Titan America is a leading vertically integrated, multi-regional manufacturer and supplier of heavy building materials and services operating primarily on the Eastern Seaboard of the United States (the “Eastern Seaboard”). We are a leading provider of materials that contribute to lower carbon emissions than traditional building materials and/or beneficial reuse of waste materials. We are a leading provider of heavy building materials in Florida, the New York and New Jersey Metropolitan area (“Metro New York”), Virginia, North Carolina and South Carolina (Virginia and the Carolinas, together with Metro New York and their adjacent areas, the “Mid-Atlantic”). We serve markets that benefit from population growth, economic growth and technology and innovation trends that are among the strongest in the United States. We have built what we believe is a unique and differentiated building materials platform in the markets we serve. Today, our manufacturing, logistics and customer support capabilities span across critical building materials and products, including cement and supplementary cementitious materials (“SCMs”), aggregates, ready-mix concrete, concrete block and other ancillary products. Additionally, we believe that our market leadership in lower carbon cement and green concrete solutions positions us to benefit from growing demand for building materials that contribute to lower carbon emissions. We believe our vertically integrated business model and continued investment in our extensive logistical capabilities have enabled us to grow with our diverse customer base across infrastructure, residential and non-residential end markets. By leveraging these competitive advantages across our two reportable segments, the Mid-Atlantic and Florida, we believe that we are in a strong position to drive meaningful growth and enhanced profitability into the future. Our executive management team has led Titan America to experience growth in scale, product portfolio and geographic footprint. This growth was driven by our management team’s targeted investment strategy, which has enhanced production capacity and strengthened distribution and logistics capabilities in high-growth markets. These efforts include expanding cement and SCM storage, scaling import capacity and leveraging digital investments to optimize logistics execution and boost asset reliability across our vertically integrated operations. Between fiscal years 2013 and 2023, we have grown our sales from $539 million to approximately $1.6 billion (an 11% compound annual growth rate (“CAGR”)), our net income went from a loss of $65.4 million to a positive $155.2 million and our Adjusted EBITDA increased from $36 million to $328 million (a 25% CAGR), while our net income margin has grown from negative 12% to positive 10% during that same period. As a result of our continuous investment program to modernize and scale our operations, we have experienced 50% revenue growth, 150% net income growth and 65% Adjusted EBITDA growth from fiscal 2019 to fiscal 2023. Additionally, we have reduced our cement operations CO2 emissions per metric ton of cementitious materials by 18%, from 718 kg of net CO2 per metric ton in 2019 to 587 kg of net CO2 per metric ton in 2023. Our scaled, vertically integrated network of more than 100 facilities includes some of the largest cement plants, import terminals, mines, ready-mix concrete plants, fly ash processing plants and concrete block production lines in our core markets. Our cement plants are capable of producing approximately 3.8 million tons of cement annually, over 95% of which contains up to 10% lower CO2 emissions than standard use ordinary Portland cement (“Lower-Carbon Cement”). Our cement manufacturing activities are supported by a network of mining operations containing a total of 474 million tons of reserves as of May 1, 2024, which we are in the process of expanding through various opportunities. --- Since our initial investment in the Essex Cement import terminal in Metro New York in 1989, we believe we have built one of the most comprehensive, capable and reliable building materials platforms on the Eastern Seaboard through focused and strategic investments. In 1992, we acquired 59% of Roanoke Cement Company and all its related assets, establishing our domestic manufacturing and regional distribution capabilities in the Mid-Atlantic region through the addition of the Roanoke cement plant in Troutville, Virginia (our “Roanoke Plant”), a marine import terminal in South Norfolk, Virginia (our “Norfolk Terminal”) and a rail-connected distribution network in Virginia and North Carolina. Between 1996 and 2002, we invested $110 million in our Roanoke Plant, which included a major modernization of its clinker and cement production process, as well as the addition of a preheater/precalciner, a new clinker cooler, new clinker silos, a new finish mill and a new packaged cement line. In 2000, we acquired Tarmac America Inc., including the remaining 41% of Roanoke Cement Company, giving us initial positions in ready-mix concrete and block operations across the State of Florida, as well as our Pennsuco facility in Medley, Florida (“Pennsuco”) that produces cement, aggregates, ready-mix concrete and concrete block. In 2002, we acquired Separation Technologies (“ST”), a market leader in fly ash beneficiation and marketing. Throughout the early 2000s, we made significant investments to expand and improve the logistics and import capabilities of the business establishing a cement import terminal at the Port Tampa Bay, Florida (our “Port Tampa Bay Terminal”), and modernizing the Essex import operation at Port Newark in Metro New York (our “Essex Terminal”). Between 2001 and 2006, we