------------------------------------------- |  | --------------------------- | ----- |  | ---------- | - | ----- | ------ |  | - | ------ | - |  |  | --- | --
|                                               |  | Three Months EndedMarch 31, |       |  |            |   |       |        | 
|(in thousands)                                 |  | 2011Actual                  |       |  | 2010Actual |   |       | Change | 
|Net Income Attributable to Westway Group, Inc. |  | $                           | 2,066 |  |            | $ | 4,154 |        |  | $ | (2,088 | ) |  |  | (50 | )%

Net income attributable
to Westway Group, Inc. decreased by $2.1 million or 50%, to $2.1 million for the first quarter of 2011 as compared to $4.2 million for the first quarter of 2010. This decrease is primarily due to a decrease in operating income of $1.8 million
and loss on disposal of equipment of $666,000, partially offset by a positive change in income tax provision of $508,000.

PREFERRED
DIVIDENDS ACCRUED



|                            |  |                             |        |   |            |   |        |        |  |   |     |   |  |  |    |   
|--------------------------- |  | --------------------------- | ------ | - | ---------- | - | ------ | ------ |  | - | --- | - |  |  | -- | --
|                            |  | Three Months EndedMarch 31, |        |   |            |   |        |        | 
|(in thousands)              |  | 2011Actual                  |        |   | 2010Actual |   |        | Change | 
|Preferred Dividends Accrued |  | $                           | (1,105 | ) |            | $ | (1,062 | )      |  | $ | (43 | ) |  |  | (4 | )%

Accruals for preferred
dividends remained relatively consistent at $1.1 million for the first quarter of 2011 and 2010. The slight increase was the result of the additional 1.2 million shares of Series A Convertible Preferred Stock issued in January 2011.



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##### Table of Contents

NET INCOME APPLICABLE TO COMMON STOCKHOLDERS



|                                             |  |                             |     |  |            |   |       |        |  |   |        |   |  |  |     |   
|-------------------------------------------- |  | --------------------------- | --- |  | ---------- | - | ----- | ------ |  | - | ------ | - |  |  | --- | --
|                                             |  | Three Months EndedMarch 31, |     |  |            |   |       |        | 
|(in thousands)                               |  | 2011Actual                  |     |  | 2010Actual |   |       | Change | 
|Net Income Applicable to Common Stockholders |  | $                           | 961 |  |            | $ | 3,092 |        |  | $ | (2,131 | ) |  |  | (69 | )%

Net
incomeapplicable to common stockholders decreased by $2.1 million or 69%, to $961,000 for the first quarter of 2011 as compared to $3.1 million for the first quarter of 2010. This decrease was due to a decrease in net income
attributable to Westway Group, Inc. of $2.1 million and an increase of preferred dividends accrued of $43,000.

Liquidity and Capital
Resources

Cash and Working Capital

During the first quarter of 2011, our cash and cash equivalents increased by $1.1 million from December 31, 2010 to a total of $13.8 million at March 31, 2011. This increase was the result of
cash provided by operating activities of $8.9 million, cash used in investing activities of $7.8 million, cash used in financing activities of $422,000, and a positive exchange rate effect of $474,000.

Our working capital (by which we mean total current assets less total current liabilities) increased by $8.9 million from $27.5 million
at December 31, 2010, to $36.4 million at March 31, 2011.

Total net trade accounts receivable, including
amounts due from related parties, decreased 13% to $34.8 million at March 31, 2011 from $40.1 million at December 31, 2010, due primarily to the seasonality of the liquid feed supplement business, which is predominately driven by
cattle feeding and typically stronger in the fall and winter months (feed season) because cattle are fed grasses during the spring and summer months.

Total accrued expenses and other current liabilities decreased 41% to $19.1 million at March 31, 2011 from $32.3 million at December 31, 2010, due primarily to the issuance of Series A
Convertible Preferred Stock in satisfaction of all outstanding accrued dividends through December 31, 2010 that totaled $6.8 million, payments made during the first quarter of 2011 relating to employee bonuses, and a decrease in goods received
and not yet invoiced as a result of the seasonality of the liquid feed business.

