8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities and Exchange Act of 1934

Date of Report (Date of earliest event reported): November 10, 2009

TERREMARK WORLDWIDE, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	1-12475	84-0873124
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One Biscayne Tower
2 South Biscayne Boulevard, Suite 2900
Miami, Florida 33131

(Address of Principal Executive Office)

Registrant’s telephone number, including area code (305) 856-3200

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02 Results of Operations and Financial Condition.

     The information set forth in Item 7.01 to this Current Report on Form 8-K is incorporated by reference in this Item 2.02.

ITEM 7.01 Regulation FD Disclosure.

     On November 9, 2009, Terremark Worldwide, Inc. (the “Company”) issued a press release disclosing certain financial information about the Company. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference in this Item 7.01.

     Statements contained in the attached press release are made pursuant to the Safe Harbor for forward-looking statements described in the Private Securities Litigation Reform Act of 1995. In these communications, the Company may make certain statements that are forward-looking, such as statements regarding the Company’s future results and plans and anticipated trends in the industry and economies in which the Company operates. These forward-looking statements are the Company’s expectations on the day of the press release, and the Company will make no efforts to update these expectations based on subsequent events or knowledge. These forward-looking statements are based on the Company’s current expectations and are subject to a number of risks, uncertainties, and assumptions, including that the Company’s revenue may differ from that projected; that the Company may be further impacted by slowdowns, postponements or cancellations in the Company’s clients’ businesses, or deterioration in the financial condition of the Company’s clients; that the Company’s targeted service markets may not expand as the Company expects; that the Company may experience delays in the awarding of customer contracts; that the Company’s reserves and allowances may be inadequate, or the carrying value of the Company’s assets may be impaired; that the Company may experience increased costs associated with realigning the Company’s business, or may be unsuccessful in those efforts and any of the other risks contained in the Company’s Annual Report on Form 10-K. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from the results expressed or implied in any forward-looking statements made by the Company in these communications. These and other risks, uncertainties, and assumptions are detailed in documents filed by the Company with the Securities and Exchange Commission. The Company does not undertake any obligation to revise these forward-looking statements to reflect future events or circumstances.

     The information contained in Items 2.02 and 7.01 to this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing by the Company under the Securities Act of 1933, as amended.

ITEM 9.01. Financial Statements and Exhibits.

     (d) Exhibits.

Exhibit
Number		Description
	99.1	Press release, dated November 9, 2009

2

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 hereunto duly authorized.

	TERREMARK WORLDWIDE, INC.
Date: November 10, 2009	By:	/s/ Jose A. Segrera
		Jose A. Segrera
		Chief Financial Officer

3

EXHIBIT INDEX

Exhibit
Number		Description
	99.1	Press release, dated November 9, 2009

4

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Terremark Worldwide Reports Second Quarter
Fiscal Year 2010 Results

Company Continues Strong Revenue and EBITDA Growth

• Total revenues for the quarter ended September 30, 2009 were $69.8 million, representing an 17% year-over-year increase

• EBITDA, as adjusted, was $18.0 million for the quarter, representing a 82% year-over-year increase

• Income from operations was $6.6 million for the quarter ended September 30, 2009

• Bookings were a record $34.2 million for the quarter

• 64 new customers were added in the quarter

MIAMI — November 9, 2009 — Terremark Worldwide, Inc. (NASDAQ:TMRK), a leading global provider of managed IT infrastructure services, today reported its results for the quarter ended September 30, 2009. Terremark’s revenues for the quarter were at the high-end of previously announced guidance with total revenues of $69.8 million.

“Terremark’s exceptional performance this quarter was driven by robust customer demand for our suite of services and our persistent focus on the execution of our business plan,” said Manuel D. Medina, Chairman and CEO of Terremark. “As evidenced by our success in the cloud computing market, in particular with large Federal government agencies, our drive to deliver a suite of fully reliable, leading-edge solutions continues to drive strong quarterly results for our company.”

“With solid results over the first half of the fiscal year and strong visibility into the business, we are well positioned to meet our targets across the key metrics by which we measure success,” said Jose Segrera, Terremark’s CFO. “Our strategic allocation of capital to enhance our product set and execute our expansion plans will help to continue driving strong long-term growth.”

