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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 September 30, 2010

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 000-52642





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         |  | x
|                        |  |                                                  | 
|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 November 8, 2010, 13,959,648 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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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                                                  |  |  | 5  | 
|Consolidated Statements of Cash Flows                                                            |  |  | 7  | 
|                                                                                                 | 
|Notes to Unaudited Quarterly Consolidated Financial Statements                                   |  |  | 9  | 
|1. Description of Business                                                                       |  |  | 9  | 
|2. Basis of Presentation                                                                         |  |  | 9  | 
|3. Adoption of Accounting Standards                                                              |  |  | 9  | 
|4. Acquisitions                                                                                  |  |  | 10 | 
|5. Earnings (Loss) Per Share                                                                     |  |  | 13 | 
|6. Business Segments                                                                             |  |  | 15 | 
|7. Share Based Compensation                                                                      |  |  | 17 | 
|8. Income Taxes                                                                                  |  |  | 17 | 
|9. Subsequent Events                                                                             |  |  | 17 | 
|                                                                                                 | 
|Item 
2. - Managements Discussion and Analysis of Financial Condition and Results of Operations |  |  | 19 | 
|                                                                                                 | 
|Forward-Looking Statements                                                                       |  |  | 19 | 
|Company Overview                                                                                 |  |  | 19 | 
|Understanding Our Financial Information                                                          |  |  | 19 | 
|Highlights of Third Quarter of 2010                                                              |  |  | 20 | 
|Critical Accounting Policies and Estimates                                                       |  |  | 20 | 
|Results of Operations  Actual vs. Actual                                                        |  |  | 21 | 
|Results of Operations  Actual vs. Pro Forma                                                     |  |  | 24 | 
|Liquidity and Capital Resources                                                                  |  |  | 29 | 
|Impact of New Accounting Standards                                                               |  |  | 32 | 
|Other Factors Affecting Our Business and Financial Results                                       |  |  | 32 | 
|                                                                                                 | 
|Item 3. - Quantitative and Qualitative Disclosures About Market Risk                             |  |  | 33 | 
|                                                                                                 | 
|Item 4. - Controls and Procedures                                                                |  |  | 33 | 
|                                                                                                 | 
|PART II. - OTHER INFORMATION                                                                     |  |  |    | 
|                                                                                                 | 
|Item 1. - Legal Proceedings                                                                      |  |  | 33 | 
|                                                                                                 | 
|Item 1A. - Risk Factors                                                                          |  |  | 33 | 
|                                                                                                 | 
|Item 2. - Unregistered Sales of Equity Securities and Use of Proceeds                            |  |  | 35 | 
|                                                                                                 | 
|Item 3. - Defaults Upon Senior Securities                                                        |  |  | 36 | 
|                                                                                                 | 
|Item 4. - Reserved                                                                               |  |  | 36 | 
|                                                                                                 | 
|Item 5. - Other Information                                                                      |  |  | 36 | 
|                                                                                                 | 
|Item 6. - Exhibits                                                                               |  |  | 38 | 
|                                                                                                 | 
|SIGNATURES                                                                                       |  |  | 39 | 
|                                                                                                 | 
|EXHIBIT INDEX                                                                                    |  |  | 40 | 



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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 or Westway Group, Inc. 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;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the acquired business or predecessor means the bulk liquid storage and liquid feed supplements businesses, prior to
acquisition, that were acquired by the Company from the ED&F Man group in the business combination;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the business combination means the set of transactions consummated on May 28, 2009, by which the Company acquired the acquired
business;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | 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; and
| | - |  | -----------------------------------------------------------------------------



| |  |  | 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;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | In circumstances where we wish to stress that we are limiting the time period when we are referring to the Company, we have referred to the Company
before the business combination as Shermen WSC Acquisition Corp. or simply Shermen;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | 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                        |        
|                                                                                                                                                                                                                                                                                                                                                                                                                       |  | September 30,2010(unaudited) |         |   | December 31,2009 |  
|ASSETS                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                              |         |   |                  |   |         |  
|Current assets:                                                                                                                                                                                                                                                                                                                                                                                                        |  |                              |         |   |                  |   |         |  
|Cash and cash equivalents                                                                                                                                                                                                                                                                                                                                                                                              |  | $                            | 9,466   |   |                  | $ | 9,710   |  
|Trade accounts receivable from third parties, net                                                                                                                                                                                                                                                                                                                                                                      |  |                              | 29,643  |   |                  |   | 38,665  |  
|Trade accounts receivable from related parties                                                                                                                                                                                                                                                                                                                                                                         |  |                              | 3,251   |   |                  |   | 5,054   |  
|Inventories                                                                                                                                                                                                                                                                                                                                                                                                            |  |                              | 17,067  |   |                  |   | 20,407  |  
|Other current assets                                                                                                                                                                                                                                                                                                                                                                                                   |  |                              | 16,390  |   |                  |   | 9,681   |  
|                                                                                                                                                                                                                                                                                                                                                                                                                       |  |                              |         |   |                  |   |         |  
|Total current assets                                                                                                                                                                                                                                                                                                                                                                                                   |  |                              | 75,817  |   |                  |   | 83,517  |  
|Investment in unconsolidated subsidiary                                                                                                                                                                                                                                                                                                                                                                                |  |                              | 4,226   |   |                  |   | 4,368   |  
|Property, plant and equipment, net                                                                                                                                                                                                                                                                                                                                                                                     |  |                              | 315,838 |   |                  |   | 324,587 |  
|Goodwill                                                                                                                                                                                                                                                                                                                                                                                                               |  |                              | 91,257  |   |                  |   | 89,970  |  
|Other intangibles, net                                                                                                                                                                                                                                                                                                                                                                                                 |  |                              | 8,319   |   |                  |   | 5,954   |  
|Other non-current assets                                                                                                                                                                                                                                                                                                                                                                                               |  |                              | 3,220   |   |                  |   | 3,055   |  
|                                                                                                                                                                                                                                                                                                                                                                                                                       |  |                              |         |   |                  |   |         |  
|Total assets                                                                                                                                                                                                                                                                                                                                                                                                           |  | $                            | 498,677 |   |                  | $ | 511,451 |  
|                                                                                                                                                                                                                                                                                                                                                                                                                       |  |                              |         |   |                  |   |         |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                                                                                                                                                                                                                                                                   |  |                              |         |   |                  |   |         |  
|Current liabilities:                                                                                                                                                                                                                                                                                                                                                                                                   |  |                              |         |   |                  |   |         |  
|Trade accounts payable to third parties                                                                                                                                                                                                                                                                                                                                                                                |  | $                            | 6,477   |   |                  | $ | 6,658   |  
|Trade accounts payable to related parties                                                                                                                                                                                                                                                                                                                                                                              |  |                              | 9,195   |   |                  |   | 23,844  |  
|Accrued expenses and other current liabilities                                                                                                                                                                                                                                                                                                                                                                         |  |                              | 28,471  |   |                  |   | 28,847  |  
|                                                                                                                                                                                                                                                                                                                                                                                                                       |  |                              |         |   |                  |   |         |  
|Total current liabilities                                                                                                                                                                                                                                                                                                                                                                                              |  |                              | 44,143  |   |                  |   | 59,349  |  
|Borrowings under credit facilities                                                                                                                                                                                                                                                                                                                                                                                     |  |                              | 91,727  |   |                  |   | 91,633  |  
|Deferred income taxes                                                                                                                                                                                                                                                                                                                                                                                                  |  |                              | 69,342  |   |                  |   | 65,108  |  
|Other long-term liabilities                                                                                                                                                                                                                                                                                                                                                                                            |  |                              | 715     |   |                  |   |        |  
|                                                                                                                                                                                                                                                                                                                                                                                                                       |  |                              |         |   |                  |   |         |  
|Total liabilities                                                                                                                                                                                                                                                                                                                                                                                                      |  |                              | 205,927 |   |                  |   | 216,090 |  
|                                                                                                                                                                                                                                                                                                                                                                                                                       |  |                              |         |   |                  |   |         |  
|Stockholders equity:                                                                                                                                                                                                                                                                                                                                                                                                  |  |                              |         |   |                  |   |         |  
|Preferred stock;$0.0001 par value; 7,000,000 shares authorized; none issued at September 30, 2010 and
December 31, 2009                                                                                                                                                                                                                                                                                                |  |                              |        |   |                  |   |        |  
|Series A Convertible Preferred stock;$0.0001 par value; 33,000,000 authorized; 30,886,830 issued and outstanding at
September 30, 2010 and December 31, 2009                                                                                                                                                                                                                                                           |  |                              | 177,291 |   |                  |   | 177,291 |  
|Common Stock;$0.0001 par value; 235,000,000 shares authorized; 26,583,651 issued and outstanding at September 30,
2010 represented by 13,959,648 convertible Class A and 12,624,003 convertible Class B shares. (December 31, 2009: $.0001 par value; 235,000,000 shares authorized; 26,561,766 shares issued and outstanding represented by 13,940,833 convertible
Class A and 12,624,003 convertible Class B shares) |  |                              | 3       |   |                  |   | 3       |  
|Additional paid-in capital                                                                                                                                                                                                                                                                                                                                                                                             |  |                              | 130,963 |   |                  |   | 133,456 |  
|Accumulated other comprehensive income                                                                                                                                                                                                                                                                                                                                                                                 |  |                              | 1,691   |   |                  |   | 2,397   |  
|Retained earnings (accumulated deficit)                                                                                                                                                                                                                                                                                                                                                                                |  |                              | (3,912  | ) |                  |   | (4,284  | )
|Treasury stock at cost  2,335,569 shares (December 31, 2009: 2,352,569 shares)                                                                                                                                                                                                                                                                                                                                        |  |                              | (14,013 | ) |                  |   | (14,115 | )
|                                                                                                                                                                                                                                                                                                                                                                                                                       |  |                              |         |   |                  |   |         |  
|Total Westway Group, Inc. stockholders equity                                                                                                                                                                                                                                                                                                                                                                         |  |                              | 292,023 |   |                  |   | 294,748 |  
|Non-controlling interest                                                                                                                                                                                                                                                                                                                                                                                               |  |                              | 727     |   |                  |   | 613     |  
|                                                                                                                                                                                                                                                                                                                                                                                                                       |  |                              |         |   |                  |   |         |  
|Total stockholders equity                                                                                                                                                                                                                                                                                                                                                                                             |  |                              | 292,750 |   |                  |   | 295,361 |  
|                                                                                                                                                                                                                                                                                                                                                                                                                       |  |                              |         |   |                  |   |         |  
|Total liabilities and stockholders equity                                                                                                                                                                                                                                                                                                                                                                             |  | $                            | 498,677 |   |                  | $ | 511,451 |  
|                                                                                                                                                                                                                                                                                                                                                                                                                       |  |                              |         |   |                  |   |         |  

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 endedSeptember 30, |            |   | Nine months endedSeptember 30, |  
|                                                                                                               |  | 2010                            |            |   | 2009                           |   |            | 2010 |  |   | 2009 (1)   |  
|Net revenue                                                                                                    |  |                                 |            |   |                                |   |            |      |  |   |            |   |  |   |            |  
|Bulk liquid storage                                                                                            |  | $                               | 18,234     |   |                                | $ | 14,073     |      |  | $ | 56,676     |   |  | $ | 19,282     |  
|Liquid feed supplements                                                                                        |  |                                 | 56,167     |   |                                |   | 60,544     |      |  |   | 180,377    |   |  |   | 81,658     |  
|Related parties                                                                                                |  |                                 | 2,886      |   |                                |   | 3,660      |      |  |   | 9,319      |   |  |   | 4,616      |  
|                                                                                                               |  |                                 |            |   |                                |   |            |      |  |   |            |   |  |   |            |  
|Total net revenue                                                                                              |  |                                 | 77,287     |   |                                |   | 78,277     |      |  |   | 246,372    |   |  |   | 105,556    |  
|Costs of sales  liquid feed supplements                                                                       |  |                                 |            |   |                                |   |            |      |  |   |            |   |  |   |            |  
|Third parties                                                                                                  |  |                                 | 30,704     |   |                                |   | 30,629     |      |  |   | 97,126     |   |  |   | 41,680     |  
|Related parties                                                                                                |  |                                 | 15,375     |   |                                |   | 18,795     |      |  |   | 50,668     |   |  |   | 25,492     |  
|                                                                                                               |  |                                 |            |   |                                |   |            |      |  |   |            |   |  |   |            |  
|Total costs of sales  liquid feed supplements                                                                 |  |                                 | 46,079     |   |                                |   | 49,424     |      |  |   | 147,794    |   |  |   | 67,172     |  
|Other operating costs and expenses                                                                             |  |                                 | 13,064     |   |                                |   | 11,782     |      |  |   | 41,913     |   |  |   | 16,336     |  
|Depreciation                                                                                                   |  |                                 | 6,123      |   |                                |   | 3,985      |      |  |   | 19,401     |   |  |   | 5,243      |  
|Selling, general and administrative expenses                                                                   |  |                                 | 9,674      |   |                                |   | 7,188      |      |  |   | 26,544     |   |  |   | 9,952      |  
|Business combination expenses                                                                                  |  |                                 |           |   |                                |   |           |      |  |   |           |   |  |   | 13,697     |  
|Founder warrant expense                                                                                        |  |                                 |           |   |                                |   |           |      |  |   | 1,381      |   |  |   |           |  
|                                                                                                               |  |                                 |            |   |                                |   |            |      |  |   |            |   |  |   |            |  
|Total operating expenses                                                                                       |  |                                 | 74,940     |   |                                |   | 72,379     |      |  |   | 237,033    |   |  |   | 112,400    |  
|                                                                                                               |  |                                 |            |   |                                |   |            |      |  |   |            |   |  |   |            |  
|Operating income (loss)                                                                                        |  |                                 | 2,347      |   |                                |   | 5,898      |      |  |   | 9,339      |   |  |   | (6,844     | )
|                                                                                                               |  |                                 |            |   |                                |   |            |      |  |   |            |   |  |   |            |  
|Other expense                                                                                                  |  |                                 |            |   |                                |   |            |      |  |   |            |   |  |   |            |  
|Interest, net                                                                                                  |  |                                 | (1,333     | ) |                                |   | (462       | )    |  |   | (3,864     | ) |  |   | (627       | )
|Loss on disposal of property, plant & equipment                                                                |  |                                 | (383       | ) |                                |   | (40        | )    |  |   | (383       | ) |  |   | (40        | )
|                                                                                                               |  |                                 |            |   |                                |   |            |      |  |   |            |   |  |   |            |  
|Total other expense                                                                                            |  |                                 | (1,716     | ) |                                |   | (502       | )    |  |   | (4,247     | ) |  |   | (667       | )
|Income (loss) before income tax benefit (provision) and equity in earnings (loss) of unconsolidated
subsidiary |  |                                 | 631        |   |                                |   | 5,396      |      |  |   | 5,092      |   |  |   | (7,511     | )
|Income tax benefit/(provision)                                                                                 |  |                                 | 366        |   |                                |   | (1,312     | )    |  |   | (1,003     | ) |  |   | 1,981      |  
|Equity in earnings (loss) of unconsolidated subsidiary, net                                                    |  |                                 | (109       | ) |                                |   | 3          |      |  |   | (319       | ) |  |   | 9          |  
|                                                                                                               |  |                                 |            |   |                                |   |            |      |  |   |            |   |  |   |            |  
|Net income (loss)                                                                                              |  |                                 | 888        |   |                                |   | 4,087      |      |  |   | 3,770      |   |  |   | (5,521     | )
|                                                                                                               |  |                                 |            |   |                                |   |            |      |  |   |            |   |  |   |            |  
|Net income attributable to non-controlling interest                                                            |  |                                 | 3          |   |                                |   | 59         |      |  |   | 15         |   |  |   | 78         |  
|                                                                                                               |  |                                 |            |   |                                |   |            |      |  |   |            |   |  |   |            |  
|Net income (loss) attributable to Westway Group, Inc.                                                          |  |                                 | 891        |   |                                |   | 4,146      |      |  |   | 3,785      |   |  |   | (5,443     | )
|Preferred dividends accrued                                                                                    |  |                                 | (1,062     | ) |                                |   | (1,062     | )    |  |   | (3,187     | ) |  |   | (1,452     | )
|                                                                                                               |  |                                 |            |   |                                |   |            |      |  |   |            |   |  |   |            |  
|Net income (loss) applicable to common stockholders                                                            |  | $                               | (171       | ) |                                | $ | 3,084      |      |  | $ | 598        |   |  | $ | (6,895     | )
|                                                                                                               |  |                                 |            |   |                                |   |            |      |  |   |            |   |  |   |            |  
|Weighted average number of common shares equivalent outstanding:                                               |  |                                 |            |   |                                |   |            |      |  |   |            |   |  |   |            |  
|Basic                                                                                                          |  |                                 | 26,627,827 |   |                                |   | 57,376,045 |      |  |   | 57,479,347 |   |  |   | 22,733,765 |  
|Diluted                                                                                                        |  |                                 | 26,627,827 |   |                                |   | 57,376,045 |      |  |   | 58,069,991 |   |  |   | 22,733,765 |  
|Net income (loss) per share of common stock:                                                                   |  |                                 |            |   |                                |   |            |      |  |   |            |   |  |   |            |  
|Basic                                                                                                          |  | $                               | (0.01      | ) |                                | $ | 0.05       |      |  | $ | 0.01       |   |  | $ | (0.30      | )
|Diluted                                                                                                        |  | $                               | (0.01      | ) |                                | $ | 0.05       |      |  | $ | 0.01       |   |  | $ | (0.30      | )
|Basic and diluted earnings per share attributable to Series A Convertible Preferred Stock                      |  |                                 |           |   |                                | $ | 0.05       |      |  | $ | 0.01       |   |  |   |           |  
|Basic and diluted earnings per share attributable to common shares                                             |  |                                 |           |   |                                | $ | 0.05       |      |  | $ | 0.01       |   |  |   |           |  
|Series A Convertible Preferred Stock weighted average shares outstanding, basic and diluted                    |  |                                 |           |   |                                |   | 30,886,830 |      |  |   | 30,886,830 |   |  |   |           |  
|Common share weighted average shares outstanding, basic                                                        |  |                                 |           |   |                                |   | 26,489,215 |      |  |   | 26,592,517 |   |  |   |           |  
|Common share weighted average shares outstanding, diluted                                                      |  |                                 |           |   |                                |   | 57,376,045 |      |  |   | 58,069,991 |   |  |   |           |  



|(1) | The nine months ended September 30, 2009 includes only 125 days of acquired business operations.
|--- | ------------------------------------------------------------------------------------------------