Sources

Our capital requirements have been financed primarily with cash flows from operations, periodically supplemented by borrowings from our
credit facilities. At March 31, 2011, we had $111.5 million of borrowing capacity available under our $200 million bank revolving credit facility.

Our internal sources of liquidity generally include our cash balances, our cash equivalents (which are readily convertible to cash), and our current cash flows from operations. Our external sources of
liquidity include our bank revolving credit facility. Our available sources of liquidity include the balance still available to be drawn down under the credit facility.

Uses

We used cash to fund ongoing operations, including paying for
purchases of raw materials, leases of land and equipment, and payroll; to fund capital expenditures for maintenance, expansions, and acquisitions; to pay debt service and taxes; and to repurchase shares of our Class A common stock.

Trends

The cash flows from operations of the bulk liquid storage and liquid feed supplements businesses have been positive for each 12 month
fiscal year for the last 3 years. We expect cash flows from operations to be positive for the next twelve months as a whole. We also note that the capital expenditures of our two businesses for expansion and acquisitions are likely to increase,
consistent with our growth strategy.

Our businesses have not been severely affected by the global recession, although it
appears to have reduced some of our customers demand for our products and services. Recent order activity has been relatively stable.

Cash Flows

Operating Activities

Our net cash provided by operating activities for the first quarter 2011 was $8.9 million, whereas in the first quarter of 2010, operating activities used net cash of $2.8 million. This increase in
operating cash flow compared to the first quarter of 2010 is largely due to the Company making significant payments to the ED&F Man group in the first quarter of 2010 for related party payables outstanding, mainly for molasses purchases.



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Cash provided by operating activities was generated primarily from bulk liquid storage
rentals, throughput fees, and ancillary service fees and sales of liquid feed supplements. Cash was used in operating activities mainly for costs of raw materials, maintenance expenses, payroll costs, utilities, professional services, interest, and
taxes.

Investing Activities

Our investing activities resulted in net cash used of $7.8 million for the first quarter of 2011, compared to net cash used of $3.9 million for the comparable period in 2010. The change is due
to increased capital expenditures, primarily in our bulk liquid storage segment in the United States. Historically, cash used in our investing activities has primarily been spent on acquisitions of businesses and on expansion of our existing
facilities.

Financing Activities

Our financing activities resulted in net cash used of $422,000 for the first quarter of 2011, compared to cash provided of $3.1 million for the comparable period in 2010. The difference between the
periods is primarily due to payments we made to repurchase shares of our Class A common stock in the first quarter of 2011 of $407,000 and net proceeds we received from borrowings under our credit facility of $3.2 million in the first quarter
of 2010. In the first quarter of 2011, were able to repay all additional proceeds drawn from our credit facility during the quarter through cash flows generated by operating activities.

Effect of Exchange Rate Changes on Cash and Cash Equivalents

During the first quarter of 2011, the effect of exchange rate changes increased our cash and cash equivalents by $474,000, primarily due
to the weakening of the U.S. dollar against the Euro, Pound Sterling, and Canadian Dollar during this period. By contrast, during the first quarter of 2010, the effect of exchange rate changes decreased our cash and cash equivalents by $379,000
primarily due to the strengthening of the U.S. dollar against the Euro and Pound Sterling.

Future Cash Flows

This section consists almost entirely of forward-looking statements. Important factors that could cause our actual results to differ
materially from the statements in this section include changes in the expected profitability of one or both of our businesses, changes in the amount or timing of our expected investments, or changes in the amount or timing of our expected draws
under our credit facility.

Sources

We expect our principal sources of liquidity in 2011 to be our cash from operations and our credit facility, as to which the available borrowing capacity on March 31, 2011 was $111.5 million. We
expect our cash flow from operating activities to be positive for the remainder of the year and for the next twelve months as a whole. As cash flow from operations is a key source of liquidity for us, further decreases in demand for our products or
services would reduce the availability of funds, especially any further decrease in demand for bulk liquid storage services by the ED&F Man group, our largest customer.

Uses

We expect to pay operating expenses, maintenance capital expenses,
interest payments, and tax payments, as well as expansion and acquisition capital expenditures, discretionary debt principal payments, and payments for repurchases of Class A common stock.

