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): February 9, 2005

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.)

2601 S. Bayshore Drive
Miami, Florida 33133

(Address of principal executive office)

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

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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.

     On February 9, 2005, Terremark Worldwide, Inc. announced its financial results for the quarter ended December 31, 2004. The full text of the press release issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K.

     The information in this Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 7.01 Regulation FD Disclosure.

     On February 9, 2005, Terremark Worldwide, Inc. announced its financial results for the quarter ended December 31, 2004. The full text of the press release issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K.

     The information in this Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits

     (a) Financial Statements of Businesses Acquired

Not Applicable.

     (b) Pro Forma Financial Information

Not Applicable.

     (c) Exhibits

Exhibit No.	Document
99.1	Press Release dated February 9, 2005

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: February 9, 2005	By:	/s/ Jose Segrera
		Name: Jose Segrera
		Title:  Chief Financial Officer

3

Index to Exhibits

Exhibit No.	Exhibit Title
99.1	Press Release dated February 9, 2005

EX-99.1

Exhibit 99.1

2601 S. Bayshore Drive, 9th floor, Miami, Florida 33133 Office (305) 856-3200    n     Fax (305) 856-8190

For Immediate Release

TERREMARK WORLDWIDE REPORTS THIRD QUARTER
RESULTS

Quarterly Data Center Revenues Increased 299% Over Prior Year and
131% Over Prior Quarter

MIAMI, FL (February 9, 2005) – Terremark Worldwide, Inc. (AMEX:TWW), a leading operator of integrated Tier-1 Internet exchanges and best-in-class network services, today reported its results for the quarter ended December 31, 2004.

Primarily driven by the completion of two technology infrastructure build-outs amounting to $9.4 million, Terremark’s consolidated revenue for the quarter ended December 31, 2004 was $18.6 million, representing an increase of 282% over the same quarter last year and of 126% over the previous quarter. Data Center revenue increased to $18.3 million for the quarter ended December 31, 2004, representing an increase of 299% over the same quarter last year and of 131% over the previous quarter. The percentage of data center revenue derived from public sector customers increased to 64% for the quarter ended December 31, 2004 from 19% for each of the quarters ended December 31, 2003 and September 30, 2004. Terremark’s public sector customers include federal and local government entities.

Loss from operations for the quarter ended December 31, 2004 was $3.2 million, representing a 36% improvement over the same quarter last year, and a 26% improvement over the previous quarter.

EBITDA loss, as adjusted, for the quarter ended December 31, 2004 was $1.8 million, representing a 50% improvement over the same quarter last year, and a 38% improvement over the previous quarter.

-more-

TERREMARK WORLDWIDE REPORTS THIRD QUARTER RESULTS
Page 2 of 6

EBITDA, as adjusted, is defined as loss from operations less depreciation, amortization and stock based compensation. EBITDA, as adjusted, should be considered in addition to, but not in lieu of, loss from operations reported under GAAP.

As a result of our acquisition of the entity that owns the building that houses the NAP of the Americas, we significantly increased our net colocation space available for customers. The following table details our total net available colocation space for customers and the amount of such space already built-out, along with the respective utilization rates for all our worldwide facilities:

	As of
	March 31, 2004			December 31, 2004
Total net colocation space (sq. ft.)		176,000			356,000
Utilization		13.2	%		7.7	%
Built-out total net colocation space (sq. ft.)		75,000			83,000
Utilization		30.8	%		33.0	%

Cross connects billed to customers increased by 96% to 1,935 as of December 31, 2004 from 989 as of December 31, 2003.

Additional information regarding the Company’s financial performance as of and for the quarter and nine months ended December 31, 2004 and a comparison to the quarter and nine months ended December 31, 2003 can be found on the attached balance sheet and statement of operations and in the Company’s Quarterly Report on Form 10-Q.

Highlights of this quarter include:

•   Purchasing the Technology Center of the Americas, home of the NAP of the Americas.

•   Signing new multi-year customer contracts, including Broadwing Communications, Broadband One, MCI Worldcom Network Services and FLAG Telecom Network USA.

•   Penetrating the health care sector with Jackson Memorial Hospital becoming a customer.

•   Expanding additional services to existing customers, including Akamai, Bantel International Corporation, Conectium USA, Crescent Heights of America, Nortel Unisys, Sunrise Switzerland and Tyco Communications.

•   Receiving the Company of the Year in IT/Telecommunications Award from Miami’s Economic Development Agency, the Beacon Council.