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



3



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##### Table of Contents



WESTWAY GROUP, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands)

(unaudited)



|                                                        |  |                                                         |        |   |                             |   |        |                           |  |   |         |  
|------------------------------------------------------- |  | ------------------------------------------------------- | ------ | - | --------------------------- | - | ------ | ------------------------- |  | - | ------- | -
|                                                        |  | Predecessor Combined Carve-Out Statements of Operations |       
|                                                        |  | 28 Days ended     May 
28,                              |        |   | Three Months endedApril 30, |   |        | Six Months endedApril 30, | 
|                                                        |  | 2009 (1)                                                |        |   | 2009                        |   |        | 2009                      | 
|Net Revenue                                             |  |                                                         |        |   |                             |   |        |                           |  |   |         |  
|Liquid Supplements                                      |  | $                                                       | 18,788 |   |                             | $ | 66,471 |                           |  | $ | 153,469 |  
|Bulk Liquid Storage                                     |  |                                                         | 4,616  |   |                             |   | 15,871 |                           |  |   | 31,125  |  
|Related PartiesED&F Man                                |  |                                                         | 703    |   |                             |   | 1,934  |                           |  |   | 4,946   |  
|                                                        |  |                                                         |        |   |                             |   |        |                           |  |   |         |  
|Total Revenue                                           |  |                                                         | 24,107 |   |                             |   | 84,276 |                           |  |   | 189,540 |  
|Cost of Sales                                           |  |                                                         | 20,569 |   |                             |   | 70,163 |                           |  |   | 157,774 |  
|                                                        |  |                                                         |        |   |                             |   |        |                           |  |   |         |  
|Gross Profit                                            |  |                                                         | 3,538  |   |                             |   | 14,113 |                           |  |   | 31,766  |  
|                                                        |  |                                                         |        |   |                             |   |        |                           |  |   |         |  
|Selling, General and Administrative Expenses            |  |                                                         | 1,845  |   |                             |   | 6,360  |                           |  |   | 13,952  |  
|                                                        |  |                                                         |        |   |                             |   |        |                           |  |   |         |  
|Income from Operations                                  |  |                                                         | 1,693  |   |                             |   | 7,753  |                           |  |   | 17,814  |  
|(Expense)/Income from Investments                       |  |                                                         | (37    | ) |                             |   | (182   | )                         |  |   | (211    | )
|(Loss)/Gain on Disposals of Property, Plant & Equipment |  |                                                         |       |   |                             |   | (1     | )                         |  |   | (5      | )
|                                                        |  |                                                         |        |   |                             |   |        |                           |  |   |         |  
|Total Non-Operating                                     |  |                                                         |        |   |                             |   |        |                           |  |   |         |  
|(Expense)/Income                                        |  |                                                         | (37    | ) |                             |   | (183   | )                         |  |   | (216    | )
|                                                        |  |                                                         |        |   |                             |   |        |                           |  |   |         |  
|Income before Taxes                                     |  |                                                         | 1,656  |   |                             |   | 7,570  |                           |  |   | 17,598  |  
|Income Tax Expense                                      |  |                                                         | (635   | ) |                             |   | (2,640 | )                         |  |   | (5,204  | )
|Minority Interest                                       |  |                                                         | 19     |   |                             |   | (17    | )                         |  |   | (43     | )
|                                                        |  |                                                         |        |   |                             |   |        |                           |  |   |         |  
|Net Income                                              |  | $                                                       | 1,040  |   |                             | $ | 4,913  |                           |  | $ | 12,351  |  
|                                                        |  |                                                         |        |   |                             |   |        |                           |  |   |         |  



|(1) | Operations as predecessor ceased on May 28, 2009.
|--- | -------------------------------------------------

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



4



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##### Table of Contents



WESTWAY GROUP, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (Unaudited)

(in
thousands, except per share data)



|                                                                                                           |                 |                                          |        |             |                     |   |                 |                     |  |             |                           |   |                 |                                      |    |             |                                     |  |        |                              |  |                 |                                             |  |         |                         |         |   |                           |   |        |   |  |   |       |  |  |  |       |   |  |   |         |   |  |   |         |   |  |   |       |  |  |   |         |  
|---------------------------------------------------------------------------------------------------------- | --------------- | ---------------------------------------- | ------ | ----------- | ------------------- | - | --------------- | ------------------- |  | ----------- | ------------------------- | - | --------------- | ------------------------------------ | -- | ----------- | ----------------------------------- |  | ------ | ---------------------------- |  | --------------- | ------------------------------------------- |  | ------- | ----------------------- | ------- | - | ------------------------- | - | ------ | - |  | - | ----- |  |  |  | ----- | - |  | - | ------- | - |  | - | ------- | - |  | - | ----- |  |  | - | ------- | -
|                                                                                                           |                 | 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, 2008                                                                                 |                 |                                          |       |             |                     | $ |                |                     |  |             | 28,750                    |   |                 | $                                    | 3  |             |                                     |  |       |                              |  | $               |                                            |  |         | $                       | 78,941  |   |                           | $ | 1,568  |   |  | $ |      |  |  |  |      |   |  | $ |        |   |  | $ | 80,512  |   |  | $ |      |  |  | $ | 80,512  |  
|Cancellation of shares following exercise of conversion rights                                             |                 |                                          |        |             |                     |   |                 |                     |  |             | (9,190                    | ) |                 |                                      | (1 | )           |                                     |  |        |                              |  |                 |                                             |  |         |                         | (338    | ) |                           |   |        |   |  |   |       |  |  |  |       |   |  |   |         |   |  |   | (339    | ) |  |   |       |  |  |   | (339    | )
|Repurchase of shares at $6.00 per share                                                                    |                 |                                          |        |             |                     |   |                 |                     |  |             | (2,514                    | ) |                 |                                      |    |             |                                     |  |        |                              |  |                 |                                             |  |         |                         |         |   |                           |   |        |   |  |   |       |  |  |  | 2,514 |   |  |   | (15,086 | ) |  |   | (15,086 | ) |  |   |       |  |  |   | (15,086 | )
|Cancellation of shares previously held by sponsor                                                          |                 |                                          |        |             |                     |   |                 |                     |  |             | (3,267                    | ) |                 |                                      |    |             |                                     |  |        |                              |  |                 |                                             |  |         |                         |         |   |                           |   |        |   |  |   |       |  |  |  |       |   |  |   |         |   |  |   |        |   |  |   |       |  |  |   |        |  
|Issuance of shares at $5.00 per share                                                                      |                 |                                          |        |             |                     |   |                 |                     |  |             |                           |   |                 |                                      |    |             |                                     |  | 12,624 |                              |  |                 | 1                                           |  |         |                         | 63,119  |   |                           |   |        |   |  |   |       |  |  |  |       |   |  |   |         |   |  |   | 63,120  |   |  |   |       |  |  |   | 63,120  |  
|Convertible preferred shares issued at $5.74 per share                                                     |                 |                                          | 18,705 |             |                     |   | 107,367         |                     |  |             |                           |   |                 |                                      |    |             |                                     |  |        |                              |  |                 |                                             |  |         |                         |         |   |                           |   |        |   |  |   |       |  |  |  |       |   |  |   |         |   |  |   | 107,367 |   |  |   |       |  |  |   | 107,367 |  
|Deferred convertible preferred shares issued at $5.74 per share                                            |                 |                                          | 12,182 |             |                     |   | 69,924          |                     |  |             |                           |   |                 |                                      |    |             |                                     |  |        |                              |  |                 |                                             |  |         |                         |         |   |                           |   |        |   |  |   |       |  |  |  |       |   |  |   |         |   |  |   | 69,924  |   |  |   |       |  |  |   | 69,924  |  
|Cash dividends declared and paid, $1.00 per class A common share                                           |                 |                                          |        |             |                     |   |                 |                     |  |             |                           |   |                 |                                      |    |             |                                     |  |        |                              |  |                 |                                             |  |         |                         | (11,382 | ) |                           |   |        |   |  |   |       |  |  |  |       |   |  |   |         |   |  |   | (11,382 | ) |  |   |       |  |  |   | (11,382 | )
|Convertible preferred dividend accrued                                                                     |                 |                                          |        |             |                     |   |                 |                     |  |             |                           |   |                 |                                      |    |             |                                     |  |        |                              |  |                 |                                             |  |         |                         |         |   |                           |   | (1,452 | ) |  |   |       |  |  |  |       |   |  |   |         |   |  |   | (1,452  | ) |  |   |       |  |  |   | (1,452  | )
|Reversal of accretion of trust account relating to common stock subject to possible redemption, net of tax |                 |                                          |        |             |                     |   |                 |                     |  |             |                           |   |                 |                                      |    |             |                                     |  |        |                              |  |                 |                                             |  |         |                         |         |   |                           |   | 323    |   |  |   |       |  |  |  |       |   |  |   |         |   |  |   | 323     |   |  |   |       |  |  |   | 323     |  
|Reversal of previously accrued underwriters discount and offering costs related to public offering        |                 |                                          |        |             |                     |   |                 |                     |  |             |                           |   |                 |                                      |    |             |                                     |  |        |                              |  |                 |                                             |  |         |                         | 3,312   |   |                           |   |        |   |  |   |       |  |  |  |       |   |  |   |         |   |  |   | 3,312   |   |  |   |       |  |  |   | 3,312   |  
|Issuance of common shares ranging from $4.17 to $5.00 per share from treasury                              |                 |                                          |        |             |                     |   |                 |                     |  |             | 159                       |   |                 |                                      |    |             |                                     |  |        |                              |  |                 |                                             |  |         |                         | (191    | ) |                           |   |        |   |  |   |       |  |  |  | (159  | ) |  |   | 952     |   |  |   | 761     |   |  |   |       |  |  |   | 761     |  
|Non-controlling interest                                                                                   |                 |                                          |        |             |                     |   |                 |                     |  |             |                           |   |                 |                                      |    |             |                                     |  |        |                              |  |                 |                                             |  |         |                         |         |   |                           |   |        |   |  |   |       |  |  |  |       |   |  |   |         |   |  |   |         |   |  |   | 1,003 |  |  |   | 1,003   |  
|Comprehensive income (loss)                                                                                |                 |                                          |        |             |                     |   |                 |                     |  |             |                           |   |                 |                                      |    |             |                                     |  |        |                              |  |                 |                                             |  |         |                         |         |   |                           |   |        |   |  |   |       |  |  |  |       |   |  |   |         |   |  |   |         |   |  |   |       |  |  |   |         |  
|Net (loss) income                                                                                          |                 |                                          |        |             |                     |   |                 |                     |  |             |                           |   |                 |                                      |    |             |                                     |  |        |                              |  |                 |                                             |  |         |                         |         |   |                           |   | (5,443 | ) |  |   |       |  |  |  |       |   |  |   |         |   |  |   | (5,443  | ) |  |   |       |  |  |   | (5,443  | )
|Other Comprehensive income:                                                                                |                 |                                          |        |             |                     |   |                 |                     |  |             |                           |   |                 |                                      |    |             |                                     |  |        |                              |  |                 |                                             |  |         |                         |         |   |                           |   |        |   |  |   |       |  |  |  |       |   |  |   |         |   |  |   |         |   |  |   |       |  |  |   |         |  
|Foreign currency translation                                                                               |                 |                                          |        |             |                     |   |                 |                     |  |             |                           |   |                 |                                      |    |             |                                     |  |        |                              |  |                 |                                             |  |         |                         |         |   |                           |   |        |   |  |   | 1,974 |  |  |  |       |   |  |   |         |   |  |   | 1,974   |   |  |   |       |  |  |   | 1,974   |  
|Other Comprehensive income                                                                                 |                 |                                          |        |             |                     |   |                 |                     |  |             |                           |   |                 |                                      |    |             |                                     |  |        |                              |  |                 |                                             |  |         |                         |         |   |                           |   |        |   |  |   |       |  |  |  |       |   |  |   |         |   |  |   |         |   |  |   |       |  |  |   |         |  
|Total comprehensive income                                                                                 |                 |                                          |        |             |                     |   |                 |                     |  |             |                           |   |                 |                                      |    |             |                                     |  |        |                              |  |                 |                                             |  |         |                         |         |   |                           |   |        |   |  |   |       |  |  |  |       |   |  |   |         |   |  |   |         |   |  |   |       |  |  |   |         |  
|                                                                                                           |                 |                                          |        |             |                     |   |                 |                     |  |             |                           |   |                 |                                      |    |             |                                     |  |        |                              |  |                 |                                             |  |         |                         |         |   |                           |   |        |   |  |   |       |  |  |  |       |   |  |   |         |   |  |   |         |   |  |   |       |  |  |   |         |  
|Balance, September 30, 2009                                                                                |                 |                                          | 30,887 |             |                     | $ | 177,291         |                     |  |             | 13,938                    |   |                 | $                                    | 2  |             |                                     |  | 12,624 |                              |  | $               | 1                                           |  |         | $                       | 133,461 |   |                           | $ | (5,004 | ) |  | $ | 1,974 |  |  |  | 2,355 |   |  | $ | (14,134 | ) |  | $ | 293,591 |   |  | $ | 1,003 |  |  | $ | 294,594 |  
|                                                                                                           |                 |                                          |        |             |                     |   |                 |                     |  |             |                           |   |                 |                                      |    |             |                                     |  |        |                              |  |                 |                                             |  |         |                         |         |   |                           |   |        |   |  |   |       |  |  |  |       |   |  |   |         |   |  |   |         |   |  |   |       |  |  |   |         |  



5



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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, 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 ranging from $3.62 to $4.50 per share from treasury          |                 |                                          |        |             |                     |   |                 |                     |  |             | 17                        |  |                 |                                      |   |             |                                     |  |        |                              |  |                 |                                             |  |         |                         |         |   |                           |   | (31    | ) |  |   |       |   |  |  | (17   | ) |  |   | 102     |   |  |   | 71      |   |  |   |     |   |  |   | 71      |  
|Reclassification of Additional Paid in Capital to Retained Earnings relating to Treasury stock |                 |                                          |        |             |                     |   |                 |                     |  |             |                           |  |                 |                                      |   |             |                                     |  |        |                              |  |                 |                                             |  |         |                         | 195     |   |                           |   | (195   | ) |  |   |       |   |  |  |       |   |  |   |         |   |  |   |        |   |  |   |     |   |  |   |        |  
|Restricted stock activity                                                                      |                 |                                          |        |             |                     |   |                 |                     |  |             |                           |  |                 |                                      |   |             |                                     |  |        |                              |  |                 |                                             |  |         |                         | 358     |   |                           |   |        |   |  |   |       |   |  |  |       |   |  |   |         |   |  |   | 358     |   |  |   |     |   |  |   | 358     |  
|Founder warrant extension                                                                      |                 |                                          |        |             |                     |   |                 |                     |  |             |                           |  |                 |                                      |   |             |                                     |  |        |                              |  |                 |                                             |  |         |                         | 1,381   |   |                           |   |        |   |  |   |       |   |  |  |       |   |  |   |         |   |  |   | 1,381   |   |  |   |     |   |  |   | 1,381   |  
|Warrant Tender                                                                                 |                 |                                          |        |             |                     |   |                 |                     |  |             | 2                         |  |                 |                                      |   |             |                                     |  |        |                              |  |                 |                                             |  |         |                         | (4,427  | ) |                           |   |        |   |  |   |       |   |  |  |       |   |  |   |         |   |  |   | (4,427  | ) |  |   |     |   |  |   | (4,427  | )
|Convertible preferred dividend accrued                                                         |                 |                                          |        |             |                     |   |                 |                     |  |             |                           |  |                 |                                      |   |             |                                     |  |        |                              |  |                 |                                             |  |         |                         |         |   |                           |   | (3,187 | ) |  |   |       |   |  |  |       |   |  |   |         |   |  |   | (3,187  | ) |  |   |     |   |  |   | (3,187  | )
|Non-controlling interest adjustment                                                            |                 |                                          |        |             |                     |   |                 |                     |  |             |                           |  |                 |                                      |   |             |                                     |  |        |                              |  |                 |                                             |  |         |                         |         |   |                           |   |        |   |  |   |       |   |  |  |       |   |  |   |         |   |  |   |         |   |  |   | 129 |   |  |   | 129     |  
|Comprehensive income                                                                           |                 |                                          |        |             |                     |   |                 |                     |  |             |                           |  |                 |                                      |   |             |                                     |  |        |                              |  |                 |                                             |  |         |                         |         |   |                           |   |        |   |  |   |       |   |  |  |       |   |  |   |         |   |  |   |         |   |  |   |     |   |  |   |         |  
|Net income                                                                                     |                 |                                          |        |             |                     |   |                 |                     |  |             |                           |  |                 |                                      |   |             |                                     |  |        |                              |  |                 |                                             |  |         |                         |         |   |                           |   | 3,785  |   |  |   |       |   |  |  |       |   |  |   |         |   |  |   | 3,785   |   |  |   | (15 | ) |  |   | 3,770   |  
|Othercomprehensiveincome:                                                                      |                 |                                          |        |             |                     |   |                 |                     |  |             |                           |  |                 |                                      |   |             |                                     |  |        |                              |  |                 |                                             |  |         |                         |         |   |                           |   |        |   |  |   |       |   |  |  |       |   |  |   |         |   |  |   |         |   |  |   |     |   |  |   |         |  
|Foreign currency translation                                                                   |                 |                                          |        |             |                     |   |                 |                     |  |             |                           |  |                 |                                      |   |             |                                     |  |        |                              |  |                 |                                             |  |         |                         |         |   |                           |   |        |   |  |   | (706  | ) |  |  |       |   |  |   |         |   |  |   | (706    | ) |  |   |     |   |  |   | (706    | )
|                                                                                               |                 |                                          |        |             |                     |   |                 |                     |  |             |                           |  |                 |                                      |   |             |                                     |  |        |                              |  |                 |                                             |  |         |                         |         |   |                           |   |        |   |  |   |       |   |  |  |       |   |  |   |         |   |  |   |         |   |  |   |     |   |  |   |         |  
|Othercomprehensive
income                                                                      |                 |                                          |        |             |                     |   |                 |                     |  |             |                           |  |                 |                                      |   |             |                                     |  |        |                              |  |                 |                                             |  |         |                         |         |   |                           |   |        |   |  |   | (706  | ) |  |  |       |   |  |   |         |   |  |   | (706    | ) |  |   |     |   |  |   | (706    | )
|                                                                                               |                 |                                          |        |             |                     |   |                 |                     |  |             |                           |  |                 |                                      |   |             |                                     |  |        |                              |  |                 |                                             |  |         |                         |         |   |                           |   |        |   |  |   |       |   |  |  |       |   |  |   |         |   |  |   |         |   |  |   |     |   |  |   |         |  
|Total comprehensive income                                                                     |                 |                                          |        |             |                     |   |                 |                     |  |             |                           |  |                 |                                      |   |             |                                     |  |        |                              |  |                 |                                             |  |         |                         |         |   |                           |   |        |   |  |   |       |   |  |  |       |   |  |   |         |   |  |   | 3,079   |   |  |   | (15 | ) |  |   | 3,064   |  
|                                                                                               |                 |                                          |        |             |                     |   |                 |                     |  |             |                           |  |                 |                                      |   |             |                                     |  |        |                              |  |                 |                                             |  |         |                         |         |   |                           |   |        |   |  |   |       |   |  |  |       |   |  |   |         |   |  |   |         |   |  |   |     |   |  |   |         |  
|Balance, September 30, 2010                                                                    |                 |                                          | 30,887 |             |                     | $ | 177,291         |                     |  |             | 13,960                    |  |                 | $                                    | 2 |             |                                     |  | 12,624 |                              |  | $               | 1                                           |  |         | $                       | 130,963 |   |                           | $ | (3,912 | ) |  | $ | 1,691 |   |  |  | 2,335 |   |  | $ | (14,013 | ) |  | $ | 292,023 |   |  | $ | 727 |   |  | $ | 292,750 |  
|                                                                                               |                 |                                          |        |             |                     |   |                 |                     |  |             |                           |  |                 |                                      |   |             |                                     |  |        |                              |  |                 |                                             |  |         |                         |         |   |                           |   |        |   |  |   |       |   |  |  |       |   |  |   |         |   |  |   |         |   |  |   |     |   |  |   |         |  