As part of our operating expenses, we expect to continue to make significant purchases of raw materials for our liquid feed supplements
business. We and the ED&F Man group have a long-term molasses supply agreement, pursuant to which the ED&F Man group is expected to continue to be our primary supplier of cane molasses. The initial term of the agreement runs until
May 28, 2019, after which the agreement provides for automatic renewals for successive one-year periods unless either party gives notice of non-renewal. In September 2010, we entered into a one-year addendum to our molasses supply
agreement with the ED&F Man group to provide us with a more favorable pricing mechanism. Following September 2011, this addendum will either be renewed or the pricing of our molasses purchased from the ED&F Man group will be
determined in accordance with the original molasses supply agreement.

Also as part of operating expenses, we expect to
continue to make significant lease payments. We have long-term operating leases on 20 bulk liquid storage facilities and 12 liquid feed supplements processing and distribution facilities. Typically our leases extend beyond five years.

In the normal course of business, we make investments in the properties and facilities utilized by our bulk liquid storage and liquid
feed supplements businesses. As a result, at any given time, we have outstanding contracts with third parties reflecting long-term commitments for capital expenditures not yet incurred. At March 31, 2011, these commitments totaled $12.9
million.



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We currently have ongoing expansion projects for the construction of 8.4 million
gallons of new storage capacity and associated infrastructure at our Houston No. 1 terminal, the construction of 2.5 million gallons of new storage capacity at our Houston No. 2 terminal, and the construction of 4.2 million
gallons of new capacity and associated infrastructure at our Amsterdam, Netherlands terminal, with completion of all of these projects expected in the second half of 2011.

Any liquidity in excess of our operating expenses, planned capital expenditures, and payments for stock repurchases is expected to be utilized to repay part of our credit facility or to finance the
implementation of our growth strategy, which at this time is focused on expanding our bulk liquid storage business.

Short-term Adequacy

We believe that our current cash and cash equivalents, credit facility, and the cash flow we anticipate to generate from operating activities will provide us with sufficient liquidity to satisfy our
working capital needs, to make our planned capital expenditures, to make our anticipated stock repurchases, and to meet our commitments for the next 12 months. We do not expect that we will be in breach of any covenants relating to our outstanding
debt during this period.

We expect that our operating expenses, maintenance capital expenditures, interest payments, tax
payments, and stock repurchases will generally be funded by cash from operating activities during the remainder of 2011, for the year as a whole, and for the next twelve months as a whole.

We believe cash generated from operations, combined with our availability to draw on our current credit facility, will be sufficient to
fund our expansion and acquisition capital expenditures in 2011 and for the next twelve months as a whole. Our expansion and acquisition capital expenditures can generally be accelerated or scaled back depending on our liquidity.

Cash generated from operating activities can fluctuate depending on global economic conditions. If the availability of credit is
tightened due to economic conditions, this could affect the demand of some of our customers for our products and services. Nonetheless, we expect to have sufficient access to cash to complete our committed expansion projects in 2011.

Long-term Adequacy

Beyond the next twelve months, we expect that we will likely have the ability to generate sufficient liquidity and capital resources to meet our future cash requirements, including our debt obligations,
for the reasonably foreseeable future. We base our assessment of the sufficiency of our liquidity and capital resources on the following assumptions:

 our businesses should continue to generate significant operating cash flow on an annual basis;

 the ongoing maintenance capital expenditures associated with our businesses should be readily funded from their annual operating cash flow or available financing; and

 we expect to be able to refinance or extend maturing debt on terms that can be supported by the performance of our businesses.

General

We believe that our financing arrangements provide us with sufficient financial flexibility to fund our operations, debt service requirements, capital expenditure plans, and stock repurchase program. Our
ability to access additional debt or equity capital in the long-term depends on the availability of capital markets, our operating and financial performance, and pricing on commercially reasonable terms. From time-to-time, we review our long-term
financing and capital structure. As a result of our review, we may periodically explore alternatives to our current capital structure and financing, including the issuance of additional equity or long-term debt, refinancing our credit facility, and
other restructurings or financings. In addition, we may from time to time seek to repurchase a portion of our outstanding equity, including common stock and/or warrants, in open market purchases, privately negotiated transactions, or otherwise; and
we may also review our corporate dividend policy. These matters, if any, will depend on prevailing market conditions, contractual restrictions, government regulations, and other factors. The amount of these matters may be material and may involve
significant amounts of cash and/or financing availability.