     Q2 FY10 Financial Highlights

• Total revenues for the quarter ended September 30, 2009 were $69.8 million, which is in-line with previously announced guidance and representing a 17% year-over-year increase.

• EBITDA, as adjusted, for the quarter ended September 30, 2009 was $18.0 million, in-line with previously announced guidance. EBITDA, as adjusted, is defined as income (loss) from operations less depreciation, amortization, integration expenses, certain legal and professional costs, litigation and employment settlements, share-based payments, including share-settled liabilities and other non-cash expenses. EBITDA, as adjusted, should be considered in addition to, but not in lieu of, income (loss) from operations reported under generally accepted accounting principles (GAAP).

• Income from operations for the second quarter was $6.6 million for the quarter ended September 30, 2009.

• Cross connects billed to customers increased to 8,789 as of September 30, 2009 from 7,459 a year earlier, representing an 18% year-over-year rise. The continued increase in cross connects billed to customers underscores the compelling value of Terremark’s network-neutral model.

• Total colocation space utilization increased to 29.8% as of September 30, 2009 from 28.3% as of June 30, 2009. Utilization of built-out colocation space was 64.3% as of September 30, 2009, an increase from 60.5% as of June 30, 2009.

Business Highlights

Sales and Marketing

• During the quarter ended September 30, 2009, Terremark added 64 new customers, for a total of 1,119 customers at the end of the period.

• Terremark booked $34.2 million of new annual contract value in the quarter ended September 30, 2009, which represents the highest bookings quarter in the company’s history.

Operations

• In October, Terremark announced the most recent addition to its portfolio of virtualized solutions with the launch of cloud-enabled disaster recovery services. Terremark’s Virtualized Disaster Recovery offering provides customers with leading- edge, proven solutions that leverage the company’s enterprise-class cloud computing platform to deliver fully secure, pre-provisioned computing and network capacity with advanced data replication and fully managed data center failover.

Facilities

• Terremark secured approximately $3 million of new bookings in the quarter from customer upsells for the expansion of its Santa Clara facility. The company expects to break ground on the expansion in the coming weeks, and the company continues to anticipate a completion date and customer deployments in the first quarter of fiscal 2011.

• Construction of the second datacenter at Terremark’s NAP of the Capital Region campus continues on budget and on schedule for completion in the fourth quarter of fiscal year 2010.

Business Outlook

• For the third quarter of fiscal 2010, the Company expects revenues to range from $73.0 million to $76.0 million and EBITDA, as adjusted, to range from $19.0 million to $21.0 million.

• For the full 2010 fiscal year, the Company maintains guidance of revenues between $290 million to $300 million and EBITDA, as adjusted, to range from $80 million to $85 million.

The foregoing statements regarding targets for the quarter and full year are forward-looking and actual results may differ materially. These are the Company’s targets, not predictions of actual performance.

Conference Call Information

• The Company will hold a conference call today, November 9, 2009 at 5:00 p.m. ET, to discuss all of the above.

• To hear the conference call live, dial 800-561-2718 (domestic) or 617-614-3525 (international) five to ten minutes before the call and reference the passcode TMRK Call.

• A simultaneous live Webcast of the call will be available on the Internet at http://www.terremark.com, under the Investor Relations heading.

• A replay of the call will be available beginning on Monday, November 9, 2009 at 8:00 p.m. (ET) by dialing 888-286-8010 (domestic) or 617-801-6888 (international) and providing the following replay code: 70611074. In addition, the Webcast will be available on the Company’s web site at http://www.terremark.com.

Additional information regarding the Company’s financial performance as of and for the quarter ended September 30, 2009 and a comparison to the year-to-date and the quarter ended September 30, 2008 can be found on the attached balance sheet and statement of operations and in the Company’s Quarterly Report on Form 10-Q.

About Terremark Worldwide, Inc.