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



6



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##### Table of Contents



WESTWAY GROUP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)



|                                                                                     |  |                                |         |   |          |   |         |  
|------------------------------------------------------------------------------------ |  | ------------------------------ | ------- | - | -------- | - | ------- | -
|                                                                                     |  | Nine months
endedSeptember 30, |        
|                                                                                     |  | 2010                           |         |   | 2009 (1) |  
|Cash flows from operating activities:                                                |  |                                |         |   |          |   |         |  
|Net income (loss)                                                                    |  | $                              | 3,770   |   |          | $ | (5,521  | )
|Adjustments to reconcile net income (loss) to net cash used in operating activities: |  |                                |         |   |          |   |         |  
|Deferred income taxes                                                                |  |                                | 4,944   |   |          |   | (4,673  | )
|Provision for doubtful accounts receivable                                           |  |                                | 99      |   |          |   |        |  
|Depreciation, amortization, and depletion                                            |  |                                | 19,401  |   |          |   | 5,243   |  
|Amortization of deferred financing costs                                             |  |                                | 834     |   |          |   |        |  
|Equity in earnings (loss) in unconsolidated investments                              |  |                                | 456     |   |          |   | (13     | )
|Loss on disposal of plant & equipment                                                |  |                                | 383     |   |          |   | 40      |  
|Founder warrant expense                                                              |  |                                | 1,381   |   |          |   |        |  
|Stock compensation                                                                   |  |                                | 357     |   |          |   |        |  
|Changes in operating assets and liabilities:                                         |  |                                |        |   |          |   |        |  
|Accounts receivable                                                                  |  |                                | 10,726  |   |          |   | 8,731   |  
|Inventory                                                                            |  |                                | 3,340   |   |          |   | (1,069  | )
|Income taxes recoverable                                                             |  |                                | (5,140  | ) |          |   | (3,573  | )
|Prepaid expenses                                                                     |  |                                | (1,461  | ) |          |   | (6,416  | )
|Accounts payable                                                                     |  |                                | (15,322 | ) |          |   | 1,545   |  
|Accrued expenses and other current liabilities                                       |  |                                | (2,993  | ) |          |   | (370    | )
|Income tax payable                                                                   |  |                                | (253    | ) |          |   | 2,787   |  
|                                                                                     |  |                                |         |   |          |   |         |  
|Net cash provided by (used in) operating activities                                  |  |                                | 20,522  |   |          |   | (3,289  | )
|                                                                                     |  |                                |         |   |          |   |         |  
|                                                                                     |  |                               
|Cash flows from investing activities                                                 |  |                                |         |   |          |   |         |  
|Decrease in investments held in trust account                                        |  |                                |        |   |          |   | 138,446 |  
|Capital expenditures for property, plant and equipment, net of sales proceeds        |  |                                | (16,135 | ) |          |   | (15,165 | )
|Acquisition of business  Bulk liquid storage and liquid feed supplements            |  |                                |        |   |          |   | (99,959 | )
|                                                                                     |  |                                |         |   |          |   |         |  
|Net cash provided by (used in) investing activities                                  |  |                                | (16,135 | ) |          |   | 23,322  |  
|                                                                                     |  |                                |         |   |          |   |         |  
|                                                                                     |  |                               
|Cash flows from financing activities:                                                |  |                                |         |   |          |   |         |  
|Proceeds from credit facility                                                        |  |                                | 36,694  |   |          |   | 124,774 |  
|Payments on credit facility                                                          |  |                                | (36,600 | ) |          |   | (62,580 | )
|Purchase of treasury stock                                                           |  |                                |        |   |          |   | (15,086 | )
|Purchase of public warrants                                                          |  |                                | (4,427  | ) |          |   |        |  
|Cash dividends declared and paid                                                     |  |                                |        |   |          |   | (11,382 | )
|Redemption of redeemable common stock following exercise of conversion rights        |  |                                |        |   |          |   | (55,084 | )
|Payment of deferred financing costs                                                  |  |                                | (207    | ) |          |   |        |  
|                                                                                     |  |                                |         |   |          |   |         |  
|Net cash used in financing activities                                                |  |                                | (4,540  | ) |          |   | (19,358 | )
|                                                                                     |  |                                |         |   |          |   |         |  
|                                                                                     |  |                               
|Effects of exchange rate changes on cash and cash equivalents                        |  |                                | (91     | ) |          |   | 539     |  
|                                                                                     |  |                                |         |   |          |   |         |  
|Net increase (decrease) in cash and cash equivalents                                 |  |                                | (244    | ) |          |   | 1,214   |  
|Cash and cash equivalents, beginning of period                                       |  |                                | 9,710   |   |          |   | 190     |  
|                                                                                     |  |                                |         |   |          |   |         |  
|Cash and cash equivalents, end of period                                             |  | $                              | 9,466   |   |          | $ | 1,404   |  
|                                                                                     |  |                                |         |   |          |   |         |  
|Non-cash financing and investing activities:                                         |  |                                |         |   |          |   |         |  
|Preferred dividends accrued                                                          |  | $                              | 3,187   |   |          | $ | 1,452   |  
|Reduction in deferred underwriter liability                                          |  | $                              |        |   |          | $ | 3,312   |  
|Series A Convertible Preferred stock issued to ED&F Man for acquired business        |  | $                              |        |   |          | $ | 177,291 |  
|Class B common stock issued to ED&F Man for acquired business                        |  | $                              |        |   |          | $ | 63,120  |  
|Stock issued from treasury shares                                                    |  | $                              | 71      |   |          | $ | 761     |  



|(1) | Nine months ended September 30, 2009 includes only 125 days of acquired business operations.
|--- | --------------------------------------------------------------------------------------------

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



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##### Table of Contents



WESTWAY GROUP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)



|                                                                                  |  |                                                       |         |  
|--------------------------------------------------------------------------------- |  | ----------------------------------------------------- | ------- | -
|                                                                                  |  | Predecessor CombinedCarve-Out Statements ofCash Flows |        
|                                                                                  |  | Six months and28 days endedMay 28, 2009 (1)           |        
|Cash Flows From Operating Activities                                              |  |                                                       |         |  
|Net income                                                                        |  | $                                                     | 13,391  |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                                                       |         |  
|Depreciation                                                                      |  |                                                       | 8,501   |  
|Loss (gain) on disposals of property, plant and equipment                         |  |                                                       | 12      |  
|Expense (income) from investments                                                 |  |                                                       | 135     |  
|Increase (decrease) in deferred tax assets/liabilities                            |  |                                                       | 1,345   |  
|Increase (decrease) in minority interest                                          |  |                                                       | 5       |  
|Share based compensation expense                                                  |  |                                                       | 538     |  
|Changes in operating Assets and Liabilities:                                      |  |                                                       |         |  
|(Increase) decrease in accounts receivable                                        |  |                                                       | 2,467   |  
|(Increase) decrease in inventory                                                  |  |                                                       | 1,356   |  
|(Increase) decrease in prepaid and other                                          |  |                                                       | 1,367   |  
|Increase in income taxes recoverable                                              |  |                                                       | (2,892  | )
|(Decrease) increase in accounts payable                                           |  |                                                       | (7,613  | )
|(Decrease) increase in accrued expenses                                           |  |                                                       | (3,889  | )
|Increase in tax payable                                                           |  |                                                       | 528     |  
|Increase in other liabilities                                                     |  |                                                       | 553     |  
|                                                                                  |  |                                                       |         |  
|                                                                                  | 
|Net cash provided by operating activities                                         |  |                                                       | 15,804  |  
|                                                                                  |  |                                                       |         |  
|                                                                                  | 
|Cash flows from investing activities                                              |  |                                                       |         |  
|Capital expenditures in property, plant and equipment                             |  |                                                       | (31,944 | )
|Investments in joint ventures                                                     |  |                                                       | (397    | )
|Proceeds from disposals of property, plant and equipment                          |  |                                                       | 48      |  
|                                                                                  |  |                                                       |         |  
|                                                                                  | 
|Net cash used in investing activities                                             |  |                                                       | (32,293 | )
|                                                                                  |  |                                                       |         |  
|                                                                                  | 
|Cash flows from financing activities                                              |  |                                                       |         |  
|Change in ED&F Man Net Invested Capital                                           |  |                                                       | 16,489  |  
|Distribution to/(from) ED&F Man                                                   |  |                                                       |        |  
|                                                                                  |  |                                                       |         |  
|                                                                                  | 
|Net cash used in financing activities                                             |  |                                                       | 16,489  |  
|Net change in cash and cash equivalents                                           |  |                                                       |         |  
|Cash and cash equivalents at beginning of year                                    |  |                                                       |        |  
|Cash and cash equivalents at end of year                                          |  |                                                       |        |  
|                                                                                  |  |                                                       |         |  
|                                                                                  | 
|                                                                                  |  | $                                                     |        |  
|                                                                                  |  |                                                       |         |  



|(1) | Operations as predecessor ceased on May 28, 2009.
|---- | -------------------------------------------------

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



8



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##### Table of Contents



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 operates an extensive global network of 62 operating facilities providing approximately 350 million gallons of total bulk liquid storage
capacity and producing approximately 1.5 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, 2009.

The unaudited consolidated financial statements include the consolidated results of operations and the consolidated assets and
liabilities of the Company, including its wholly-owned and majority-owned subsidiaries. Pro forma unaudited consolidated financial information, reflecting the bulk liquid storage and feed supplements businesses acquired by us on May 28, 2009,
as if they had been acquired by us on January 1, 2009, is presented in Note 4. The businesses acquired from the ED&F Man group are deemed to be a predecessor to the Company. As a result, the combined carve-out financial
statement of operations and cash flows of the acquired business for operations prior to the acquisition on May 28, 2009 are presented. Our results of operations and cash flows on a consolidated basis subsequent to the acquisition of the
acquired business on May 28, 2009 are not comparative to the combined carve-out financial statements of the acquired business results of operations and cash flows prior to such acquisition (predecessor statements) principally
because the basis for the acquired assets and liabilities have been adjusted to fair value pursuant to U.S. GAAP in our financial statements and because the predecessor operations are reported on a different calendar.

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 the
acquisition of the acquired business, 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

In June 2009, the FASB issued Accounting Standards Update, Improvement to Financial Reporting by Enterprises Involved with Variable Interest Entities. This Statement amends previous
guidance to require the Company to perform an analysis of our existing investments to determine whether our variable interest or interests give us a controlling financial interest in a variable interest entity. The Company adopted this new standard
effective January 1, 2010 and it had no impact on the consolidated financial statements.



9



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##### Table of Contents



4. ACQUISITIONS

Bulk Liquid Storage and Liquid Feed Supplements Businesses

On
May 28, 2009, the Company completed the acquisition of the bulk liquid storage and liquid feed supplements businesses of the ED&F Man group by effecting mergers of the two principal subsidiaries of ED&F Man engaged in the bulk liquid
storage and liquid feed supplements businesses (Westway Terminal Company, Inc. and Westway Feed Products, Inc.) into two of the Companys wholly-owned subsidiaries (now named Westway Terminal Company LLC and Westway Feed Products LLC)
and by purchasing the equity interests of the other subsidiaries of ED&F Man engaged in the bulk liquid storage or liquid feed supplements businesses.

The acquisition was accounted for under the purchase method as required by U.S. GAAP with the Company as the accounting acquirer. At the closing of the business combination, the following consideration of
$345.2 million was paid by the Company:

Cash$103.0 million in cash was paid to ED&F Man, including a short
term promissory note in the aggregate principal amount of $2.7 million that was used in lieu of cash as consideration in respect of ED&F Man Korea Limited.

Common Stock12.6 million shares of the Companys newly issued Class B common stock, par value $.0001 per share, were issued to a subsidiary of ED&F Man as consideration. The
stock was valued at $5.00 per share, which was based on the closing price of a share of the Companys common stock on the OTC market on April 7, 2009 of $6.00 less a $1.00 special dividend per share to be paid to public shareholders
shortly after the closing of the business combination. The fair value of this consideration totaled $63.1 million.

Preferred Stock18.7 million shares of the Companys newly issued Series A Convertible Preferred Stock at a fair
value per share of $5.74, totaling $107.4 million, were issued to a subsidiary of ED&F Man as consideration. The fair value has been calculated using a market approach for the fair value of the preferred stock and an income approach to determine
the fair value of the future dividends.

Contingent considerationAs contingent consideration, 12.2 million
shares of Series A Convertible Preferred Stock at a fair value per share of $5.74, totaling $69.9 million were placed into escrow and will be released to a subsidiary of ED&F Man upon the achievement of certain earnings or share price targets.
The fair value has been calculated using a market approach for the fair value of the preferred stock and an income approach to determine the fair value of the future dividends.

Working capital and other adjustmentsThe consideration payable to ED&F Man was subject to post-closing adjustments
relating to targeted amounts for net indebtedness and net working capital. The net effect of these adjustments was an increase of $1.8 million in the purchase price. Working capital also included approximately $10 million of accounts receivable
related to the sale of the Canadian fish oil and molasses trading businesses that were transferred to the ED&F Man group prior to May 28, 2009.

In accordance with the purchase method of accounting, the purchase price paid was allocated to the assets acquired and liabilities assumed based upon their estimated fair values on the closing date of
May 28, 2009. In valuing acquired assets and assumed liabilities, fair values were based on but were not limited to Level 3 inputs determined by management based on various market, cost, and income analyses and recent asset appraisals. The
excess of the purchase price over the fair value of the net assets acquired has been recorded as goodwill.



10



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The Company finalized
the purchase price allocation in the second quarter of 2010. A summary of the final purchase price allocation as of May 28, 2009, is as follows:



|                                          |  |                |         |  
|----------------------------------------- |  | -------------- | ------- | -
|                                          |  | (in thousands) |        
|Cash                                      |  | $              | 103,000 |  
|Company common stock                      |  |                | 63,120  |  
|Company preferred stock                   |  |                | 107,367 |  
|Contingent consideration                  |  |                | 69,924  |  
|Working capital and other adjustments     |  |                | 1,756   |  
|                                          |  |                |         |  
|Total allocable purchase price            |  | $              | 345,167 |  
|                                          |  |                |         |  
|Accounts receivable                       |  |                | 38,243  |  
|Inventories                               |  |                | 20,197  |  
|Prepaid expenses and other current assets |  |                | 1,662   |  
|Goodwill                                  |  |                | 89,000  |  
|Tradename                                 |  |                | 7,836   |  
|Property, plant & equipment               |  |                | 286,469 |  
|Other non current assets                  |  |                | 8,657   |  
|Current liabilities                       |  |                | (41,278 | )
|Long term liabilities                     |  |                | (65,619 | )
|                                          |  |                |         |  
|Total final purchase price allocation     |  | $              | 345,167 |  
|                                          |  |                |         |  

Goodwill arising from the business combination was $89.0 million. The initial allocation of the purchase
price was based upon a preliminary valuation and our estimates and assumptions were subject to change within the purchase price allocation period (generally one year from the acquisition date) as prescribed by U.S. GAAP. The preliminary purchase
price allocation was adjusted in the second quarter of 2010 as a result of final analysis of the assets acquired, principally property, plant, and equipment, as well as liabilities assumed, principally asset retirement obligations and deferred
taxes. This analysis resulted in an increase to the preliminary allocation to goodwill of $1.3 million during the second quarter of 2010. The following significant adjustments during the second quarter of 2010 were the result of additional analysis
of these areas as of the time of the acquisition:

Property, Plant, and Equipment

The Company decreased the preliminary recorded fair values of property, plant, and equipment by $4.0 million due to the finalization of
certain tangible asset valuations. The nine month results as of September 30, 2010, include an adjustment of $1.2 million recorded in the second quarter of 2010 to depreciation expense reflecting the final allocation of the purchase price and
the final determination of acquired asset lives which adjustment was not significant.