Impact of New Accounting Standards

For a discussion of accounting standards, see Note 3 of Notes to Consolidated Financial Statements included in our 2010 Form 10-K and Note
3 of the Notes to the Condensed Consolidated Financial Statements in this quarterly report on Form 10-Q. Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a
material effect on the Companys financial statements.



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Other Factors Affecting Our Business and Financial Results

In addition to the matters discussed above, our business, financial condition and results of operations are affected by a number of other
factors. This quarterly report on Form 10-Q should be read in conjunction with the discussion in our 2010 Form 10-K (as updated on this Form 10-Q) regarding risk factors, including the factors described in the Factors that Affect Financial
Performance section of Item 7 and the Risk Factors section, Item 1A in our 2010 Form 10-K.



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

Our accumulated other comprehensive income as presented in our consolidated statements of stockholders equity includes unrealized gains and losses from foreign currency translation. The assets,
liabilities and results of operations of certain of our foreign subsidiaries are measured using their functional currency, which is the currency of the foreign economic environment in which they operate. Upon consolidating these subsidiaries, their
assets and liabilities are translated to U.S. dollars at currency exchange rates as of the balance sheet date, their revenue and expenses are translated at the weighted average currency exchange rate for the applicable reporting period, and their
stockholders equity accounts are translated at historical exchange rates during the applicable reporting periods. Gains or losses from translation of foreign subsidiaries are included in accumulated other comprehensive income.

Translation adjustments included in accumulated other comprehensive income for the three months ended March 31, 2011 were $5.4
million of unrealized gains primarily due to the weakening of the U.S. dollar against the Euro, Pound Sterling, and Canadian Dollar. This exchange rate change positively impacted the net assets used in our foreign operations and held in local
currencies, resulting in an increase in cumulative translation adjustments to a $5.7 million unrealized gain as of March 31, 2011, compared to a $231,000 unrealized gain as of December 31, 2010. We do not presently hedge against the risks
of foreign currency fluctuations but are continuing to evaluate the possible future use of foreign currency hedging strategies where we deem appropriate.

For more information regarding our exposure to certain market risks, see Quantitative and Qualitative Disclosures about Market Risk, in Part II, Item 7A of our 2010 Form 10-K. There
were no material changes to our market risk exposure during the first quarter of 2011.



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

Evaluation
of Disclosure Controls and Procedures

Based on managements evaluation (with the participation of our Chief Executive
Officer (CEO) and Chief Financial Officer (CFO)), as of the end of the period covered by this report, our CEO and CFO have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934, as amended (the Exchange Act)) are effective to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized
and reported within the time periods specified in Securities and Exchange Commission rules and forms and is accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate to
allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

During the first quarter of 2011, no change in our internal control over financial reporting occurred that materially affected, or is
reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

Because of inherent limitations, disclosure controls and procedures provide only reasonable, and not absolute, assurance
that their objectives are met.

PART IIOTHER INFORMATION



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

There
are no pending legal proceedings to which we are a party, or of which any of our property is the subject, or known by us to be contemplated by governmental authorities, that are material to us, our business, or our financial condition. Moreover, we
are not a party to any administrative or judicial proceeding arising under environmental laws or regulations to which a governmental entity is a party.



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

You should
carefully consider the risk factors set forth in the Risk Factors section, Item 1A, of our 2010 Form 10-K, which are hereby incorporated by reference, as well as the additional risk factor information appearing below in this section
and elsewhere in this report. These important factors may cause our actual results to differ materially from those indicated by our forward-looking statements, including those contained in this report. Please also see the section entitled
Forward-Looking Statements in the Managements Discussion and Analysis of Financial Condition and Results of Operations section of this quarterly report on Form 10-Q.



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There have been no material changes with respect to the risk factors set forth in our 2010
Form 10-K.