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TERREMARK WORLDWIDE REPORTS THIRD QUARTER RESULTS
Page 3 of 6

“We are very excited by the momentum built up during this quarter,” said Manuel D. Medina, Chairman and CEO of Terremark Worldwide, Inc. “Not only did we purchase the entity that owns the building that houses the NAP of the Americas in order to ensure that we have control of our future, but our customers, particularly those in the public sector, continue to make significant infrastructure investments as part of their deployments at our facilities. “

Business Outlook

The Company is updating its guidance for fiscal year ending March 31, 2005 and providing guidance for fiscal year 2006. For our fiscal year ending March 31, 2005, the Company expects revenues to range from $47.0 million to $60.0 million, and EBITDA, as adjusted, to range from $(8.0) million to $1.5 million. The Company also expects capital expenditures for fiscal year 2005 to be in the range of $8.0 million to $11.0 million, exclusive of the purchase of the TECOTA building. The range in the guidance is due to the uncertain timing of the exercise of service options under current customer contracts and the signing of specific new customer contracts.

     For the fiscal year ending March 31, 2006, the Company expects revenues to be in the range of $95.0 million to $110.0 million and EBITDA, as adjusted, to range from $35 million to $45 million. The Company also expects capital expenditures for fiscal year 2006 to be in the range of $8.0 million to $10.0 million.

About Terremark Worldwide, Inc.

Terremark Worldwide, Inc. (AMEX:TWW) is a leading operator of integrated Tier-1 Internet exchanges and best-in-class network services, creating technology marketplaces in strategic global locations. Terremark is the owner and operator of the NAP of the Americas, the model for its carrier-neutral Internet exchanges the company has in Santa Clara, California (NAP of the Americas/West), in Sao Paulo, Brazil (NAP do Brasil) and in Madrid, Spain (NAP de las Americas — Madrid). The carrier-neutral NAP of the Americas is a state-of-the-art facility that provides exchange point, collocation and managed services to carriers, Internet service providers, network service providers, government entities, multi-national enterprises and other end users. The NAP, which connects fiber networks in Latin America, Europe, Asia and Africa to those in the U.S., enables customers to freely choose among the many carriers available at the TerreNAP Centers to do business. Terremark is headquartered at 2601 S. Bayshore Drive, 9th Floor, Miami, Florida USA, (305) 856-3200. 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, 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. Terremark does not assume any obligation to update these forward-looking statements.

Contacts:

Terremark Worldwide, Inc., Miami
Sandra Gonzalez-Levy, 305-860-7829
sgonzalez-levy@terremark.com

TERREMARK WORLDWIDE REPORTS THIRD QUARTER RESULTS
Page 4 of 6

Media Relations
Edelman
Monica Glukstad
305-358-5291
Monica.glukstad@edelman.com

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 non-cash items that it believes are not good indicators of the Company’s current or future operating performance. These non-cash items are depreciation, amortization and stock-based compensation.

Terremark intends to calculate the various non-GAAP financial measures in future periods consistent with how it calculated those measures for the three months ended December 31, 2004 and 2003 and September 30, 2004, presented within this press release.