Tradenames

The Company increased the preliminary fair value estimate for its liquid feed supplement business tradename by $1.9 million during the
second quarter of 2010 to a total fair value of $7.8 million based on the finalization of certain valuations.

Asset
Retirement Obligations

The Company identified asset retirement obligations with respect to certain leased properties that
existed as of the acquisition date totaling $645,000. This adjustment recorded during the second quarter of 2010 increased the fair value of the related acquired tangible assets.

Deferred Income Taxes

The Company decreased the preliminary recorded deferred income tax amount by $1.6 million during the second quarter of 2010 as a result of the requirement to recognize a deferred tax liability for the
difference between the assigned values and the tax basis of the assets acquired and liabilities assumed.

Working Capital
Adjustment

The Company finalized all post closing adjustments relating to net working capital payable to ED&F Man.
This resulted in an additional $608,000 balance recorded during the second quarter of 2010 due to ED&F Man for consideration paid.



11



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The actual results of
the Company for the three months ended September 30, 2010 compared to the actual results of the Company for the three and nine months ended September 30, 2010 are presented in the Companys consolidated statements of operations. The
following are pro forma (unaudited) consolidated statements of operations for the Company for the nine months ended September 30, 2009 as if the acquisition of the acquired business had occurred on January 1, 2009 compared to the actual
results of the Company for the nine months ended September 30, 2010 (in thousands, except for share data):



|                                                                                                |  |                                 |            |   |             |   |            |  
|----------------------------------------------------------------------------------------------- |  | ------------------------------- | ---------- | - | ----------- | - | ---------- | -
|                                                                                                |  | Nine months ended,September 30, |           
|                                                                                                |  | 2010                            |            |   | 2009        |  
|                                                                                                |  | (Actual)                        |            |   | (Pro Forma) |  
|Net revenue                                                                                     |  |                                 |            |   |             |   |            |  
|Bulk liquid storage                                                                             |  | $                               | 56,676     |   |             | $ | 42,546     |  
|Liquid feed supplements                                                                         |  |                                 | 180,377    |   |             |   | 202,802    |  
|Related parties                                                                                 |  |                                 | 9,319      |   |             |   | 10,029     |  
|                                                                                                |  |                                 |            |   |             |   |            |  
|Total net revenue                                                                               |  |                                 | 246,372    |   |             |   | 255,377    |  
|Costs of sales  liquid feed supplements                                                        |  |                                 |            |   |             |   |            |  
|Third parties                                                                                   |  |                                 | 97,126     |   |             |   | 111,518    |  
|Related parties                                                                                 |  |                                 | 50,668     |   |             |   | 56,152     |  
|                                                                                                |  |                                 |            |   |             |   |            |  
|Total costs of sales  liquid feed supplements                                                  |  |                                 | 147,794    |   |             |   | 167,670    |  
|Other operating costs and expenses                                                              |  |                                 | 41,913     |   |             |   | 38,848     |  
|Depreciation (3)                                                                                |  |                                 | 19,401     |   |             |   | 13,597     |  
|Selling, general and administrative expenses                                                    |  |                                 | 26,544     |   |             |   | 21,438     |  
|Founder warrant expense                                                                         |  |                                 | 1,381      |   |             |   |           |  
|                                                                                                |  |                                 |            |   |             |   |            |  
|Total operating expenses                                                                        |  |                                 | 237,033    |   |             |   | 241,553    |  
|                                                                                                |  |                                 |            |   |             |   |            |  
|Operating income                                                                                |  |                                 | 9,339      |   |             |   | 13,824     |  
|                                                                                                |  |                                 |            |   |             |   |            |  
|Other expenses                                                                                  |  |                                 |            |   |             |   |            |  
|Interest, net                                                                                   |  |                                 | (3,864     | ) |             |   | (2,527     | )
|Loss on disposal of property, plant & equipment                                                 |  |                                 | (383       | ) |             |   | (48        | )
|                                                                                                |  |                                 |            |   |             |   |            |  
|Total other expenses                                                                            |  |                                 | (4,247     | ) |             |   | (2,575     | )
|Income before income tax provision and equity in loss of unconsolidated subsidiary              |  |                                 | 5,092      |   |             |   | 11,249     |  
|Income tax provision                                                                            |  |                                 | (1,003     | ) |             |   | (3,393     | )
|Equity in loss of unconsolidated subsidiary, net                                                |  |                                 | (319       | ) |             |   | (243       | )
|                                                                                                |  |                                 |            |   |             |   |            |  
|Net income                                                                                      |  |                                 | 3,770      |   |             |   | 7,613      |  
|                                                                                                |  |                                 |            |   |             |   |            |  
|Net income attributable to non-controlling interest                                             |  |                                 | 15         |   |             |   | 85         |  
|                                                                                                |  |                                 |            |   |             |   |            |  
|Net income attributable to Westway Group, Inc.                                                  |  | $                               | 3,785      |   |             | $ | 7,698      |  
|                                                                                                |  |                                 |            |   |             |   |            |  
|Preferred dividends accrued                                                                     |  |                                 | (3,187     | ) |             |   | (3,187     | )
|                                                                                                |  |                                 |            |   |             |   |            |  
|Net income applicable to common stockholders                                                    |  | $                               | 598        |   |             | $ | 4,511      |  
|                                                                                                |  |                                 |            |   |             |   |            |  
|Weighted average number of common shares equivalent outstanding:                                |  |                                 |            |   |             |   |            |  
|Basic (1)                                                                                       |  |                                 | 57,479,347 |   |             |   | 57,448,566 |  
|Diluted (2)                                                                                     |  |                                 | 58,069,991 |   |             |   | 57,448,566 |  
|Earnings per share of common stock:                                                             |  |                                 |            |   |             |   |            |  
|Basic                                                                                           |  | $                               | 0.01       |   |             | $ | 0.08       |  
|Diluted                                                                                         |  | $                               | 0.01       |   |             | $ | 0.08       |  
|Basic and diluted earnings per share attributable to Series A Convertible                       |  |                                 |            |   |             |   |            |  
|Preferred Stock                                                                                 |  | $                               | 0.01       |   |             | $ | 0.08       |  
|Basic and diluted earnings per share attributable to common shares                              |  | $                               | 0.01       |   |             | $ | 0.08       |  
|Series A Convertible Preferred Stock weighted average shares outstanding, basic and diluted (1) |  |                                 | 30,886,830 |   |             |   | 30,886,830 |  
|Common share weighted average shares outstanding, basic                                         |  |                                 | 26,592,517 |   |             |   | 26,561,736 |  
|Common share weighted average shares outstanding, diluted                                       |  |                                 | 58,069,991 |   |             |   | 57,448,566 |  



|(1) | As the Series A Convertible Preferred Stock is considered a participating security, we have included these shares within the basic computation of earnings per share
under the two-class method.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



12



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|(2) | As the warrants were issued with exercise prices ranging from $5.00 to $6.25, they have not been included for actual or pro forma results of operations since the
average market price of our Class A common stock is below this range.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | During the second quarter of 2010, the Company finalized the purchase price allocation in accordance with U.S. GAAP of the bulk liquid storage and liquid feed
supplements businesses acquired on May 28, 2009 from the ED&F Man group. The nine month results as of September 30, 2010, include an adjustment of $1.2 million recorded in the second quarter of 2010 to depreciation expense reflecting
the final allocation of the purchase price and the final determination of acquired asset lives which adjustment was not significant. For comparative purposes, the pro forma financial information for the nine months ended September 30, 2009 has
been adjusted to reflect additional depreciation expense of $2.2 million.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The Company derived the (unaudited)
pro forma results of operations from the unaudited consolidated financial statements of the acquired business from January 1, 2009 to May 28, 2009 and from the unaudited consolidated statements of the Company from May 29, 2009 to
September 30, 2009, and then made certain adjustments. The pro forma results of operations are not necessarily indicative of results of operations that may have actually occurred had the business combination taken place on January 1, 2009,
or the future financial position or operating results of the Company. The pro forma adjustments are based upon available information and assumptions that the Company believes are reasonable. The pro forma results of operations do not include
business combination expenses of $13.7 million that were incurred in the second quarter of 2009. The pro forma adjustments include an additional imputed interest expense of $1.8 million for the nine months ended September 30, 2009
relating to the period from January 1, 2009 through May 28, 2009, based on historical borrowings and average interest rates of the acquired business, since before the business combination the ED&F Man groups debt and interest and
other financing related costs were not specifically identified as corporate borrowings from the ED&F Man group. The pro forma adjustments for the nine months ended September 30, 2009 include assumed corporate public company costs of $1.2
million within general and administrative expenses associated with operating as a public company from January 1, 2009 through May 28, 2009, comparable in amount to the actual corporate public company costs incurred during 2009 after the
business combination. The pro forma results include an adjustment that assumes nine months of dividends payable on 30,886,830 shares of Series A Convertible Preferred Stock, including escrowed shares, at $0.0344 per share per quarter for the nine
months ended September 30, 2009. The pro forma numbers include an adjustment to increase depreciation expense for the nine months ended September 30, 2009 pro forma information in the amount of $2.2 million. This adjustment was made as a
result of the Company finalizing the purchase price allocation of the acquired bulk liquid storage and liquid feed supplements businesses during the second quarter of 2010 and represents the updated useful life depreciation expense attributable to
the period from January 1, 2009 to June 30, 2009 on assets existing at the acquisition date. The pro forma results of operations do not include $476,000 of formation and operating costs associated with Shermen or interest income from the
trust account held by Shermen of $138,000 for the nine months ended September 30, 2009.

Southside River-Rail Inc.

On October 15, 2009, the Company, through its wholly-owned subsidiary Westway Terminal Cincinnati LLC, completed
the acquisition of the storage assets and property of Southside River-Rail Terminal, Inc. located in Cincinnati, Ohio. The purchase price for this acquisition was approximately $19.9 million which was paid in cash.

The acquisition was accounted for using the purchase method of accounting for business combinations and the Company was identified as the
accounting acquirer. The Company finalized the purchase price allocations for this acquisition in the first quarter of 2010.

5. EARNINGS (LOSS) PER SHARE

The Company calculated earnings (loss) 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 nine months ended September 30, 2010 and for the three months ended September 30, 2009 but not for the three
months ended September 30, 2010 and the nine months ended September 30, 2009 because the effect of converting all outstanding convertible preferred shares into common shares would have an antidilutive impact as a result of the
Companys net loss during these periods. The Company has included the effect of the preferred dividends in the numerator for the three and nine months ended September 30, 2010 and 2009 as it is deemed a contractual obligation.



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In calculating its
basic weighted average number of shares for the three and nine months ended September 30, 2010, the Company added an additional 45,740 shares to its weighted average shares outstanding to account for the vesting of employee restricted stock. In
calculating its diluted weighted average number of shares for the nine months ended September 30, 2010, the Company added an additional 457,201 shares to its weighted average shares outstanding to account for the deemed conversion of the
accrued, but unpaid, preferred dividends on the 30,886,830 shares of outstanding Series A Convertible Preferred Stock. The Company also added 133,443 shares to its diluted weighted average share number for the nine months ended September 30,
2010 relating to unvested restricted stock granted to certain employees. There were no dilutive shares for the three months ended September 30, 2010 and for the nine months ended September 30, 2009 because the Company had a net loss for
this period. 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 and nine months ended September 30, 2010 and 2009
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 September 30, |            |   | Nine Months Ended September 30, |  
|                                                                                                                            |  | 2010                             |            |   | 2009                            |   |            | 2010 |  |   | 2009 (1)   |  
|Numerator                                                                                                                   |  |                                  |            |   |                                 |   |            |      |  |   |            |   |  |   |            |  
|Net income (loss) attributable to Westway Group, Inc.                                                                       |  | $                                | 891        |   |                                 | $ | 4,146      |      |  | $ | 3,785      |   |  | $ | (5,443     | )
|Preferred dividends                                                                                                         |  | $                                | (1,062     | ) |                                 | $ | (1,062     | )    |  | $ | (3,187     | ) |  | $ | (1,452     | )
|                                                                                                                            |  |                                  |            |   |                                 |   |            |      |  |   |            |   |  |   |            |  
|Net Income (Loss) Applicable to Common Stockholders - Basic                                                                 |  | $                                | (171       | ) |                                 |   | 3,084      |      |  |   | 598        |   |  |   | (6,895     | )
|Plus income impact of assumed conversion of:                                                                                |  |                                  |            |   |                                 |   |            |      |  |   |            |   |  |   |            |  
|Series A Convertible Preferred Stock                                                                                        |  | $                                | 1,062      |   |                                 | $ | 1,062      |      |  | $ | 3,187      |   |  | $ |           |  
|                                                                                                                            |  |                                  |            |   |                                 |   |            |      |  |   |            |   |  |   |            |  
|Net Income (Loss) Applicable to Common Stockholders - Diluted                                                               |  | $                                | 891        |   |                                 | $ | 4,146      |      |  | $ | 3,785      |   |  | $ | (6,895     | )
|                                                                                                                            |  |                                  |            |   |                                 |   |            |      |  |   |            |   |  |   |            |  
|                                                                                                                            |  |                                  |            |  
|Denominator                                                                                                                 |  |                                  |            |   |                                 |   |            |      |  |   |            |   |  |   |            |  
|Weighted average number of common shares outstanding not subject to possible redemption                                     |  |                                  | 26,627,827 |   |                                 |   | 26,489,215 |      |  |   | 26,592,517 |   |  |   | 22,733,765 |  
|Weighted average number of participating Series A Convertible Preferred shares                                              |  |                                  |           |   |                                 |   | 30,886,830 |      |  |   | 30,886,830 |   |  |   |           |  
|                                                                                                                            |  |                                  |            |   |                                 |   |            |      |  |   |            |   |  |   |            |  
|Weighted average number of shares not subject to possible redemption for purposes of calculating basic earnings per
share   |  |                                  | 26,627,827 |   |                                 |   | 57,376,045 |      |  |   | 57,479,347 |   |  |   | 22,733,765 |  
|Add common stock issuable upon conversion of:                                                                               |  |                                  |            |   |                                 |   |            |      |  |   |            |   |  |   |            |  
|Series A Convertible Preferred Stock accrued dividends                                                                      |  |                                  |           |   |                                 |   |           |      |  |   | 457,201    |   |  |   |           |  
|Unvested Restricted Stock                                                                                                   |  |                                  |           |   |                                 |   |           |      |  |   | 133,443    |   |  |   |           |  
|                                                                                                                            |  |                                  |            |   |                                 |   |            |      |  |   |            |   |  |   |            |  
|Weighted average number of shares not subject to possible redemption for purposes of calculating diluted earnings per
share |  |                                  | 26,627,827 |   |                                 |   | 57,376,045 |      |  |   | 58,069,991 |   |  |   | 22,733,765 |  
|                                                                                                                            |  |                                  |            |   |                                 |   |            |      |  |   |            |   |  |   |            |  
|Basic and Diluted Earnings Per Common Share                                                                                 |  |                                  |            |   |                                 |   |            |      |  |   |            |   |  |   |            |  
|Net Income Available to Common Stockholders - Basic                                                                         |  | $                                | (0.01      | ) |                                 | $ | 0.05       |      |  | $ | 0.01       |   |  | $ | (0.30      | )
|Net Income Available to Common Stockholders - Diluted                                                                       |  | $                                | (0.01      | ) |                                 | $ | 0.05       |      |  | $ | 0.01       |   |  | $ | (0.30      | )
|Basic and diluted earnings per share attributable to Series                                                                 |  |                                  |            |   |                                 |   |            |      |  |   |            |   |  |   |            |  
|A convertible preferred stock                                                                                               |  |                                  |           |   |                                 | $ | 0.05       |      |  | $ | 0.01       |   |  |   |           |  
|Basic and diluted earnings per share attributable to common shares                                                          |  |                                  |           |   |                                 | $ | 0.05       |      |  | $ | 0.01       |   |  |   |           |  
|Series A convertible preferred stock weighted average shares outstanding, basic and diluted                                 |  |                                  |           |   |                                 |   | 30,886,830 |      |  |   | 30,886,830 |   |  |   |           |  
|Common share weighted average shares outstanding, basic                                                                     |  |                                  |           |   |                                 |   | 26,489,215 |      |  |   | 26,592,517 |   |  |   |           |  
|Common share weighted average shares outstanding, diluted                                                                   |  |                                  |           |   |                                 |   | 57,376,045 |      |  |   | 58,069,991 |   |  |   |           |  



|(1) | Nine months ended September 30, 2009 includes only 125 days of acquired business operations
|--- | -------------------------------------------------------------------------------------------



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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 third quarter of 2010 is summarized as
follows:



|                                                                                   |  |                                     |            | 
|---------------------------------------------------------------------------------- |  | ----------------------------------- | ---------- | 
|                                                                                   |  | Three monthsendingSeptember 30,2010 |           
|Public offering warrants                                                           |  |                                     | 11,892,030 | 
|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  | 
|                                                                                   |  |                                     |            | 
|                                                                                   |  |                                     | 19,206,316 | 



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

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. Prior to the business combination, the Company had no operating segments.

These
segments follow the accounting principles described in Note 3 of the Companys audited financial statements for the year ended December 31, 2009 in the Companys 2009 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 services or in volume or throughput income services. 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 liquid feed supplements, with a small proportion of income arising from 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.



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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.

