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): June 2, 2008

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 June 2, 2008, 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 June 2, 2008

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: June 2, 2008	By:	/s/ Jose A. Segrera
		Jose A. Segrera
		Chief Financial Officer

EXHIBIT INDEX

Exhibit
Number	Description
99.1	Press release, dated June 2, 2008

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Terremark Worldwide Reports Fourth Quarter,
Fiscal Year 2008 Results

• Revenues for the quarter ended March 31, 2008 were $56.8 million, representing an 85% year-over-year increase and a 14% sequential increase; revenues for fiscal year 2008 were $187.4 million, representing an 86% increase over the previous fiscal year

• EBITDA, as adjusted, for the fourth quarter was $13.5 million, representing a 152% year-over-year increase and a 20% sequential increase; EBITDA, as adjusted, for fiscal year 2008 was $39.2 million, representing a 141% increase over the prior fiscal year

• Income from operations for the fourth quarter was $6.6 million, representing a 203% year-over-year increase and a 56% sequential increase

• 61 new customers were added in the fourth quarter, bringing the total number of customers to 983

• Bookings were a record $29.6 million for the quarter ended March 31, 2008

• The Company announced that it secured Computer Sciences Corporation (NYSE:CSC) as an anchor customer in its NAP of the Capital Region (NCR)

• Driven by strong demand for Terremark’s infrastructure services at NCR, the Company has exceeded its goal of selling 20% of its first 50,000 sq. ft. data center prior to opening

• Guidance for the full 2009 fiscal year, is raised to revenues between $255 million to $260 million and EBITDA, as adjusted, to range from $58 million to $60 million

MIAMI — June 2, 2008 — Terremark Worldwide, Inc. (NASDAQ:TMRK), a leading provider of managed IT infrastructure services, today reported its results for the quarter and fiscal year ended March 31, 2008. Terremark’s results for the quarter ended March 31, 2008 were in-line with previously announced guidance with EBITDA, as adjusted, of $13.5 million and revenues of $56.8 million.

“We are very pleased with fourth quarter and fiscal 2008 results, which reflect the continued strong demand for our world-class, carrier-neutral facilities combined with our full suite of managed services, including our Infinistructure utility computing platform,” said Manuel D. Medina, Chairman and CEO of Terremark. “We believe the strong momentum will continue into fiscal 2009 and we look forward to executing on our strategy.”

“We once again met or exceeded expectations across all of our growth metrics,” said Jose Segrera, Chief Financial Officer of Terremark. “As we look toward FY2009, we are pleased with the visibility into our business driven by our significant recurring revenues, strong bookings, the initial success of NCR, and our ability to successfully attract large enterprise customers.”

Q408 Financial Highlights

• Total revenues for the quarter and fiscal year ended March 31, 2008 were $56.8 million and $187.4 million, respectively, in-line with previously announced guidance and representing increases of 14% compared to the third quarter of fiscal 2008 and 86% over the previous fiscal year, respectively.

• EBITDA, as adjusted, for the quarter ended March 31, 2008 was $13.5 million, consistent with previously announced guidance. EBITDA, as adjusted, is defined as income from operations less depreciation, amortization, integration expenses, litigation settlement and share-based payments, including share-settled liabilities. EBITDA, as adjusted, should be considered in addition to, but not in lieu of, income from operations reported under generally accepted accounting principles (GAAP).

• Income from operations for the fourth quarter was $6.6 million, representing a 203% year-over-year increase and a 56% sequential increase.

• Gross profit margins, excluding depreciation and amortization, were 47% for the quarter and 46% for the fiscal year ended March 31, 2008.

• Cross connects billed to customers increased to 6,830 as of March 31, 2008 from 6,578 the previous quarter and 5,594 a year earlier, representing increases of 4% and 22%, respectively. This increase continues to highlight the strong demand for Terremark’s network-neutral model.

• Total colocation space utilization increased to 23.3% as of March 31, 2008 from 21.9% as of December 31, 2007. Utilization of built-out colocation space was 73.9% as of March 31, 2008, an increase from 69.4% as of December 31, 2007.

     Business Highlights

Sales and Marketing

• During the quarter ended March 31, 2008, Terremark added 61 new customers, for a total of 983 customers at the end of the period.

• Terremark booked $29.6 million of new annual contract value, which represents the twelfth straight quarter of strong bookings.

• As part of its global branding effort, Terremark launched its redesigned corporate websites for markets in Europe and Latin America that integrates information on the Company’s innovative technology platform and comprehensive suite of IT infrastructure services with a unified message under the single worldwide Terremark brand name.

Facilities

• The first 50,000-square-foot data center at Terremark’s NAP of the Capital Region is scheduled to open in June 2008. The Company has already secured Computer Sciences Corporation (CSC) as its anchor customer for the facility and it continues to have a strong pipeline of potential customers for the facility. Based on current customer contracts, the first facility is in excess of 20% sold.

• The Company continues to move forward with the design development phase of the planned expansion of its facility in Silicon Valley. Construction is expected to begin in the second half of the 2009 fiscal year.

Business Outlook

• For the first quarter of fiscal 2009, the Company expects revenues to range from $54.0 million to $56.0 million and EBITDA, as adjusted, to range from $10.5 million to $11.0 million. The revenue estimate includes approximately $4.0 million of non-recurring revenues.

• For the 2009 fiscal year, guidance is raised to revenues between $255 million to $260 million up from a range of $250 million to $255 million and EBITDA, as adjusted, to range of $58 million to $60 million from a range of $55 million to $58 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, June 2, 2008 at 5:00 p.m. ET, to discuss all of the above.