Terremark Worldwide (NASDAQ:TMRK) is a leading global provider of IT infrastructure services delivered on the industry’s most robust and advanced technology platform. Leveraging data centers in the United States, Europe and Latin America with access to massive and diverse network connectivity, Terremark delivers government and enterprise customers a comprehensive suite of managed solutions including managed hosting, colocation, disaster recovery, security, and cloud computing services. Terremark’s Enterprise Cloud computing architecture delivers the agility, scale and economic benefits of cloud computing to mission-critical enterprise and Web 2.0 applications and its DigitalOps^® service platform combines end-to-end systems management workflow with a comprehensive customer portal. More information about Terremark Worldwide can be found at http://www.terremark.com.

Statements contained in this press release may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Terremark’s actual results may differ materially from those set forth in the forward-looking statements due to a number of risks, ability to cross-sell across an acquired customer base, ability to increase revenue yields within facilities, ability to refinance existing debt, uncertainties and other factors, as discussed in Terremark’s filings with the SEC. These factors include, without limitation, Terremark’s ability to obtain funding for its business plans, uncertainty in the demand for Terremark’s services or products and Terremark’s ability to manage its growth, and the successful integration of operations of acquired companies. Terremark does not assume any obligation to update these forward-looking statements.

###

Non-GAAP Financial Measures

Terremark continues to provide all information required in accordance with generally accepted accounting principles (GAAP), but it believes that evaluating its ongoing operating results may be difficult if limited to reviewing only GAAP financial measures. Accordingly, Terremark uses non-GAAP financial measures, such as EBITDA, as adjusted. In presenting these non-GAAP financial measures, Terremark excludes certain items that it believes are not good indicators of the Company’s current or future operating performance. These items are depreciation, amortization, integration expenses, certain legal and professional costs, litigation and employment settlements, other non-cash expenses and share-based payments, including share-settled liabilities.

Terremark intends to calculate the various non-GAAP financial measures in future periods on a basis consistent with its calculation of those measures for the three and six months ended September 30, 2009 and 2008 and the three months ended June 30, 2009, presented within this press release.

CONTACT:
Media Relations
Terremark Worldwide, Inc., Miami
Xavier Gonzalez
305-961-3134
xgonzalez@terremark.com

Investor Relations
Terremark Worldwide, Inc.
Hunter Blankenbaker
305-961-3109
hblankenbaker@terremark.com

Terremark Worldwide, Inc.
Condensed Consolidated Balance Sheets
(in thousands)
(unaudited)

	September 30,			June 30,			September 30,
	2009			2009			2008
Assets
Current assets
Cash and cash equivalents	$	130,724		$	147,229		$	58,781
Restricted cash		—			—			1,886
Accounts receivable, net		37,677			41,797			31,607
Prepaid expenses and other current assets		11,951			11,359			11,283
Total current assets		180,352			200,385			103,557
Property and equipment, net		327,488			307,939			283,883
Debt issuance costs, net		3,362			1,983			8,264
Other assets		13,602			12,682			11,377
Intangibles, net		11,879			12,385			14,205
Goodwill		86,139			86,139			86,139
Total assets	$	622,822		$	621,513		$	507,425
Liabilities and Stockholder’s Equity
Current liabilities
Current portion of capital lease obligations and secured loans	$	3,068		$	2,964		$	4,236
Accounts payable and other current liabilities		64,118			59,885			59,879
Current portion of convertible debt		—			—			30,639
Total current liabilities		67,186			62,849			94,754
Secured loans, less current portion		387,596			386,991			250,951
Convertible debt, less current portion		57,192			57,192			57,192
Deferred rent and other liabilities		16,114			15,700			9,760
Deferred revenue		8,028			8,677			8,133
Total liabilities		536,116			531,409			420,790
Commitments and contingencies		—			—			—
Stockholders’ equity
Series I convertible preferred stock		—			—			—
Common stock		65			64			59
Common stock warrants		8,927			8,927			11,102
Additional paid-in capital		452,591			449,559			424,000
Accumulated deficit		(375,408	)		(368,172	)		(348,456	)
Accumulated other comprehensive gain (loss)		531			(274	)		(70	)
Total stockholders’ equity		86,706			90,104			86,635
Total liabilities and stockholders’ equity	$	622,822		$	621,513		$	507,425