We note the following changes in certain of the historical information included in the risk factors set forth in
our 2010 Form 10-K:



| |  |  | The permitting process has been completed at our Amsterdam, Netherlands terminal expansion project, which will add nine stainless steel tanks totaling
approximately 4.2 million gallons of capacity in the aggregate. Completion of this project is expected in the latter half of 2011.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | As of May 6, 2011, there were 32,387,261 shares of Series A Convertible Preferred Stock issued and outstanding, leaving 612,739 available to be
issued.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | At May 6, 2011, there were outstanding publicly-traded warrants to purchase approximately 11.1 million shares of our Class A common
stock at $5.00 per share, which warrants are scheduled to expire on May 24, 2011. There has been no change in the number of outstanding founder warrants or the outstanding options issued to underwriters to purchase units since our 2010 Form
10-K.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | As of the close of business on May 6, 2011, there were approximately 14.2 million shares of our Class A common stock outstanding, at a
market price of $4.57 per share.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Approximately 12.8 million shares of our Series A Convertible Preferred Stock issued to Agman, a subsidiary of ED&F Man, and 1 million
shares of our Class A common stock issued to our sponsor Shermen WSC Holdings LLC are currently being held in escrow, to be released to their respective owners only upon our achievement of certain earnings or share price performance targets.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | As of May 6, 2011, ED&F Man and its affiliates own 47.1 % of our outstanding common stock (Class A and Class B common stock combined).
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------



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

Unregistered Sales of Equity Securities

In January 2011, we issued
1,229,932 shares of Series A Convertible Preferred Stock in the name of Agman Louisiana, Inc. (Agman), a subsidiary of ED&F Man, constituting satisfaction in full for the $6,764,626 of outstanding accrued but unpaid dividends on
Agmans shares of Series A Convertible Preferred Stock through December 31, 2010. Of these 1,229,932 shares, 744,845 were delivered to Agman and 485,087 were delivered to the escrow agent for deposit in the escrow account under the Stock
Escrow Agreement dated May 28, 2009 among the Company, Agman, Shermen WSC Holding LLC, and the escrow agent.

The
foregoing 1,229,932 shares were all issued in a private placement, not involving a public offering under the Securities Act of 1933, in accordance with a Waiver agreement between the Company and Agman dated December 14, 2010. We did not engage
in general solicitation or advertising with regard to the foregoing issuances of shares of Series A Convertible Preferred Stock and did not offer securities to the public in connection with the issuances.

The shares of Series A Convertible Preferred Stock issued to Agman pursuant to the Waiver agreement have the same rights and privileges
as the previously issued shares of Series A Convertible Preferred Stock, including the following terms of conversion. A holder of Series A Convertible Preferred Stock has the right, at any time and from time to time, to convert any or all of
that holders shares of Series A Convertible Preferred Stock into shares of our common stock. Shares of Series A Convertible Preferred Stock owned by persons unrelated to ED&F Man are convertible into shares of Class A common
stock, whereas shares of Series A Convertible Preferred Stock owned by ED&F Man or any of its affiliates are convertible into shares of Class B common stock. However, ED&F Man and its affiliates are unable to exercise such conversion
rights to the extent it would result in ED&F Man and its affiliates owning more than 49.5% of our outstanding common stock. The number of shares of common stock into which one share of the Series A Convertible Preferred Stock is convertible is
determined by dividing (a) $5.50 plus the amount of any dividends and distributions which have accrued before the applicable conversion date on such share, by (b) $5.50 (subject to adjustments for stock splits, subdivisions,
reclassifications, combinations, other distributions, certain repurchases of common stock, and business combinations).