invested approximately $254 million in our Pennsuco plant, which included modernization efforts with the commissioning of a state-of-the-art clinker production line, significantly increasing clinker production capacity at much lower energy consumption rates, and the addition of a new finish mill and a new packaging operation. Between 2006 and 2007, we invested approximately $365 million to significantly expand our ready-mix footprint through the acquisition of the S&W Ready Mix Concrete Company (“S&W Ready Mix”), which operated 26 concrete plants in the Carolinas, the Mechanicsville Concrete Company and five plants under the Powhatan Ready Mix brand in and around Richmond, Virginia. We also completed acquisitions of three ready-mix businesses on the west coast of Florida, including nine concrete plants located in and between Tampa and Fort Myers. In addition to these acquisitions, we installed 11 greenfield ready-mix concrete plants and one block production line throughout our territory which expanded our geographic footprint and improved density of delivery and manufacturing capacity in growing markets. In early 2010, we invested in a sand mine in Sussex County, Virginia, followed by commencing our operations in New Castle, Virginia (our “Castle Sands Operation”) in 2011 and Branchville, Virginia in 2019. From 2014 to 2023, we invested $53 million in an overland conveyor and two new draglines at the Pennsuco quarry. In 2017, we entered into a long-term mining royalty agreement and began operating a crushed limestone quarry in Estero, Florida, near Fort Myers. We upgraded the operations by installing a dragline and mobile mining fleet, as well as expanding the existing permit to substantially increase the base of reserves, all of which provide a stable source of aggregates for both external sale and internal consumption. Between 2018 and 2023, we invested $52 million in modernizing our logistics network in the Mid-Atlantic, including (i) investments in increasing silo storage capacity and installation of an automated loadout system at our Roanoke Plant, (ii) expansion of the Winston-Salem, Charlotte, Selma and Wilmington rail terminals to allow for multiple products, optimized storage and distribution capabilities and (iii) installation of a hybrid loadout system at the Norfolk Terminal capable of loading both trucks and rail cars. In 2023, we completed a $73 million investment at our Port Tampa Bay Terminal and our Norfolk Terminal, constructing new domes, adding multi-product storage capacity of approximately 70,000 tons each, as well as on other repairs and refurbishments. Recent investments we have made seek to capitalize on dynamic growth themes in the U.S. economy, including decarbonization, circular economy, resilient urbanization, infrastructure modernization, refurbishment and renovation, new construction technologies and high-performance products. We believe these initiatives contribute to and will act as significant drivers of growth. We have developed new cement types requiring less carbon intensive inputs that perform equally or better than conventional cements, resulting in lower CO2 content of the final product. We have replaced over 95% of our standard use Ordinary Portland Cement (“OPC”) production with Lower-Carbon Cement, improving the CO2 emissions per ton of product by up to 10% compared to OPC. We are currently investing in the development of our Type IT cement (a ternary cement blend) that requires even less amount of clinker while delivering equal or better performance than Lower-Carbon Cement. Depending on the type of SCM used (such as fly ash, slag, calcined clay or natural pozzolans) the total reduction in clinker quantity can reach up to 50% compared to OPC cements, resulting in a significant reduction of the CO2 emissions per ton of product. We are also committed to digital transformation. We are early adopters of artificial intelligence and machine learning (“AI/ML”) technologies in our industry, which we employ to increase plant reliability and capacity utilization, improve product quality, proactively manage operating and maintenance costs and improve energy efficiency. These initiatives place our cement plants in the top five most efficient in the U.S. cement industry out of companies participating in a 2022 Portland Cement Association (“PCA”) survey. We created a Digital Center of Excellence in 2022, which has driven digital transformation across our entire supply chain and fostered continuous improvement and fine-tuning of existing industrial AI/ML solutions, as well as the development and implementation of similar solutions in our commercial and logistics activities. Our investments in state-of-the-art operations and process control systems have also resulted in the deployment of predictive maintenance systems, based on data analytics for equipment faults and process anomaly detection to improve the reliability of our operations, and predictive quality analytics that improve product quality and consistency. Throughout the United States, we operate and maintain two cement plants, three marine import terminals, seven active mine locations, 82 ready-mix locations with 92 batch plants, eight concrete block locations with 13 production lines, seven fly ash plants and 21 distribution hubs that can handle various combinations of our products. We were incorporated on July 17, 2024 as a company with limited liability, incorporated and operating under the laws of Belgium. Our principal executive offices are located at 1000 Bruxelles, Square de Meeûs 37, Belgium, which is also our registered office. We also have offices at 5700 Lake Wright Drive, Suite 300, Norfolk, Virginia.
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