Results of Operations by Business Segment

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

Three Months
Ended September 30, 2010



|                                                                                           |  |                     |         |  |                        |   |         |           |  |   |        |   |  |   |         | 
|------------------------------------------------------------------------------------------ |  | ------------------- | ------- |  | ---------------------- | - | ------- | --------- |  | - | ------ | - |  | - | ------- | 
|                                                                                           |  | Bulk Liquid Storage |         |  | Liquid FeedSupplements |   |         | Corporate |  |   | Total  |  
|Total net revenues                                                                         |  | $                   | 21,269  |  |                        | $ | 56,018  |           |  |   |       |   |  | $ | 77,287  | 
|Income (loss) before taxes and equity in earnings (loss) of unconsolidated subsidiary, net |  | $                   | 6,576   |  |                        | $ | 587     |           |  | $ | (6,532 | ) |  | $ | 631     | 
|Total assets                                                                               |  | $                   | 353,480 |  |                        | $ | 124,057 |           |  | $ | 21,140 |   |  | $ | 498,677 | 

Three Months Ended September 30, 2009



|                                                                                           |  |                     |         |  |                        |   |         |           |  |   |        |   |  |   |         | 
|------------------------------------------------------------------------------------------ |  | ------------------- | ------- |  | ---------------------- | - | ------- | --------- |  | - | ------ | - |  | - | ------- | 
|                                                                                           |  | Bulk Liquid Storage |         |  | Liquid FeedSupplements |   |         | Corporate |  |   | Total  |  
|Total net revenues                                                                         |  | $                   | 17,609  |  |                        | $ | 60,668  |           |  |   |       |   |  | $ | 78,277  | 
|Income (loss) before taxes and equity in earnings (loss) of unconsolidated subsidiary, net |  | $                   | 4,879   |  |                        | $ | 3,142   |           |  | $ | (2,625 | ) |  | $ | 5,396   | 
|Total assets                                                                               |  | $                   | 333,632 |  |                        | $ | 129,912 |           |  | $ | 8,902  |   |  | $ | 472,446 | 

Nine Months Ended September 30, 2010



|                                                                                           |  |                     |         |  |                        |   |         |           |  |   |         |   |  |   |         | 
|------------------------------------------------------------------------------------------ |  | ------------------- | ------- |  | ---------------------- | - | ------- | --------- |  | - | ------- | - |  | - | ------- | 
|                                                                                           |  | Bulk Liquid Storage |         |  | Liquid FeedSupplements |   |         | Corporate |  |   | Total   |  
|Total net revenues                                                                         |  | $                   | 65,556  |  |                        | $ | 180,816 |           |  |   |        |   |  | $ | 246,372 | 
|Income (loss) before taxes and equity in earnings (loss) of unconsolidated subsidiary, net |  | $                   | 19,412  |  |                        | $ | 4,711   |           |  | $ | (19,031 | ) |  | $ | 5,092   | 
|Total assets                                                                               |  | $                   | 353,480 |  |                        | $ | 124,057 |           |  | $ | 21,140  |   |  | $ | 498,677 | 

Nine Months Ended September 30, 2009 (1)



|                                                                                           |  |                     |         |  |                        |   |         |           |  |   |         |   |  |   |         |  
|------------------------------------------------------------------------------------------ |  | ------------------- | ------- |  | ---------------------- | - | ------- | --------- |  | - | ------- | - |  | - | ------- | -
|                                                                                           |  | Bulk Liquid Storage |         |  | Liquid FeedSupplements |   |         | Corporate |  |   | Total   |  
|Total net revenues                                                                         |  | $                   | 23,694  |  |                        | $ | 81,862  |           |  |   |        |   |  | $ | 105,556 |  
|Income (loss) before taxes and equity in earnings (loss) of unconsolidated subsidiary, net |  | $                   | 6,620   |  |                        | $ | 3,560   |           |  | $ | (17,691 | ) |  | $ | (7,511  | )
|Total assets                                                                               |  | $                   | 333,632 |  |                        | $ | 129,912 |           |  | $ | 8,902   |   |  | $ | 472,446 |  



|(1) | Includes only 125 days of acquired business operations.
|--- | -------------------------------------------------------

The Company had no operating segments for the period from January 1, 2009 through May 28, 2009, since the Company had no operations until the May 28, 2009 business combination.



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7. SHARE
BASED COMPENSATION

The Companys shareholders recently approved the Westway Group Inc. 2010 Incentive Compensation
Plan, which contains restricted stock awards. This plan is administered by the Compensation Committee of the Board of Directors, which selects persons eligible to receive awards and determines the number of shares and/or options subject to each
award, the terms, conditions and other provisions of the awards. See the Companys definitive proxy statement for the fiscal year ended December 31, 2009 for additional information related to the share-based compensation plan.

The following table represents the compensation expense related to restricted stock grants that was included in selling, general and
administrative expense in the accompanying consolidated statements of income for the periods indicated below.



|                                                 |  |                            |         |  |                           |  |   |                   |  |   |                   |  |  |  |   | 
|------------------------------------------------ |  | -------------------------- | ------- |  | ------------------------- |  | - | ----------------- |  | - | ----------------- |  |  |  | - | 
|                                                 |  | For the Three Months Ended |         |  | For the Nine Months Ended | 
|                                                 |  | September 30,2010          |         |  | September 30,2009         |  |   | September 30,2010 |  |   | September 30,2009 | 
|Compensation expense related to restricted stock |  | $                          | 174,559 |  |                           |  |  |                   |  | $ | 424,559           |  |  |  |  | 
|                                                 |  |                            |         |  |                           |  |   |                   |  |   |                   |  |  |  |   | 

The following table represents unvested restricted stock activity (in number of shares) for the periods
indicated.



|                                     |  |                           |          |   |                   |  |   | 
|------------------------------------ |  | ------------------------- | -------- | - | ----------------- |  | - | 
|                                     |  | For the Nine Months Ended |         
|                                     |  | September 30,2010         |          |   | September 30,2009 | 
|Balance, beginning of year           |  |                           |         |   |                   |  |  | 
|Granted (1)                          |  |                           | 521,003  |   |                   |  |  | 
|Forfeited                            |  |                           | (196,874 | ) |                   |  |  | 
|Vested                               |  |                           | (45,740  | ) |                   |  |  | 
|                                     |  |                           |          |   |                   |  |   | 
|Balance, end of period, respectively |  |                           | 278,389  |   |                   |  |  | 
|                                     |  |                           |          |   |                   |  |   | 



|(1) | Granted shares include actual shares granted of 302,307, as well as projected shares granted of 218,696 relating to the 2010 Incentive Compensation Plan based on 2010
Company target performance levels.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

At the annual shareholder meeting held on June 30, 2010, the
shareholders approved the Founder Warrant Amendment which extended the expiration dates of, and otherwise amended, the outstanding founder warrants. As a result, the Company recognized a one-time, non-cash expense of $1.4 million during the three
months ended June 30, 2010 which is equal to the increase in value of the Founders Warrants as of the date the amendment was approved, based on a calculation using the Black-Scholes option pricing method. The Founder Warrant Amendment was also
recorded as an increase in stockholders equity (specifically, as additional paid-in capital) equal to the increase in fair value of $1.4 million.

8. INCOME TAXES

For the three months ended
September 30, 2010, the Company recorded a tax benefit against its pretax income at an effective tax rate of 58% which was higher than its normal effective tax rate primarily due to the positive impact of increased losses incurred in higher tax
rate jurisdictions (United States), specifically relating to increased corporate segment costs. For the three months ended September 30, 2009, the Companys consolidated effective tax rate of 24% was lower than its normal effective tax
rate, primarily due to differences in non-deductible costs incurred relating to the May 28, 2009 business combination.

For the nine months ended September 30, 2010, the Company recorded a tax provision against its pretax income at an effective tax
rate of 20% which was lower than its normal effective tax rate primarily due to certain non-U.S. income being subject to foreign rates of tax which were less than the Companys U.S. effective tax rate. For the nine months ended
September 30, 2009, the Companys consolidated effective tax rate of 26% was lower than its normal effective tax rate, primarily due to differences in non-deductible costs incurred relating to the May 28, 2009 business combination.

9. SUBSEQUENT EVENTS

On October 15, 2010, the Company purchased an additional 700,000 of the remaining public warrants outstanding at a price of $0.13 per warrant for an aggregate purchase price of $91,000. The board of
directors and executive management will continue to evaluate opportunities to repurchase these warrants in the future.



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On November 4,
2010, the Company signed an amendment to certain financial covenants in the Companys credit facility with a bank syndicate to facilitate planned expansions and possible future acquisitions. The amendment was dated as of November 5, 2010
and became fully effective as of November 8, 2010. In conjunction with the amendment, the Company also exercised the accordion feature of the credit facility, with the consent of the banks committing the additional funds, increasing
the total lender commitment under the facility by $25 million to a total of $200 million.



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##### Table of Contents



|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 three and nine month periods ended September 30, 2010. 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, 2009 (2009 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 2009 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 is a leading 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 an extensive global network of 25 operating storage facilities providing approximately 350 million gallons of total bulk liquid storage capacity and 37 operating
liquid feed supplement facilities producing approximately 1.5 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 November 9, 2010,
we had approximately 487 employees.

We completed our acquisition of the bulk liquid storage and liquid feed supplements
businesses of the ED&F Man group on May 28, 2009. In exchange, we paid $103 million in cash and issued 12,624,003 shares of our Class B common stock and 30,886,830 shares of our Series A Convertible Preferred stock to a subsidiary of
ED&F Man (of which 12,181,818 shares of Series A Convertible Preferred stock were deposited in escrow for release upon our achievement of certain earnings or share price targets). We also incurred one-time business combination expenses of $13.9
million for advisory, investment banking, accounting, legal, and other professional and consulting fees. Various agreements between us and the ED&F Man group were entered into at the closing of the business combination, including but not limited
to a molasses supply agreement, a storage strategic alliance agreement and terminal service agreement, a shared services agreement, a stockholders agreement, a stock escrow agreement, and a registration rights agreement. For more information about
the ongoing arrangements between us and the ED&F Man group, please see the Material Ongoing Arrangements with the ED&F Man Group section of Item 7 of our 2009 Form 10-K (pp. 53-54), the Our Relationship with the
ED&F Man Group section of Item 1 of our 2009 Form 10-K (pp. 24-25), the Relationships with the ED&F Man Group and Related Transactions sections of Item 13 of our 2009 Form 10-K/A (pp. 43-54), and
the Stock Escrow Agreement and Letter Agreement subsections of Item 11 of our 2009 Form 10-K/A (pp. 34-37). On our consolidated balance sheets and statements of operations, references to related parties
are to the ED&F Man group.

In November 2009, we secured a new 3-year, $175 million senior secured revolving credit
facility, provided by a nine-bank syndicate led by JPMorgan Chase Bank, N.A. and arranged by JPMorgan Securities Inc. The credit facility provides us available credit for general corporate purposes, which could include among other things working
capital, capital expenditures, and acquisitions. The credit facility was recently increased by $25 million, to $200 million, on November 5, 2010.

Understanding Our Financial Information

The
financial information for the three months ended September 30, 2009 and for the three and nine months ended September 30, 2010 is based on actual results. The discussion under Results of Operations  Actual vs. Pro Forma
on page 24 includes selected nine months ended September 30, 2009 pro forma financial information derived from the Companys and the acquired business unaudited results, as if the Company and the acquired business were combined
as of January 1, 2009. Prior to the acquisition of the acquired business on May 28, 2009, the Company had no operations nor did it generate operating revenue, as it was considered a special purpose acquisition company.



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Highlights of the Third Quarter of 2010

The following are highlights of our financial results for the third quarter of 2010 compared to our financial results for the third quarter of 2009:



| |  |  | Net revenue for the bulk liquid storage segment totaled $21.3 million in the third quarter of 2010 compared to $17.6 million in the third quarter of
2009, an increase of 21% which was primarily driven by our addition of the Cincinnati, OH and Grays Harbor, WA terminal facilities, as well as the expansion of our Houston, TX and Port Allen, LA, terminal facilities. These additional facilities
added combined capacity of approximately 60 million gallons, which accounted for 20% of our total capacity at September 30, 2009.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Net revenue for the liquid feed supplement segment totaled $56.0 million in the third quarter of 2010 compared to $60.7 million in the third quarter of
2009, due to our lower sales prices, which were accompanied by a decrease in raw material prices, and overall competitive conditions. Third quarter volume increased to 384,000 tons in 2010 compared to 353,000 tons in 2009, due to better performance
in the overall confined animal feed market.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We successfully completed our tender offer for the Companys publicly traded warrants with the purchase of 34,107,870 warrants on
September 22, 2010 for an aggregate purchase price of $4,427,331 and 1,715 shares of our Class A common stock, excluding fees and expenses relating to the tender offer. Following the completion of the tender offer, we had 11,892,030 warrants
outstanding, excluding the founder warrants and underwriter warrants.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We entered into a long-term agreement with a major oil company to lease five new tanks totaling 3.2 million gallons, which are currently under
construction at our Houston 2 terminal. These tanks are expected to be on line and in service starting in November 2010. Once this expansion is completed, our two terminals in Houston will have a total capacity of approximately 92 million
gallons, representing the largest investment in our global network of terminal facilities.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We entered into a long-term agreement with a current customer to construct a 200,000 gallon specialty product tank at our Sioux City, Iowa terminal.
Completion of this project is expected by December 2010.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Nine stainless steel tanks totaling approximately 4.2 million gallons of capacity are currently under construction at our Amsterdam, Netherlands
terminal with completion expected in the second half of 2011. After completion, this facility will have a total capacity of approximately 31 million gallons.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Also in the third quarter of 2009, Wayne Driggers, formerly our Chief Operating Officer and President, retired effective October 1,
2010. Mr. Driggers became a full-time exclusive consultant of the Company and is scheduled to continue as such through September 2011. Mr. Driggers also remains a member of our Board of Directors.

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.

We currently do not believe that we have any significant impairment indicators or that any of our reporting units with
goodwill are at risk of failing Step 1 of the goodwill impairment test. However we will perform our annual assessment in the fourth quarter, and if the projected long-term revenue growth rates, profit margins, or terminal rates are significantly
lower, and/or the estimated weighted-average cost of capital is considerably higher, our testing could indicate impairment of one or more of the Companys reporting units and, as a result, the related goodwill could be impaired.

For a description of our 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 2009 Form 10-K. We have not changed these policies from those previously disclosed.



20



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Results
of Operations - Actual vs. Actual

Third Quarter of 2010 Actual Results Compared to Third Quarter of 2009 Actual Results

CONSOLIDATED



|                                                    |  |                                    |        |   |            |  |        |            |  |  |          |   |  |  |       |  
|--------------------------------------------------- |  | ---------------------------------- | ------ | - | ---------- |  | ------ | ---------- |  |  | -------- | - |  |  | ----- | -
|                                                    |  | Three Months EndedSeptember 30,    |        |   |            |  |        |            | 
|                                                    |  | 2010Actual                         |        |   | 2009Actual |  |        | $ Variance |  |  | % Change |  
|                                                    |  | (in thousands, except percentages) |       
|Net revenue                                         |  |                                    | 77,287 |   |            |  | 78,277 |            |  |  | (990     | ) |  |  | -1    | %
|Cost of sales                                       |  |                                    | 46,079 |   |            |  | 49,424 |            |  |  | (3,345   | ) |  |  | -7    | %
|Other operating costs and expenses                  |  |                                    | 13,064 |   |            |  | 11,782 |            |  |  | 1,282    |   |  |  | 11    | %
|Depreciation                                        |  |                                    | 6,123  |   |            |  | 3,985  |            |  |  | 2,138    |   |  |  | 54    | %
|Selling, general and administrative expenses        |  |                                    | 9,674  |   |            |  | 7,188  |            |  |  | 2,486    |   |  |  | 35    | %
|Total operating expenses                            |  |                                    | 74,940 |   |            |  | 72,379 |            |  |  | 2,561    |   |  |  | 4     | %
|Operating income                                    |  |                                    | 2,347  |   |            |  | 5,898  |            |  |  | (3,551   | ) |  |  | -60   | %
|Interest expense, net                               |  |                                    | (1,333 | ) |            |  | (462   | )          |  |  | (871     | ) |  |  | 189   | %
|Loss on disposal of property, plant & equipment     |  |                                    | (383   | ) |            |  | (40    | )          |  |  | (343     | ) |  |  | 858   | %
|Income tax benefit (provision)                      |  |                                    | 366    |   |            |  | (1,312 | )          |  |  | 1,678    |   |  |  | -128  | %
|Equity in loss of unconsolidated subsidiaries       |  |                                    | (109   | ) |            |  | 3      |            |  |  | (112     | ) |  |  | -3733 | %
|Income attributable to non-controlling interest     |  |                                    | 3      |   |            |  | 59     |            |  |  | (56      | ) |  |  | -95   | %
|Net income attributable to Westway Group, Inc.      |  |                                    | 891    |   |            |  | 4,146  |            |  |  | (3,255   | ) |  |  | -79   | %
|Preferred dividends accrued                         |  |                                    | (1,062 | ) |            |  | (1,062 | )          |  |  |         |   |  |  | 0     | %
|Net income (loss) applicable to common stockholders |  |                                    | (171   | ) |            |  | 3,084  |            |  |  | (3,255   | ) |  |  | -106  | %

The following is a
discussion of actual operating results for the third quarter of 2010, compared to the actual operating results for the third quarter of 2009.

NET REVENUE



|               |  |                                 |        |  |            |   |        |        |  |   |      |   |  |  |    |  
|-------------- |  | ------------------------------- | ------ |  | ---------- | - | ------ | ------ |  | - | ---- | - |  |  | -- | -
|               |  | Three Months EndedSeptember 30, |        |  |            |   |        |        | 
|(in thousands) |  | 2010Actual                      |        |  | 2009Actual |   |        | Change | 
|Net Revenue    |  | $                               | 77,287 |  |            | $ | 78,277 |        |  | $ | (990 | ) |  |  | -1 | %

Total net revenue,
including transactions between us and the ED&F Man group, decreased $990,000, or 1%, to $77.3 million for the third quarter of 2010 when compared to $78.3 million for the third quarter of 2009.