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Repurchases of Equity Securities

The table below provides information on purchases made by the Company or any affiliated purchaser thereof during the indicated months of
shares of the Companys equity securities that were registered pursuant to section 12 of the Exchange Act.



|                  |  |                                                  |        |  |                                        |  |      |                                                                                          |  |  |                                                                                                                      |  |  |  |         | 
|----------------- |  | ------------------------------------------------ | ------ |  | -------------------------------------- |  | ---- | ---------------------------------------------------------------------------------------- |  |  | -------------------------------------------------------------------------------------------------------------------- |  |  |  | ------- | 
|Period            |  | (a) Total numberof shares orother unitspurchased |        |  | (b) Average pricepaid per shareor unit |  |      | (c) Total number ofshares orunits purchasedas part of
publiclyannounced plans orprograms |  |  | (d) Maximum number (orapproximate dollar value)of shares or unitsthat
may yet bepurchased under the plansor programs | 
|1-1-11 to 1-31-11 |  |                                                  | 40,059 |  |                                        |  | 4.08 |                                                                                          |  |  | 40,059                                                                                                               |  |  |  | 459,941 | 
|2-1-11 to 2-28-11 |  |                                                  | 22,718 |  |                                        |  | 4.18 |                                                                                          |  |  | 22,718                                                                                                               |  |  |  | 437,223 | 
|3-1-11 to 3-31-11 |  |                                                  | 33,845 |  |                                        |  | 4.29 |                                                                                          |  |  | 33,845                                                                                                               |  |  |  | 403,378 | 



|(1) | On December 15, 2010, we announced that our Board of Directors approved a stock repurchase program for our repurchase of up to 500,000 shares of our Class A
common stock.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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

We did not suffer any defaults with respect to indebtedness.

With respect to
dividend accruals, our certificate of incorporation provides that our Series A Convertible Preferred Stock ranks senior and prior to our common stock with respect to the payment of cash dividends, and that cash dividends in the amount of $0.0344 per
share of Series A Convertible Preferred Stock shall accrue on such stock on a quarterly basis, cumulatively, until May 28, 2016, whether or not earned or declared, and whether or not there are any profits, surplus, or other funds legally
available for the payment of dividends. On December 14, 2010, we entered into a Waiver agreement with Agman pursuant to which we issued, in three tranches earlier this year, additional shares of Series A Convertible Preferred Stock in
satisfaction of all cash dividends accrued through December 31, 2010, March 31, 2011, and May 1, 2011, thus eliminating the dividend accrual as of such dates. The total accrual of such cash dividends on our Series A Convertible
Preferred Stock on the date of filing this report, May 16, 2011, is $185,687.



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

See the
Exhibit Index following the Signature page, which index is hereby incorporated by reference.



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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.



WESTWAY GROUP, INC./s/ James B. Jenkins Name: James B. JenkinsTitle: Chief Executive Officer/s/ Thomas A. Masilla, Jr.Name: Thomas A. Masilla, Jr.Title: Chief Financial Officer


Dated:
May 16, 2011



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##### Table of Contents

EXHIBIT INDEX

The agreements and other documents that have been filed as exhibits to this Form 10-Q have been filed to provide investors with
information regarding their terms, but not to provide any other factual information about the Company. The representations and warranties and other provisions of the agreements allocate risks and establish rights and obligations among the parties
thereto, and should not be relied on by investors as statements of fact. Moreover, information concerning the subject matter of the representations, warranties, and other provisions may change after the date of the agreements, which subsequent
information may or may not be fully reflected in the Companys public disclosures.



|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|-------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit
Number |  | Exhibit Title                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|               | 
|3.1            |  | Amended and Restated Certificate of Incorporation, filed with the Secretary of State of the State of Delaware on May 28, 2009, as amended by that certain Certificate of
Amendment of Amended and Restated Certificate of Incorporation of Westway Group, Inc., filed with the Secretary of State of the State of Delaware on July 12, 2010 (incorporated by reference to Exhibit 3.1 of the Companys Quarterly Report
on Form 10-Q filed with the SEC on August 9, 2010)
|               | 
|3.2            |  | Amended and Restated By-laws, dated as of November 4, 2010 (incorporated by reference to Exhibit 3.2 of the Companys Quarterly Report on Form 10-Q filed with the SEC
on November 9, 2010)                                                                                                                                                                                                                                                                               
|               | 
|31.1           |  | Certification of Principal Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                                                                                                                   
|               | 
|31.2           |  | Certification of Principal Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                                                                                                                   
|               | 
|32.1           |  | Certification of Principal Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                                                                                                                   
|               | 
|32.2           |  | Certification of Principal Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                                                                                                                   



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