TERREMARK WORLDWIDE REPORTS THIRD QUARTER RESULTS

	December 31,			March 31,
	2004			2004
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	15,814,894			4,378,614
Restricted cash		11,637,692			—
Accounts receivable, net of allowance for doubtful accounts of $200,000 at December and March		3,333,795			3,214,101
Current portion of capital lease receivable		1,577,760			—
Note receivable		—			2,285,000
Contracts receivable		40,014			363,043
Prepaid and other current assets ( $470,967 and $499,009 due from related parties)		716,462			1,115,230
Deferred costs under government contracts		1,766,398			—
Total current assets		34,887,015			11,355,988
Investment in unconsolidated entities, net		—			725,319
Restricted cash		5,621,020			789,476
Property and equipment, net		121,800,043			53,897,716
Debt issuance costs		9,699,508			488,971
Other assets		1,959,105			175,363
Capital lease receivable, net of current portion		4,615,431			—
Goodwill		9,999,870			9,999,870
Total assets	$	188,581,992		$	77,432,703
Liabilities and Stockholders Equity (Deficit)
Current liabilities:
Note payable to a former owner of TECOTA		7,244,489			—
Current portion of mortgage payable		680,303			—
Current portion of notes payable ($4,325,010 due to related parties at March 31)		4,644,600			9,194,145
Construction payables		2,134,713			1,363,554
Accounts payable and accrued expenses		16,075,937			7,067,319
Current portion of capital lease obligations		1,051,239			1,799,726
Interest payable		512,328			1,952,978
Current portion of unearned interest		533,135			—
Convertible debt		—			250,000
Total current liabilities		32,876,744			21,627,722
Mortgage payable		46,119,108			—
Convertible debt		53,017,846			36,895,239
Derivatives embedded within convertible debt, at estimated fair value		21,139,875			—
Notes payable, less current portion (includes $31,191,967 due to related parties at March 31)		23,417,655			31,311,894
Deferred rent		1,751,194			6,938,454
Capital lease obligations, less current portion		137,360			105,886
Unearned interest under capital lease receivables		781,859			—
Deferred revenue		2,640,424			2,686,396
Series H redeemable convertible preferred stock: $.001 par value, 294 shares issued and outstanding, at liquidation value		609,208			586,718
Total liabilities		182,491,273			100,152,309
Minority interest		76,614			—
Commitments and contingencies		—			—
Stockholder’s equity (deficit):
Series G convertible preferred stock: $.001 par value, 20 shares issued and outstanding (liquidation value of approximately $2.9 million)		1			1
Series I convertible preferred stock: $.001 par value, 400 shares issued and outstanding (liquidation value of approximately $10.3 million and $10.0 million)		1			1
Common stock: $.001 par value, 600,000,000 shares authorized; 363,107,197 and 311,227,482 shares issued		363,107			311,227
Common stock warrants		13,715,949			3,642,006
Common stock options		1,545,375			1,545,375
Additional paid-in capital		238,020,476			213,596,501
Accumulated deficit		(239,865,271	)		(236,814,717	)
Accumulated other comprehensive loss		(544,896	)		—
Treasury stock: 8,652,016 shares		(7,220,637	)		—
Note receivable — related party		—			(5,000,000	)
Total stockholders’ equity (deficit)		6,014,105			(22,719,606	)
Total liabilities and stockholders’ equity (deficit)	$	188,581,992		$	77,432,703

TERREMARK WORLDWIDE REPORTS THIRD QUARTER RESULTS

	For the three months ended
	December 31,			September 30,			December 31,
	2004			2004			2003
	(Unaudited)
Revenues
Data center — services	$	8,925,815		$	7,914,744		$	4,591,996
Data center — technology infrastructure build outs		9,393,896						—
Development, commission and construction fees		—						—
Management fees		53,905			47,381			43,730
Construction contracts		187,914			255,987			229,364
Operating revenues		18,561,530			8,218,112			4,865,090
Expenses
Data center operations — services, excluding depreciation (includes $5,818,784 and $3,072,161 (nine months) and $1,939,595 and $1,293,063 (three months) in rent expense with a related party		7,975,918			6,463,989			4,664,026
Datac center operations — technology infrastructure build-out		7,406,149			—			—
Construction contract expenses, excluding depreciation		179,938			243,467			228,957
General and administrative		3,471,807			3,417,332			2,855,910
Sales and marketing		1,370,144			1,062,773			815,539
Depreciation and amortization		1,327,338			1,296,305			1,218,886
Operating expenses		21,731,294			12,483,866			9,783,318
Loss from operations		(3,169,764	)		(4,265,754	)		(4,918,228	)
Other income (expenses)
Change in fair value of derivatives embedded within convertible debt		664,125			10,375,875			—
Gain on debt restructuring and extinguishment, net		—			—			—
Interest expense		(2,954,678	)		(3,449,314	)		(4,273,353	)
Interest income		135,144			129,924			44,886
Other, net		37,057			23,406			(5,043	)
Total other income (expenses)		(2,118,352	)		7,079,891			(4,233,510	)
Income (loss) before income taxes		(5,288,116	)		2,814,137			(9,151,738	)
Income taxes		—			—			—
Net income (loss)		(5,288,116	)		2,814,137			(9,151,738	)
Preferred dividend		(235,000	)		(244,511	)		(40,000	)
Net income (loss) attributable to common shareholders	$	(5,523,116	)	$	2,569,626		$	(9,191,738	)
Basic and diluted net income (loss) per common share	$	(0.02	)	$	0.01		$	(0.03	)
Weighted average common shares outstanding		351,351,808			350,660,029			308,875,973
Reconciliation of Loss from Operations to EBITDA, as adjusted
Loss from operations		(3,169,764	)		(4,265,754	)		(4,918,228	)
Depreciation and amortization		1,327,338			1,296,305			1,218,886
Stock based compensation		—			—			—
EBITDA, as adjusted	$	(1,842,426	)	$	(2,969,449	)	$	(3,699,342	)