Terremark Worldwide, Inc.
Condensed Consolidated Statements of Operations
(in thousands, except per share data)
(unaudited)

	For the Three Months Ended
	September 30,			June 30,			September 30,
	2009			2009			2008
Revenues	$	69,803		$	65,761		$	59,581
Expenses
Cost of revenues, excluding depreciation and amortization		39,757			36,725			35,130
General and administrative		8,479			8,236			11,000
Sales and marketing		6,099			6,276			6,759
Depreciation and amortization		8,894			8,872			6,904
Operating expenses		63,229			60,109			59,793
Income (loss) from operations		6,574			5,652			(212	)
Other (expenses) income
Interest expense		(13,929	)		(9,064	)		(6,596	)
Loss on early extinguishment of debt		—			(10,275	)		—
Change in fair value of derivatives		61			(1,500	)		(1,481	)
Interest income		119			93			207
Other		265			490			—
Total other expenses		(13,484	)		(20,256	)		(7,870	)
Loss before income taxes		(6,910	)		(14,604	)		(8,082	)
Income tax expense		(326	)		(574	)		(94	)
Net loss		(7,236	)		(15,178	)		(8,176	)
Preferred dividend		(235	)		(234	)		(195	)
Net loss attributable to common stockholders	$	(7,471	)	$	(15,412	)	$	(8,371	)
Net loss per common share:
Basic and diluted	$	(0.12	)	$	(0.25	)	$	(0.14	)
Weighted average common shares outstanding - basic and diluted		64,669			61,413			59,304
Reconciliation of income (loss) from operations to EBITDA, as adjusted:
Income (loss) from operations		6,574			5,652			(212	)
Depreciation and amortization		8,894			8,872			6,904
Share-based payments, including share-settled liabilities		2,116			2,032			2,164
Certain legal and professional costs		288			104			1,017
Litigation and employment settlements		103			40			—
EBITDA, as adjusted	$	17,975		$	16,700		$	9,873
Calculation of Gross Profit Margin:
Revenues		69,803			65,761			59,581
Less:
Cost of revenues, excluding depreciation and amortization		39,757			36,725			35,130
Gross profit	$	30,046		$	29,036		$	24,451
Gross Profit Margin as a % of Revenues		43	%		44	%		41	%

Terremark Worldwide, Inc.
Condensed Consolidated Statements of Operations
(in thousands, except per share data)
(unaudited)

	For the Six Months Ended
	September 30,			September 30,
	2009			2008
Revenues	$	135,564		$	115,697
Expenses
Cost of revenues, excluding depreciation and amortization		76,482			67,217
General and administrative		16,715			19,950
Sales and marketing		12,375			12,478
Depreciation and amortization		17,766			12,548
Operating expenses		123,338			112,193
Income from operations		12,226			3,504
Other (expenses) income
Interest expense		(22,993	)		(13,647	)
Loss on early extinguishment of debt		(10,275	)		—
Change in fair value of derivatives		(1,439	)		4,153
Interest income		212			755
Other		755			—
Total other expenses		(33,740	)		(8,739	)
Loss before income taxes		(21,514	)		(5,235	)
Income tax expense		(900	)		(795	)
Net loss		(22,414	)		(6,030	)
Preferred dividend		(469	)		(391	)
Net loss attributable to common stockholders	$	(22,883	)	$	(6,421	)
Net loss per common share:
Basic and diluted	$	(0.36	)	$	(0.11	)
Weighted average common shares outstanding — basic and diluted		63,050			59,245
Reconciliation of Income from Operations to EBITDA, as adjusted:
Income from operations		12,226			3,504
Depreciation and amortization		17,766			12,548
Share-based payments, including share-settled liabilities		4,148			3,158
Certain legal and professional costs		393			1,269
Litigation and employment settlements		142			—
Other non-cash expenses		—			384
EBITDA, as adjusted	$	34,675		$	20,863
Calculation of Gross Profit Margin:
Revenues		135,564			115,697
Less:
Cost of revenues, excluding depreciation and amortization		76,482			67,217
Gross profit	$	59,082		$	48,480
Gross Profit Margin as a % of Revenues		44	%		42	%