In the bulk liquid storage business, net revenue increased by $3.7 million, or 21%, to $21.3 million for the third quarter of 2010 from
$17.6 million for the third quarter of 2009, reflecting our expansion in this business. We added additional capacity through the acquisition of our Cincinnati, OH facility in October 2009, completion of construction of our Grays Harbor, WA facility
in December 2009, expansion of our Houston, TX facility during the second half of 2009, and the expansion of our Port Allen, LA facility during the first half of 2010. Bulk liquid storage revenue from outside of the United States, which accounted
for 30% of total bulk liquid storage revenue for the third quarter of 2010, decreased by 8% for the third quarter of 2010 compared to the third quarter of 2009, primarily as result of lower exchange rates for the euro and pound sterling compared to
2009. Our total capacity increased by the end of the third quarter of 2010 to approximately 350 million gallons from approximately 295 million gallons at the end of the third quarter of 2009, which did not include the additional capacity
of our Cincinnati, OH or Grays Harbor WA facilities. Percentage capacity utilization of our bulk liquid storage facilities increased to 95% by the end of the third quarter of 2010 from 94% at the end of the third quarter of 2009.

We believe that capacity, capacity utilization, rates, and throughput are key to the profitability of our bulk liquid storage business.
Once the high fixed cost of constructing a terminal has been incurred, the marginal cost of providing each additional increment of storage services is much less than the marginal revenues received from such services. Once current



21



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##### Table of Contents

capacity is utilized, additional tanks may be built on existing sites to further leverage the property we already possess. Additionally, we may grow profitability by identifying additional
strategic locations, either to acquire existing bulk liquid terminals or to develop new bulk liquid terminals.

We continue to
evaluate opportunities to increase our bulk liquid storage capacity while maintaining our high utilization rate, including possible projects for greenfield expansions and target infill development planned for the future. Additionally, we are
evaluating global expansion opportunities through acquisitions consistent with our criteria for investment. The trend seen thus far in 2010 of increased bulk liquid storage revenue could continue into the future, assuming successful execution and
completion of expansion and acquisition projects.

For the third quarter of 2010, net revenue for the liquid feed supplements
business decreased $4.7 million, or 8%, to $56.0 million, compared to net revenue of $60.7 million for the third quarter of 2009. Volumes, however, increased 31,000 tons, or 9%, to 384,000 tons for the third quarter of 2010 compared to the same
period in 2009. The overall decrease in net revenues was due to our lower sales prices during the period, which were accompanied by a decrease in raw material prices, as well as overall competitive conditions.

We view volume, selling price, product mix, and margins earning as key performance indicators to the profitability of our liquid feed
supplements business. Once the fixed costs of an operating facility are met, all revenue that exceeds the variable costs contributes 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 volatility in the underlying commodity ingredient prices which affect both competitive sales pricing and the cost of sales. In some cases, margins can actually increase despite a
reduction in revenue.

Thus far, the trend in 2010 for the liquid feed supplement business has been a decline in both net
revenue and the cost of ingredients. The decline in our net revenue has been somewhat greater than the decline in the cost of ingredients, mainly due to pricing differences in the purchasing of ingredient inputs, which has negatively affected our
margins. This trend in margins may continue into the near future depending on the direction of the cost for our ingredients compared to the cost of ingredients for competitive feed products such as those based on corn. Margins may improve in the
future as our products become more competitive to corn and other commodities, if these inputs continue their current trend of price escalation, making molasses-based products more attractive.

COST OF SALES



|               |  |                                 |        |  |            |   |        |        |  |   |        |   |  |  |    |  
|-------------- |  | ------------------------------- | ------ |  | ---------- | - | ------ | ------ |  | - | ------ | - |  |  | -- | -
|               |  | Three Months EndedSeptember 30, |        |  |            |   |        |        | 
|(in thousands) |  | 2010Actual                      |        |  | 2009Actual |   |        | Change | 
|Cost of Sales  |  | $                               | 46,079 |  |            | $ | 49,424 |        |  | $ | (3,345 | ) |  |  | -7 | %

For the third quarter of
2010, cost of sales for our liquid feed supplements business, including related party purchases from the ED&F Man group, was $46.1 million, which was a decrease of $3.3 million, or 7%, compared to cost of sales of $49.4 million for the third
quarter of 2009. The decline in costs of sales was mainly due to a decrease in purchased raw material prices.

Gross profit
margin (net revenue less cost of sales) in our liquid feed supplements business decreased by $1.3 million, or 12%, to $9.9 million for the third quarter of 2010 compared to gross profit margin of $11.2 million for the third quarter of 2009. This
decrease resulted from various competitive pressures, including a decline in the size of the U.S. cattle herd on feed supplements. The gross profit margin percentage (net revenues minus cost of sales divided by net revenues) for the liquid feed
supplement business declined slightly from 18.5 % for the third quarter of 2009 to 17.7% for the third quarter of 2010.

We
believe that gross profit margin is a key performance indicator to the profitability of our liquid feed supplements business. This highly visible indicator provides us with measurable guidelines to monitor our cost of goods, which in the liquid feed
supplements business can be volatile.



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##### Table of Contents



OTHER OPERATING COSTS AND
EXPENSES



|                                   |  |                                 |        |  |            |   |        |        |  |   |       |  |  |  |    |  
|---------------------------------- |  | ------------------------------- | ------ |  | ---------- | - | ------ | ------ |  | - | ----- |  |  |  | -- | -
|                                   |  | Three Months EndedSeptember 30, |        |  |            |   |        |        | 
|(in thousands)                     |  | 2010Actual                      |        |  | 2009Actual |   |        | Change | 
|Other Operating Costs and Expenses |  | $                               | 13,064 |  |            | $ | 11,782 |        |  | $ | 1,282 |  |  |  | 11 | %

Other operating costs and
expenses for the third quarter of 2010 were $13.1 million, an increase of $1.3 million, or 11% from $11.8 million for the third quarter of 2009. This increase was principally due to operating our new Cincinnati and Grays Harbor bulk liquid storage
facilities. In the liquid feed supplements business, we experienced higher energy and repair costs for the third quarter of 2010 compared to the third quarter of 2009

DEPRECIATION



|               |  |                                 |       |  |            |   |       |        |  |   |       |  |  |  |    |  
|-------------- |  | ------------------------------- | ----- |  | ---------- | - | ----- | ------ |  | - | ----- |  |  |  | -- | -
|               |  | Three Months EndedSeptember 30, |       |  |            |   |       |        | 
|(in thousands) |  | 2010Actual                      |       |  | 2009Actual |   |       | Change | 
|Depreciation   |  | $                               | 6,123 |  |            | $ | 3,985 |        |  | $ | 2,138 |  |  |  | 54 | %

Depreciation costs
increased by $2.1 million, or 54%, to $6.1 million for the third quarter of 2010 from $4.0 million for the third quarter of 2009. The increase was mainly due to our recent capital investments in the United States, including the addition of our
Cincinnati and Grays Harbor facilities, as well as expansion in Houston and Port Allen.

SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES



|                                              |  |                                 |       |  |                |   |       |        |  |   |       |  |  |  |    |  
|--------------------------------------------- |  | ------------------------------- | ----- |  | -------------- | - | ----- | ------ |  | - | ----- |  |  |  | -- | -
|                                              |  | Three Months EndedSeptember 30, |       |  |                |   |       |        | 
|(in thousands)                                |  | 2010    Actual                  |       |  | 2009    Actual |   |       | Change | 
|Selling, General, and Administrative Expenses |  | $                               | 9,674 |  |                | $ | 7,188 |        |  | $ | 2,486 |  |  |  | 35 | %

Selling, general and
administrative expenses for the third quarter of 2010 increased by $2.5 million, or 35%, to $9.7 million, compared to $7.2 million for the third quarter of 2009, primarily as a result of one-time legal and advisory fees relating to our public
warrant tender, founder warrant amendment, and a stock registration during the third quarter of 2010, as well as a moderate increase in personnel related costs since the third quarter of 2009.

OPERATING INCOME



|                 |  |                                 |       |  |                |   |       |        |  |   |        |   |  |  |     |  
|---------------- |  | ------------------------------- | ----- |  | -------------- | - | ----- | ------ |  | - | ------ | - |  |  | --- | -
|                 |  | Three Months EndedSeptember 30, |       |  |                |   |       |        | 
|(in thousands)   |  | 2010    Actual                  |       |  | 2009    Actual |   |       | Change | 
|Operating Income |  | $                               | 2,347 |  |                | $ | 5,898 |        |  | $ | (3,551 | ) |  |  | -60 | %

Operating income decreased
by $3.6 million, or 60%, to $2.3 million for the third quarter of 2010 from $5.9 million for the third quarter of 2009. This decrease was primarily the result of increased selling, general, and administrative expenses, depreciation, other operating
costs and expense, as well as lower liquid feed supplement gross profit margin during the third quarter of 2010. This decrease was partially offset by increased revenues derived from expanded bulk liquid storage capacity during the third quarter of
2010.



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##### Table of Contents



INTEREST EXPENSE



|                      |  |                                 |        |   |            |   |      |        |  |   |      |   |  |  |     |  
|--------------------- |  | ------------------------------- | ------ | - | ---------- | - | ---- | ------ |  | - | ---- | - |  |  | --- | -
|                      |  | Three Months EndedSeptember 30, |        |   |            |   |      |        | 
|(in thousands)        |  | 2010Actual                      |        |   | 2009Actual |   |      | Change | 
|Interest Expense, net |  | $                               | (1,333 | ) |            | $ | (462 | )      |  | $ | (871 | ) |  |  | 189 | %

Interest expense increased
to $1.3 million for the third quarter of 2010 compared to interest expense of $462,000 for the third quarter of 2009. The increase in interest expense was driven by higher borrowings due to capital expansions, higher interest rates, along with
additional facility fees and debt amortization costs associated with the new syndicated credit facility beginning in November 2009.

INCOME TAXES



|                               |  |                                 |     |  |            |   |        |        |  |   |       |  |  |  |      |  
|------------------------------ |  | ------------------------------- | --- |  | ---------- | - | ------ | ------ |  | - | ----- |  |  |  | ---- | -
|                               |  | Three Months EndedSeptember 30, |     |  |            |   |        |        | 
|(in thousands)                 |  | 2010Actual                      |     |  | 2009Actual |   |        | Change | 
|Income Tax Benefit (Provision) |  | $                               | 366 |  |            | $ | (1,312 | )      |  | $ | 1,678 |  |  |  | -128 | %

We had a consolidated
income tax benefit of $366,000 for the third quarter of 2010, compared to a $1.3 million income tax provision for the third quarter of 2009. The change was due to the impact of lower operating results, a positive benefit from the adjustment of our
previous years U.S. tax provision, and our ability to apply tax benefits to our increased corporate segment costs at our highest rate during the third quarter of 2010. Accordingly, the effective tax rate changed from a 24% tax provision for
the third quarter of 2009 to a 58% tax benefit for the third quarter of 2010. The effective tax rate in the third quarter of 2010 is positively impacted by increased losses incurred in higher tax rate jurisdictions (United States), specifically
relating to increased corporate segment costs compared to 2009.

NET INCOME ATTRIBUTABLE TO WESTWAY GROUP, INC.



|                                               |  |                                 |     |  |            |   |       |        |  |   |        |   |  |  |     |  
|---------------------------------------------- |  | ------------------------------- | --- |  | ---------- | - | ----- | ------ |  | - | ------ | - |  |  | --- | -
|                                               |  | Three Months EndedSeptember 30, |     |  |            |   |       |        | 
|(in thousands)                                 |  | 2010Actual                      |     |  | 2009Actual |   |       | Change | 
|Net Income Attributable to Westway Group, Inc. |  | $                               | 891 |  |            | $ | 4,146 |        |  | $ | (3,255 | ) |  |  | -79 | %

Net income attributable to
Westway Group, Inc. decreased by $3.3 million to $891,000 for the third quarter of 2010 as compared to $4.1 million for the third quarter of 2009. This decrease is primarily due to a decrease in operating income of $3.6 million and increased
interest expense of $871,000, partially offset by a positive change in income taxes of $1.7 million.

Results of Operations  Actual vs. Pro Forma

In analyzing our results of operations for the first nine months of 2010, our actual results of operations for the first nine months of
2009 do not provide a very meaningful basis for comparison, since we had business operations for only the 125 days ended September 30, 2009. Through May 28, 2009, our efforts were limited to organizational activities, activities relating
to the initial public offering, activities relating to identifying and evaluating prospective acquisition candidates, activities relating to negotiating and consummating the acquisition, and activities relating to general corporate matters; we
neither engaged in any operations nor generated any revenue, other than interest income earned on the proceeds of the initial public offering. Consequently, a comparison of our actual results for the first nine months of 2010 to our actual results
for the first nine months of 2009 would essentially consist of a review of our actual results for the full nine months ended September 30, 2010 compared against only 125 days of operations for the nine months ended September 30, 2009.



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##### Table of Contents



To provide readers
with a more meaningful set of figures against which to compare our actual results for the first nine months of 2010, we have presented pro forma results of operations of the Company for the first nine months of 2009, as if the Company and the
acquired business were combined as of January 1, 2009, and compared them with the actual results of operations of the Company for the first nine months of 2010 below.

We derived the (unaudited) pro forma results of operations from the unaudited consolidated financial statements of the acquired business from January 1, 2009 to May 28, 2009 and from the
unaudited consolidated statements of the Company from May 29, 2009 to September 30, 2009, and then made certain adjustments. The pro forma results of operations are not necessarily indicative of results of operations that may have actually
occurred had the business combination taken place on January 1, 2009, or the future financial position or operating results of the Company. The pro forma adjustments are based upon available information and assumptions that we believe are
reasonable. The presentation of the adjusted pro forma results is not intended to be considered in isolation or as a substitute for the actual historical financial information prepared and presented in accordance with U.S. GAAP.

The pro forma results of operations do not include business combination expenses of $13.7 million that were incurred in the second
quarter of 2009. The pro forma adjustments include an additional imputed interest expense of $1.8 million for the nine months ended September 30, 2009 relating to the period from January 1, 2009 through May 28, 2009, based
on historical borrowings and average interest rates of the acquired business, since before the business combination the ED&F Man groups debt and interest and other financing related costs were not specifically identified as corporate
borrowings from the ED&F Man group. The pro forma adjustments for the first nine months of 2009 include assumed corporate public company costs of $1.2 million within general and administrative expenses associated with operating as a public
company from January 1, 2009 through May 28, 2009, comparable in amount to the actual corporate public company costs incurred during 2009 after the business combination. The pro forma results include an adjustment that assumes nine months
of dividends payable on 30,886,830 shares of Series A Convertible Preferred Stock, including escrowed shares, at $0.0344 per share per quarter for the first nine months of 2009. The pro forma numbers include an adjustment to increase depreciation
expense for the first nine months of 2009 pro forma information in the amount of $2.2 million. This adjustment was made as a result of the Company finalizing the purchase price allocation of the acquired bulk liquid storage and liquid feed
supplements businesses during the second quarter of 2010 and represents the updated useful life depreciation expense attributable to the period from January 1, 2009 to June 30, 2009 on assets existing at the acquisition date. The pro forma
results of operations do not include $476,000 of formation and operating costs associated with Shermen or interest income from the trust account held by Shermen of $138,000 for the first nine months of 2009.



25



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##### Table of Contents



First Nine Months of 2010 Actual
Results Compared to First Nine Months of 2009 Pro Forma Results

CONSOLIDATED



|                                                |  |                                    |         |   |               |  |         |            |  |  |          |   |  |  |     |  
|----------------------------------------------- |  | ---------------------------------- | ------- | - | ------------- |  | ------- | ---------- |  |  | -------- | - |  |  | --- | -
|                                                |  | Nine Months EndedSeptember 30,     |         |   |               |  |         |            | 
|                                                |  | 2010Actual                         |         |   | 2009Pro Forma |  |         | $ Variance |  |  | % Change |  
|                                                |  | (in thousands, except percentages) |        
|Net revenue                                     |  |                                    | 246,372 |   |               |  | 255,377 |            |  |  | (9,005   | ) |  |  | -4  | %
|Cost of sales                                   |  |                                    | 147,794 |   |               |  | 167,670 |            |  |  | (19,876  | ) |  |  | -12 | %
|Other operating costs and expenses              |  |                                    | 41,913  |   |               |  | 38,848  |            |  |  | 3,065    |   |  |  | 8   | %
|Depreciation                                    |  |                                    | 19,401  |   |               |  | 13,597  |            |  |  | 5,804    |   |  |  | 43  | %
|Selling, general and administrative expenses    |  |                                    | 26,544  |   |               |  | 21,438  |            |  |  | 5,106    |   |  |  | 24  | %
|Founder warrant expense                         |  |                                    | 1,381   |   |               |  |        |            |  |  | 1,381    |   |  |  |     |  
|Total operating expenses                        |  |                                    | 237,033 |   |               |  | 241,553 |            |  |  | (4,520   | ) |  |  | -2  | %
|Operating income                                |  |                                    | 9,339   |   |               |  | 13,824  |            |  |  | (4,485   | ) |  |  | -32 | %
|Interest expense, net                           |  |                                    | (3,864  | ) |               |  | (2,527  | )          |  |  | (1,337   | ) |  |  | 53  | %
|Loss on disposal of property, plant & equipment |  |                                    | (383    | ) |               |  | (48     | )          |  |  | (335     | ) |  |  | 698 | %
|Income tax provision                            |  |                                    | (1,003  | ) |               |  | (3,393  | )          |  |  | 2,390    |   |  |  | -70 | %
|Equity in loss of unconsolidated subsidiaries   |  |                                    | (319    | ) |               |  | (243    | )          |  |  | (76      | ) |  |  | 31  | %
|Income attributable to non-controlling interest |  |                                    | 15      |   |               |  | 85      |            |  |  | (70      | ) |  |  | -82 | %
|Net income attributable to Westway Group, Inc.  |  |                                    | 3,785   |   |               |  | 7,698   |            |  |  | (3,913   | ) |  |  | -51 | %
|Preferred dividends accrued                     |  |                                    | (3,187  | ) |               |  | (3,187  | )          |  |  |         |   |  |  | 0   | %
|Net income applicable to common stockholders    |  |                                    | 598     |   |               |  | 4,511   |            |  |  | (3,913   | ) |  |  | -87 | %

The following is a
discussion of actual operating results for the first nine months of 2010, compared to the pro forma operating results for the first nine months of 2009.

NET REVENUE



|               |  |                                |         |  |               |   |         |        |  |   |        |   |  |  |    |  
|-------------- |  | ------------------------------ | ------- |  | ------------- | - | ------- | ------ |  | - | ------ | - |  |  | -- | -
|               |  | Nine Months EndedSeptember 30, |         |  |               |   |         |        | 
|(in thousands) |  | 2010Actual                     |         |  | 2009Pro Forma |   |         | Change | 
|Net Revenue    |  | $                              | 246,372 |  |               | $ | 255,377 |        |  | $ | (9,005 | ) |  |  | -4 | %

Total net revenue,
including transactions between us and the ED&F Man group, decreased $9.0 million, or 4%, to $246.4 million for the first nine months of 2010 when compared to $255.4 million for the first nine months of 2009.

In the bulk liquid storage business, net revenue increased by $13.1 million, or 25%, to $65.6 million for the first nine months of 2010
from $52.5 million for the first nine months of 2009, reflecting our expansion in this business. We added additional capacity through the acquisition of our Cincinnati, OH facility in October 2009, completion of construction of our Grays Harbor, WA
facility in December 2009, expansion of our Houston, TX facility during the second half of 2009, and the expansion of our Port Allen, LA facility during the first half of 2010. Bulk liquid storage revenue from outside of the United States, which
accounted for 31% of total bulk liquid storage revenue for the first nine months of 2010, stayed consistent compared to the first nine months of 2009, as a result of increased throughput, offset by slightly lower exchange rates for the euro and
pound sterling compared to 2009. Our total capacity increased by the end of the first nine months of 2010 to approximately 350 million gallons from approximately 295 million gallons at the end of the first nine months of 2009, which
did not include the additional capacity of our Cincinnati, OH or Grays Harbor WA facilities. Percentage capacity utilization of our bulk liquid storage facilities increased to 95% by the end of the first nine months of 2010 from 94% at the end of
the first nine months of 2009.

For the first nine months of 2010, net revenue for the liquid feed supplements business was
$180.8 million, which was a decrease of $22.1 million, or 11%, compared to net revenue of $202.9 million for the first nine months of 2009. Volume for the first nine months of 2010 stayed consistent with volume for the first nine months of 2009 at
1.2 million tons. The decrease in net revenue was



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primarily due to our lower sales prices, which were accompanied by a decrease in raw material prices, the consequence of liquid feed supplement products being marginally less competitive in the
first and second quarter of 2010 compared to dry feed products, the continued decline in total cattle numbers, and competitive conditions.

COST OF SALES



|               |  |                                |         |  |               |   |         |        |  |   |         |   |  |  |     |  
|-------------- |  | ------------------------------ | ------- |  | ------------- | - | ------- | ------ |  | - | ------- | - |  |  | --- | -
|               |  | Nine Months EndedSeptember 30, |         |  |               |   |         |        | 
|(in thousands) |  | 2010Actual                     |         |  | 2009Pro Forma |   |         | Change | 
|Cost of Sales  |  | $                              | 147,794 |  |               | $ | 167,670 |        |  | $ | (19,876 | ) |  |  | -12 | %

For the first nine months
of 2010, cost of sales for our liquid feed supplements segment, including related party purchases from the ED&F Man group, was $147.8 million, which was a decrease of $19.9 million, or 12%, compared to cost of sales of $167.7 million for the
first nine months of 2009. The decrease was mainly due to a decrease in purchased raw material prices.

Gross profit margin
(net revenue less cost of sales) in our liquid feed supplements business decreased by $2.2 million, or 6%, to $33.0 million for the first nine months of 2010 compared to $35.3 million for the first nine months of 2009. This decrease resulted from
various competitive pressures, including a decline in the size of the U.S. cattle herd on feed supplements. The gross profit margin percentage (net revenues minus cost of sales divided by net revenues) for the liquid feed supplement business
increased slightly from 17.4% for the first nine months of 2009 to 18.3% for the first nine months of 2010.

OTHER OPERATING COSTS AND
EXPENSES



|                                   |  |                                |        |  |               |   |        |        |  |   |       |  |  |  |   |  
|---------------------------------- |  | ------------------------------ | ------ |  | ------------- | - | ------ | ------ |  | - | ----- |  |  |  | - | -
|                                   |  | Nine Months EndedSeptember 30, |        |  |               |   |        |        | 
|(in thousands)                     |  | 2010Actual                     |        |  | 2009Pro Forma |   |        | Change | 
|Other Operating Costs and Expenses |  | $                              | 41,913 |  |               | $ | 38,848 |        |  | $ | 3,065 |  |  |  | 8 | %

Other operating costs and
expenses of $41.9 million increased by $3.1 million, or 8%, for the first nine months of 2010 from $38.8 million for the first nine months of 2009, principally as a result of operating our new Cincinnati and Grays Harbor bulk liquid storage
facilities.

DEPRECIATION



|               |  |                                |        |  |               |   |        |        |  |   |       |  |  |  |    |  
|-------------- |  | ------------------------------ | ------ |  | ------------- | - | ------ | ------ |  | - | ----- |  |  |  | -- | -
|               |  | Nine Months EndedSeptember 30, |        |  |               |   |        |        | 
|(in thousands) |  | 2010    Actual                 |        |  | 2009Pro Forma |   |        | Change | 
|Depreciation   |  | $                              | 19,401 |  |               | $ | 13,597 |        |  | $ | 5,804 |  |  |  | 43 | %

Depreciation costs
increased by $5.8 million, or 43%, to $19.4 million for the first nine months of 2010 from $13.6 million for the first nine months of 2009. The increase was mainly due to our recent capital investments in the United States, including the addition of
our Cincinnati and Grays Harbor facilities, as well as expansion in Houston and Port Allen. The increase was also partially due to a one-time expense of $1.2 million in additional depreciation recorded during the second quarter of 2010 as a
result of the cumulative impact from 2009 of additional depreciation relating to the Company finalizing the assumptions used in assigned useful lives to the property, plant, and equipment acquired in the May 28, 2009 business combination.



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SELLING, GENERAL, AND
ADMINISTRATIVE EXPENSES



|                                              |  |                                |        |  |               |   |        |        |  |   |       |  |  |  |    |  
|--------------------------------------------- |  | ------------------------------ | ------ |  | ------------- | - | ------ | ------ |  | - | ----- |  |  |  | -- | -
|                                              |  | Nine Months EndedSeptember 30, |        |  |               |   |        |        | 
|(in thousands)                                |  | 2010    Actual                 |        |  | 2009Pro Forma |   |        | Change | 
|Selling, General, and Administrative Expenses |  | $                              | 26,544 |  |               | $ | 21,438 |        |  | $ | 5,106 |  |  |  | 24 | %

Selling, general and
administrative expenses for the first nine months of 2010 increased by $5.1 million, or 24%, to $26.5 million, compared to $21.4 million for the first nine months of 2009, primarily as a result of increased legal, advisory, and other professional
fees, specifically relating to one-time costs associated with our public warrant tender, founder warrant amendment, two stock registrations, and other transactions that did not occur in 2009. The increase was also partially due to moderate increases
in personnel related costs since the first nine months of 2009.

FOUNDER WARRANT EXPENSE



|                        |  |                                |       |  |               |   |   |        |  |   |       |  |  |  |  | 
|----------------------- |  | ------------------------------ | ----- |  | ------------- | - | - | ------ |  | - | ----- |  |  |  |  | 
|                        |  | Nine Months EndedSeptember 30, |       |  |               |   |   |        | 
|(in thousands)          |  | 2010    Actual                 |       |  | 2009Pro Forma |   |   | Change | 
|Founder Warrant Expense |  | $                              | 1,381 |  |               | $ |  |        |  | $ | 1,381 |  |  |  |  | 

During the second quarter of 2010, our shareholders approved the founder warrant amendment which
extended the expiration dates of, and otherwise amended, the outstanding founder warrants. As a result, the Company recognized a non-cash expense of $1.4 million during the first nine months of 2010 which is equal to the increase in value of the
founders warrants as of the date the amendment was approved, based on a calculation using the Black-Scholes option pricing method. The founder warrant amendment was also recorded as an increase in stockholders equity (specifically, as
additional paid-in capital) equal to the increase in fair value of $1.4 million.

OPERATING INCOME



|                 |  |                                |       |  |               |   |        |        |  |   |        |   |  |  |     |  
|---------------- |  | ------------------------------ | ----- |  | ------------- | - | ------ | ------ |  | - | ------ | - |  |  | --- | -
|                 |  | Nine Months EndedSeptember 30, |       |  |               |   |        |        | 
|(in thousands)   |  | 2010    Actual                 |       |  | 2009Pro Forma |   |        | Change | 
|Operating Income |  | $                              | 9,339 |  |               | $ | 13,824 |        |  | $ | (4,485 | ) |  |  | -32 | %

Operating income decreased
by $4.5 million, or 32%, to $9.3 million for the first nine months 2010 from $13.8 million for first nine months of 2009. This decrease was primarily the result of increased depreciation, selling, general and administrative expenses, other operating
costs and expenses, as well as lower liquid feed supplement gross profit margin during the first nine months of 2010. The decrease was also due to a one-time founder warrant expense of $1.4 million during the first nine months of 2010. This was
partially offset by increased revenues derived from expanded bulk liquid storage capacity during the first nine months of 2010.

INTEREST EXPENSE



|                      |  |                                |        |   |               |   |        |        |  |   |        |   |  |  |    |  
|--------------------- |  | ------------------------------ | ------ | - | ------------- | - | ------ | ------ |  | - | ------ | - |  |  | -- | -
|                      |  | Nine Months EndedSeptember 30, |        |   |               |   |        |        | 
|(in thousands)        |  | 2010Actual                     |        |   | 2009Pro Forma |   |        | Change | 
|Interest expense, net |  | $                              | (3,864 | ) |               | $ | (2,527 | )      |  | $ | (1,337 | ) |  |  | 53 | %

Interest expense was $3.9
million for the first nine months of 2010, an increase of $1.3 million, or 53%, from $2.5 million for the first nine months of 2009. The increase in interest expense was driven by higher borrowings due to capital expansions and higher interest
rates, along with additional facility fees and debt amortization costs associated with the new syndicated credit facility beginning in November 2009.



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INCOME TAXES



|                     |  |                                |        |   |               |   |        |        |  |   |       |  |  |  |     |  
|-------------------- |  | ------------------------------ | ------ | - | ------------- | - | ------ | ------ |  | - | ----- |  |  |  | --- | -
|                     |  | Nine Months EndedSeptember 30, |        |   |               |   |        |        | 
|(in thousands)       |  | 2010Actual                     |        |   | 2009Pro Forma |   |        | Change | 
|Income tax provision |  | $                              | (1,003 | ) |               | $ | (3,393 | )      |  | $ | 2,390 |  |  |  | -70 | %

Our consolidated income
tax provision of $1.0 million for the first nine months of 2010 decreased by $2.4 million, or 70%, from $3.4 million for the first nine months of 2009. The change was due to the impact of lower operating results and our ability to apply tax benefits
to our increased corporate segment costs at our highest rate during the first nine months of 2010. The change in our effective tax rate from 30% for the first nine months of 2009 to 20% for the first nine months of 2010 was due to increased losses
incurred in higher tax rate jurisdictions (United States), specifically relating to increased corporate segment costs compared to 2009.

NET INCOME ATTRIBUTABLE TO WESTWAY GROUP, INC.



|                                               |  |                                |       |  |               |   |       |        |  |   |        |   |  |  |     |  
|---------------------------------------------- |  | ------------------------------ | ----- |  | ------------- | - | ----- | ------ |  | - | ------ | - |  |  | --- | -
|                                               |  | Nine Months EndedSeptember 30, |       |  |               |   |       |        | 
|(in thousands)                                 |  | 2010Actual                     |       |  | 2009Pro Forma |   |       | Change | 
|Net Income attributable to Westway Group, Inc. |  | $                              | 3,785 |  |               | $ | 7,698 |        |  | $ | (3,913 | ) |  |  | -51 | %

Net
incomeattributable to Westway Group, Inc. decreased by $3.9 million, or 51%, to $3.8 million for the first nine months of 2010 as compared to $7.7 million in the first nine months of 2009. This decrease was primarily due to
a decrease in operating income of $4.5 million and an increase in interest expense of $1.3 million. This was partially offset by a reduction in income taxes of $2.4 million.

Liquidity and Capital Resources

Cash and
Working Capital

During the first nine months of 2010, our cash and cash equivalents decreased slightly by $244,000 from
December 31, 2009 to a total of $9.5 million at September 30, 2010. This decrease was the result of cash provided by operating activities of $20.5 million, cash used in investing activities of $16.1 million, cash used in financing
activities of $4.5 million, and a negative exchange rate effect of $91,000.

Our working capital (by which we mean total
current assets less total current liabilities) increased from $24.2 million at December 31, 2009, to $31.7 million at September 30, 2010.

Total net trade accounts receivable, including amounts due from related parties, decreased 25% to $32.9 million at September 30, 2010 from $43.7 million at December 31, 2009, 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 trade accounts payable, including amounts due to related parties, decreased 49% to $15.7 million at
September 30, 2010 from $30.5 million at December 31, 2009, due primarily to payments made during the first quarter of 2010 owed to the ED&F Man group, mainly for molasses purchases, as well as the seasonality of the liquid feed
supplement business.

Sources

Our capital requirements have generally been financed primarily with cash flows from operations and with borrowings under our credit facilities from time to time. At September 30, 2010, we had $83.3
million of borrowing capacity available under our $175 million bank revolving credit facility.



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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. The credit facility was increased on November 5, 2010, by another $25 million pursuant to its accordion feature, whereby the
available credit under the facility was expanded.

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; and to pay debt service and taxes.

Trends

The cash flows from operations of the bulk liquid storage and liquid feed supplements businesses, both while owned by the
ED&F Man group and after we acquired them on May 28, 2009, 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 have generally been increasing and are likely to continue.

Cash Flows

Operating Activities

Our net cash provided by operating activities for the first nine months of 2010 was $20.5 million, whereas in the first nine months of 2009, net cash used by operating activities was $3.3 million. This
increase in operating cash flow is largely due to the Company operating for a full nine month period in 2010 compared to only 125 days of acquired business operations in the first nine months of 2009, which included $13.7 million of business
combination expenses. This increase was partially offset by an increase in working capital during the first nine months of 2010 driven by significant payments to the ED&F Man group for related party payables outstanding, mainly for molasses
purchases, and also partially offset by payments relating to employee bonuses.

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

Investing Activities

Our investing activities resulted in a net cash outflow of $16.1 million for the first nine months of 2010, compared to a net cash
inflow of $23.3 million for the comparable period in 2009. The change is primarily due to the release of $138.4 million in cash held in our trust account at the closing of the business combination on May 28, 2009, partially offset by $99.6
million paid to ED&F Man as consideration for the acquired business.

Net cash of $16.1 million and $15.2 million for the
first nine months of 2010 and 2009 was used for capital expenditures, primarily in our bulk liquid storage segment in the United States. Since the business combination on May 28, 2009, the 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 a net cash outflow of $4.5 million for the first nine months of 2010, compared to an outflow of
$19.4 million for the comparable period in 2009. The difference between the periods is primarily due to the payment of $55.1 million upon redemption of 9,189,990 shares of common stock, the repurchase of 2,514,369 Class A common stock for
$15.1 million, and a special cash dividend of $1.00 per share on Class A common stock totaling $11.4 million, all during the first nine months 2009.

Proceeds received from borrowings under our credit facility were $36.7 million for the first nine months of 2010 compared to $124.8 million for the first nine months of 2009. This difference was due to
additional proceeds needed at the consummation of the business combination on May 28, 2009. Proceeds received of $36.7 million from borrowings for the first nine months of 2010 were used to fund purchases of raw materials and capital
expenditures.

Repayments on our credit facility for the first nine months of 2010 totaled $36.6 million compared to $62.6
million for the first nine months of 2009. Another $4.4 million was used to purchase 34,056,370 of our publicly traded warrants during the third quarter of 2010.



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Effect of Exchange
Rate Changes on Cash and Cash Equivalents

During the first nine months of 2010, the effect of exchange rate changes
reduced our cash and cash equivalents by $91,000, primarily due to the strengthening of the U.S. dollar against the euro and pound sterling during this period. By contrast, during the first nine months of 2009, the effect of exchange rate changes
increased our cash and cash equivalents by $539,000 primarily due to the weakening 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 2010 to be our cash from operations and our credit facility, as to which the available borrowing capacity on September 30, 2010 was $83.3 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.

Our operating activities for 2010 as a whole are expected to generate positive cash flows significantly greater than in 2009. In 2010 we expect to operate for a full 12 months rather than just 7 months as
in 2009. 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.

On November 4, 2010, the Company signed an amendment to certain financial
covenants in our credit facility with a bank syndicate to facilitate a possible strategic acquisition contemplated by the Company and planned expansions of existing facilities in Houston and Amsterdam. The amendment was dated as of November 5,
2010 and became fully effective as of November 8, 2010. In conjunction with the amendment, the Company also exercised the accordion feature of the credit facility, with the consent of the banks committing the additional funds,
increasing the total lender commitment under the facility by $25 million to a total of $200 million.

Uses

We expect to pay operating expenses, maintenance capital expenses, interest payments, and tax payments, as well as expansion and
acquisition capital expenditures and discretionary debt principal payments.

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 is for a period of 10 years, beginning May 28, 2009, after which the agreement provides for automatic renewals for successive one-year periods unless either party gives notice
of non-renewal.

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 20 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 September 30, 2010, these commitments totaled $7.9
million.

We currently have ongoing expansion projects for the construction of 3.2 million gallons of new storage
capacity and associated infrastructure at our Houston No. 2 terminal, which new capacity is expected to be put into service starting in November 2010, and the construction of 4.2 million gallons of new capacity and associated
infrastructure at our Amsterdam, Netherlands terminal, with completion expected in the second half of 2010. Other smaller expansion projects are also being pursued.

Any liquidity in excess of our operating expenses and planned capital expenditures 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.



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Short-term Adequacy

We believe that our current cash and cash equivalents, credit facility (as recently amended in November 2010), 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, and to meet our commitments through at least the next 12 months.
We do not expect that we are reasonably likely to 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, and tax payments will generally be funded by cash from operating activities during the remainder of 2010, 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 (as recently amended in November 2009), will be sufficient to fund our expansion and acquisition capital expenditures in 2010 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.

Our cash generated
from operating activities is subject to fluctuations in the global economic condition. We expect that the reduced availability of credit due to current economic conditions has reduced and may reduce the demand of some of our customers for our
products and services, but we do not expect to suffer a cash crisis that will prevent us from completing our committed expansion projects.

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 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, and capital expenditure plans. 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 2009 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.

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 2009 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.



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The recent oil spill
related to British Petroleum (BP) in the Gulf of Mexico did not have impact on our business.



|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 nine months ended September 30, 2010 were
$706,000 of unrealized losses primarily due to the strengthening of the U.S. dollar against the euro and pound sterling. This exchange rate change negatively impacted the net assets used in our foreign operations and held in local currencies,
resulting in a decrease in cumulative translation adjustments to a $1.7 million unrealized gain as of September 30, 2010, compared to a $2.4 million unrealized gain as of December 31, 2009. 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 2009 Form 10-K. There
were no material changes to our market risk exposure during the third quarter of 2010.



|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 third quarter of 2010, 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 subject, or known by us to be contemplated by governmental authorities, that are material to us, our business, or our financial condition.



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

You should
carefully consider the risk factors set forth in the Risk Factors section, Item 1A, of our 2009 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 2009 Form 10-K, except for the following revision of the following risk factors:

We are required to comply with Section 404 of the Sarbanes-Oxley Act of 2002 in 2010.

As a result of our qualification on June 30, 2010 as a smaller reporting company and the signing of the Dodd-Frank Wall Street Reform and Consumer Protection Act on July 21, 2010, we believe
that we will not be required to have an independent registered public accounting firm test our internal controls over financial reporting and report on the effectiveness of such controls.

Although we believe that we have maintained disclosure controls and procedures and internal controls over our financial reporting as
required under the federal securities laws with respect to our activities, we were not required to establish and maintain such disclosure controls and procedures and internal controls over our financial reporting before the business combination as
are required following the business combination as a result of our having substantial operations.

Section 404 of the
Sarbanes-Oxley Act of 2002 requires us to document and test the effectiveness of our internal controls over financial reporting in accordance with an established control framework and to report on our managements conclusion as to the
effectiveness of these internal controls over financial reporting with respect to the acquired business beginning with the fiscal year ending December 31, 2010. Any delays or difficulty in satisfying these requirements could adversely affect
our future results of operations and our share price. We could incur significant costs to comply with these requirements.

We
could, in the future, discover areas of internal control over financial reporting that need improvement. Further, we and our auditors may experience greater difficulty in establishing a system of internal control over financial reporting now that we
are an operating company. There can be no assurance that remedial measures will result in adequate internal control over financial reporting in the future. Any failure to implement the required new or improved controls, or difficulties encountered
in their implementation, could materially adversely affect our results of operations or could cause us to fail to meet our reporting obligations. If we are unable to conclude that we have effective internal control over financial reporting,
investors could lose confidence in the reliability of our financial statements, which could result in a decrease in the value of our share price. In addition, failure to comply with Section 404 of the Sarbanes-Oxley Act of 2002 could
potentially subject us to sanctions or investigation by the SEC or other regulatory authorities.

Our business depends, in part, upon
certain individuals who may not necessarily continue to be affiliated with us.

We are dependent, in part, on the efforts
of executive members of our management team, including Messrs. James Jenkins, Thomas Masilla, and Steve Boehmer. The loss of services of one or more of these individuals could have an adverse effect on our business strategies and the growth and
development of our business. If one or more of these individuals were no longer affiliated with us, or if we ceased to receive advisory services from them, our inability to recruit other employees of equivalent talent could have an adverse effect on
our financial condition and results of operations. We have an employment contract with Mr. Masilla.

Three executive
members of our management team recently retired or resigned. Peter Harding, our former CEO, retired in June 2010. Scott MacKenzie, formerly the President of Westway Terminal, resigned in July 2010. Wayne Driggers, formerly our COO and President,
retired effective October 1, 2010, after which he became a full-time consultant of the Company and is scheduled to continue as such through September 2011. Mr. Driggers also remains a member of our Board of Directors. We believe that the
skill and experience of the current management team, supplemented for a time by advice from Mr. Driggers pursuant to the consulting agreement and as a director, will allow us to avoid any material adverse effect on our business that might
otherwise have resulted from the retirements of Mr. Harding and Mr. Driggers and the resignation of Mr. McKenzie.

The
unaudited pro forma financial information is not necessarily an indication of our financial condition or results of operations.

The unaudited pro forma financial statements contained in our 2009 Form 10-K and in this Form 10-Q are not an indication of our financial condition or results of operations. The unaudited pro forma
financial statements have been derived from our and our predecessors historical financial statements and many adjustments and assumptions have been made after giving effect to the business combination. Although the information upon which these
adjustments and assumptions have been made in this Form 10-Q is no longer preliminary, these kinds of adjustments and assumptions are difficult to make with complete accuracy. As a result, our actual financial condition and results of operations may
not be consistent with, or evident from, these pro forma financial statements.



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Our outstanding warrants may be
exercised in the future, which would result in dilution to our stockholders and increase the number of shares of our Class A common stock eligible for future resale in the public market, which could have an adverse effect on the market price of
our Class A common stock.

In September 2010, in an effort to simplify our capital structure, we completed a tender
offer for the approximately 46.0 million warrants issued in connection with our initial public offering, which resulted in our purchase of approximately 34.1 million of these warrants, and in October 2010 we purchased another 700,000 of
these warrants. As a result of the foregoing, as of November 9, 2010, there were outstanding approximately 11.2 million of these publicly traded warrants. Each of these warrants is exercisable for the purchase of one share of Class A
common stock at $5.00 per share and is scheduled to expire on May 24, 2011. There are also outstanding approximately 5.2 million founder warrants, each of which is similarly exercisable, but with a cashless exercise provision; one third of
these warrants are scheduled to expire on each of May 24, 2012, 2013, and 2014. Thus, as a result of the recent tender offer and subsequent purchases, the total number of warrants of any kind outstanding has been significantly reduced from
51.2 million to 16.4 million. (There are also outstanding options issued to underwriters to purchase 700,000 units, each unit consisting of one share of common stock and two warrants, each warrant exercisable for the purchase of one share of
Class A common stock at $6.25 per share and scheduled to expire on May 24, 2011.) As of the close of business on November 8, 2010, there were approximately 13.9 million shares of our Class A common stock outstanding, at a
market price of $4.10 per share.

Each of the warrants likely will be exercised only if the market price of our Class A
common stock is above the warrants exercise price. To the extent the warrants are exercised, additional shares of our Class A common stock will be issued, which will result in dilution to our stockholders and will increase the number of
shares of Class A common stock eligible for resale in the public market. Sales of such shares of Class A common stock in the public market could adversely affect the market price of our Class A common stock. The board of directors and
executive management will continue to evaluate opportunities to repurchase these warrants in the future.

Update of Certain Historical
Information in Risk Factors

In addition to the foregoing revision of the foregoing risk factors, we note the following
changes in certain of the historical information included in the other risk factors set forth in our 2009 Form 10-K:

 Total
indebtedness under our $175 million bank syndicate credit facility increased from $91.6 million at December 31, 2009 to $91.7 million at September 30, 2010.

 The name of Westway Holdings Corporation, a wholly-owned subsidiary of ED&F Man and the owner of all of the outstanding shares of our Class B common stock and of our Series A Convertible
Preferred Stock, was changed to Agman Louisiana, Inc. on June 17, 2010.

 ED&F Man and its affiliates own 47.5% of our
outstanding common stock as of November 9, 2010.

 Messrs. Francis Jenkins, Jr., Moshenek, and Toffolon continue to be three of our
directors elected by the holders of our Class A common stock; the fourth such director, Peter Harding, retired on June 29, 2010 and has been replaced on the Board by Wayne Driggers. Mr. Toffolon is a Class I Director and is to serve
until our 2013 annual meeting of stockholders. Mr. Moshenek is a Class II Director and is to serve until our 2011 annual meeting of stockholders. Messrs. Francis Jenkins, Jr. and Wayne Driggers are Class III Directors and are to serve until our
2012 annual meeting of stockholders.



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

Unregistered Sales of Equity Securities

In August and September 2010, we
conducted a tender offer to holders of up to 45,999,900 warrants originally issued in our initial public offering, each exercisable into one share of our common stock, par value $0.0001 per share, for $5.00 per share, ultimately to provide each
tendering warrant holder with the opportunity to receive either (i) $0.13 per warrant tendered by such holder, net to such holder in cash, without interest and less any required holding taxes, (ii) one share of our class A common stock for
every 30 warrants tendered for exchange (and not tendered for cash) by such holder, or (iii) any combination of cash and stock as such holder may elect on the terms set forth above. After amendments and extensions, the offer expired on
September 21, 2010. In connection with the offer, a total of 34,107,870 warrants were validly tendered, not



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withdrawn, and accepted for purchase, for an aggregate purchase price of $4,427,330.70 and 1,715 shares of our class A common stock (excluding fees and expenses relating to the offer). The 1,715
shares were issued on September 23, 2010. The issuance was made pursuant to the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended, for securities exchanged by an issuer with its existing
security holders exclusively. No commission or other remuneration was paid or given directly or indirectly for soliciting the exchange.

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 or other unitspurchased |                     |     | (b) Average pricepaid per share or 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 | 
|7-1-10 to 7-31-10 |  |                                                   | 0                   |     |                                         |  | 0                                                           |                                                                                          |  |  | 0                                                                                                                    |  |  |  | 0 | 
|8-1-10 to 8-31-10 |  |                                                   | 0                   |     |                                         |  | 0                                                           |                                                                                          |  |  | 0                                                                                                                    |  |  |  | 0 | 
|9-1-10 to 9-30-10 |  |                                                   | 34,107,870 warrants | (1) |                                         |  | $0.13, or 1/30 shareof class A commonstock, per warrant (1) |                                                                                          |  |  | 0                                                                                                                    |  |  |  | 0 | 



|(1) | The 34,107,870 warrants were purchased through a tender offer, as described above under Unregistered Sales of Equity Securities. Of the 34,107,870 warrants,
34,056,370 warrants were purchased for $4,427,330.70, or $0.13 per warrant, and the remaining 51,500 warrants were exchanged for 1,715 shares of class A common stock, or 1/30 share of class A common stock per warrant.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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

We did not suffer any defaults with respect to indebtedness.

With respect to
dividend arrearages, 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. To date, such dividends have not been paid and have been accrued. The total arrearage of such cash dividends on our Series A Convertible Preferred Stock on the date of filing this report, November 9,
2010, is $6,162,540.



|ITEM 4. | RESERVED.
|------- | ---------



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

Amendment of
Credit Agreement

On November 4, 2010, the Company signed a Second Amendment to Credit Agreement, amending certain
financial covenants of its existing credit facility with a syndicate of banks led by JPMorgan Chase. The amendment is with JPMorgan Chase Bank, N.A., as administrative agent, and the lenders from time to time party thereto (initially, JPMorgan Chase
Bank, N.A., Regions Bank, Capital One, N.A., Rabobank Nederland, Suntrust Bank, Compass Bank, Whitney National Bank, Societe Generale, and CoBank ACB). The amendment was dated as of November 5, 2010 and became fully effective as of November 8,
2010.

The amendment was made to facilitate a possible strategic acquisition contemplated by the Company and planned
expansions of existing facilities in Houston and Amsterdam. In conjunction with the amendment, the Company also exercised the accordion feature of the credit facility, with the consent of the banks committing the additional funds,
increasing the total lender commitment under the facility by $25 million to a total of $200 million.



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The amendment made the
following changes to the credit facility financial covenants:

 permitted investments that (i) were disclosed to
JPMorgan Chase prior to the effective date of the amendment, (ii) are in an amount not exceeding $60 million, and (iii) are consummated before March 31, 2011.

 increased the limit on capital expenditures for calendar year 2011 from $40 million to $75 million.

 increased the permitted specially-defined maximum consolidated total leverage ratio, measured as of the last day of the fiscal quarter, to 3.75 to 1 for the fourth quarter of 2010 and each quarter
in 2011 and 3.25 to 1 for each quarter thereafter (under the prior terms, the maximum ratio was 3.5 to 1 for the fourth quarter of 2010, 3.25 to 1 for each quarter in 2011, and 3.0 to 1 for each quarter thereafter).

The foregoing description of the Second Amendment to Credit Agreement does not purport to describe all of the terms of the amendment and
is qualified in its entirety by reference to the complete text of the agreement, which is filed as Exhibit 4.3 to this Form 10-Q and is incorporated herein by reference. The agreement has been filed to provide investors with information regarding
its terms, but not to provide any other factual information about the Company. Any representations and warranties and other provisions of the agreements should not be relied on by investors as statements of fact. For a description of the Credit
Agreement before amendment, see our current report on Form 8-K filed with the SEC on November 17, 2009.

JPMorgan Chase
Bank, N.A. provides ongoing commercial banking services, including custodial and cash management services, to the Company, for which it receives customary fees and reimbursement of expenses. JPMorgan Chase Bank, N.A. also received an amendment fee,
which it shared with the other banks committing additional funds. Its affiliate JPMorgan Securities, Inc. arranged for the amendment to the Credit Agreement as well as the original Credit Agreement and the Guarantee and Collateral Agreement
associated with the Credit Agreement, for which services it received customary fees.

Amendment to Bylaws

On November 4, 2010, our board of directors amended our Bylaws in order to:

 remove any doubt as to the authority of the Board of Directors to make director nominations and to bring any other business that it
sees fit before an annual meeting of stockholders.

 clarify the right of the ED&F Man group to make nominations to
the Board of Directors or propose any other business at an annual meeting of stockholders without complying with the notice procedures applicable to all other stockholders.

 clarify that only such business as is specified by the person or group calling a special meeting shall be included in the notice of such meeting.

 clarify the process by which the ED&F Man group may nominate persons for election as directors at a special meeting of the
stockholders.

 correct section references and fix inconsistencies throughout.

The foregoing description of the amendments to the Bylaws does not purport to describe all of the terms of the amendments and is
qualified in its entirety by reference to the complete text of the Amended and Restated Bylaws, which are filed as Exhibit 3.2 to this Form 10-Q and are incorporated herein by reference.

Compensation Increase

On November 4, 2010, the Board of Directors
approved a grant of 100,000 shares of Class A common stock to James B. Jenkins, the interim Chief Executive Officer. Mr. Jenkins was granted this bonus of restricted stock in order to align his compensation more closely with the
performance of our Company. The grant was made pursuant to the 2010 Incentive Compensation Plan, which is outlined in the section titled Proposal 3 in our Proxy Statement filed on May 18, 2010. The restricted stock will vest (i.e.
no longer be subject to possible forfeiture) over a three year period, with one-third of the stock vesting at the end of each year. Pursuant to the terms of the 2010 Incentive Compensation Plan, Mr. Jenkins will have the right to vote and
receive dividends on the vested and unvested restricted stock.



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|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:
November 9, 2010



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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                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|               | 
|2.1            |  | Amended and Restated Transaction Agreement, dated May 1, 2009, among Westway Group, Inc. (formerly known as Shermen WSC Acquisition Corp.), Terminal Merger Sub LLC, Feed
Merger Sub LLC, ED&F Man Holdings Limited, Agman Louisiana, Inc. (formerly known as Westway Holdings Corporation), Westway Terminal Company Inc. and Westway Feed Products, Inc. (incorporated by reference to Exhibit 2.1 of the Companys
Current Report on Form 8-K filed with the SEC on May 8, 2009)
|               | 
|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                                                                                                                                                                                                                                                                                                                                                                                                                         
|               | 
|4.1            |  | Founder Warrant Agreement, dated as of May 30, 2007, between the Company and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to
Exhibit 4.6 of the Companys Registration Statement on Form S-1/A filed with the SEC on May 17, 2007)                                                                                                                                                                                                      
|               | 
|4.2            |  | Amendment No. 1 to Founder Warrant Agreement, dated August 30, 2010, between Westway Group, Inc. and Continental Stock Transfer & Trust Company (incorporated by reference
to Exhibit 4.1 of the Companys Current Report on Form 8-K filed with the SEC on August 31, 2010)                                                                                                                                                                                                       
|               | 
|4.3            |  | Second Amendment to Credit Agreement, dated as of November 5, 2010, among Westway Group, Inc. as borrower, JPMorgan Chase bank, N.A., as administrative agent, and the lenders
from time to time party thereto                                                                                                                                                                                                                                                                     
|               | 
|10.1           |  | Amended and Restated Offer to Purchase and Exchange dated September 8, 2010, as amended (incorporated by reference to Exhibit (a)(1)(E) of the Companys Amendment No. 3 to
Tender Offer Statement on Schedule TO-I/A filed with the SEC on September 8, 2010, as amended by Amendment No. 4 to Tender Offer Statement on Schedule TO-I/A filed with the SEC on September 17, 2010)                                                                                                
|               | 
|10.2           |  | Amended and Restated Letter of Transmittal (including Guidelines of the Internal Revenue Service for Certification of Taxpayer Identification Number on Substitute Form W-9)
(incorporated by reference to Exhibit (a)(1)(F) of the Companys Amendment No. 3 to Tender Offer Statement on Schedule TO-I/A filed with the SEC on September 8, 2010)                                                                                                                                
|               | 
|10.2           |  | Amendment No. 1 to Founder Warrant Agreement, dated August 30, 2010, between Westway Group, Inc. and Continental Stock Transfer & Trust Company (incorporated by reference
to Exhibit 4.1 of the Companys Current Report on Form 8-K filed with the SEC on August 31, 2010)                                                                                                                                                                                                       
|               | 
|10.3           |  | Consulting Agreement between Wayne Driggers and Westway Group, Inc. dated September 16, 2010 (incorporated by reference to Exhibit 10.1 of the Companys Current Report on
Form 8-K filed with the SEC on September 17, 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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