• To hear the conference call live, dial 866-314-5050 (domestic) or 617-213-8051 (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, June 2, 2008 at 7:00 p.m. (ET) by dialing 888-286-8010 (domestic) or 617-801-6888 (international) and providing the following replay code: 52293182. 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 and fiscal year ended March 31, 2008 and a comparison to the quarter and fiscal year ended March 31, 2007 can be found on the attached balance sheet and statement of operations and in the Company’s Annual Report on Form 10-K.

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 hosting, colocation, connectivity and security services. Terremark’s acclaimed Infinistructure™ utility computing architecture has redefined industry standards for scalable and flexible computing infrastructure 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, 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, litigation settlement 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 twelve months ended March 31, 2008 and 2007 and the three months ended December 31, 2007, presented within this press release.

CONTACT:
Media Relations
Terremark Worldwide, Inc.
Xavier Gonzalez
305-860-7856
xgonzalez@terremark.com

Investor Relations
Terremark Worldwide, Inc.
Hunter Blankenbaker
305-860-7822
hblankenbaker@terremark.com

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

	March 31,			December 31,			March 31,
	2008			2007			2007
Assets
Current assets
Cash and cash equivalents	$	96,989,932		$	133,667,186		$	105,090,779
Accounts receivable, net		44,048,075			32,311,286			23,586,471
Prepaid expenses and other current assets		11,109,555			8,769,214			8,533,616
Total current assets		152,147,562			174,747,686			137,210,866
Property and equipment, net		231,674,274			185,779,864			137,936,954
Debt issuance costs, net		9,869,503			10,313,198			5,898,355
Other assets		8,831,391			7,820,109			8,928,317
Intangibles, net		15,417,502			16,380,526			2,900,000
Goodwill		85,919,431			82,954,661			16,771,189
Total assets	$	503,859,663		$	477,996,044		$	309,645,681
Liabilities and Stockholder’s Equity
Current liabilities
Current portion of debt and capital lease obligations	$	2,999,741		$	3,045,047		$	2,221,677
Accounts payable and other current liabilities		57,947,054			37,101,729			33,415,886
Total current liabilities		60,946,795			40,146,776			35,637,563
Mortgage payable, less current portion		249,222,856			248,372,253			45,531,211
Convertible debt		86,284,017			85,562,769			69,914,065
Derivatives embedded within convertible debt, at estimated fair value		—			—			16,796,865
Notes payable, less current portion		—			—			42,279,711
Deferred rent and other liabilities		9,729,736			7,226,270			5,245,487
Deferred revenue		7,154,424			6,607,588			4,742,258
Total liabilities		413,337,828			387,915,656			220,147,160
Commitments and contingencies		—			—			—
Stockholders’ equity
Series I convertible preferred stock		1			1			1
Common stock		59,172			58,601			55,813
Common stock warrants		11,216,638			11,216,638			12,596,638
Additional paid-in capital		420,550,532			417,802,637			377,138,006
Accumulated deficit		(342,425,836	)		(339,958,933	)		(300,197,561	)
Accumulated other comprehensive income		1,169,241			1,068,230			89,991
Note receivable		(47,913	)		(106,786	)		(184,367	)
Total stockholders’ equity		90,521,835			90,080,388			89,498,521
Total liabilities and stockholders’ equity	$	503,859,663		$	477,996,044		$	309,645,681

Terremark Worldwide, Inc.
Condensed Consolidated Statements of Operations
(unaudited)

	For the Three Months Ended
	March 31,			December 31,			March 31,
	2008			2007			2007
Revenues	$	56,841,162		$	49,963,582		$	30,692,010
Expenses
Cost of revenues, excluding depreciation and amortization		30,276,082			26,358,297			17,469,747
General and administrative		8,778,294			8,634,422			5,042,472
Sales and marketing		5,927,250			5,626,935			3,087,560
Depreciation and amortization		5,242,710			5,095,586			2,906,187
Operating expenses		50,224,336			45,715,240			28,505,966
Income from operations		6,616,826			4,248,342			2,186,044
Other (expenses) income
Change in fair value of derivatives		(2,530,812	)		(180,257	)		1,044,391
Interest expense		(7,445,517	)		(9,153,055	)		(7,816,578	)
Interest income		1,195,978			1,718,353			406,358
Total other expenses		(8,780,351	)		(7,614,959	)		(6,365,829	)
Loss before income taxes		(2,163,525	)		(3,366,617	)		(4,179,785	)
Income taxes		302,662			123,877			81,981
Net loss		(2,466,187	)		(3,490,494	)		(4,261,766	)
Preferred dividend		(195,250	)		(195,250	)		(188,650	)
Net loss attributable to common stockholders	$	(2,661,437	)	$	(3,685,744	)	$	(4,450,417	)
Net loss per common share:
Basic and diluted	$	(0.05	)	$	(0.06	)	$	(0.10	)
Weighted average common shares outstanding — basic and diluted		59,046,281			58,580,893			45,289,883
Reconciliation of Income from Operations to EBITDA, as adjusted:
Income from operations		6,616,826			4,248,342			2,186,044
Depreciation and amortization		5,242,710			5,095,586			2,906,187
Integration expenses		170,895			355,384			—
Litigation settlement costs		102,282			540,000			—
Share-based payments, including share-settled liabilities		1,379,804			1,028,199			265,680
EBITDA, as adjusted	$	13,512,517		$	11,267,511		$	5,357,911
Calculation of Gross Profit Margin:
Revenues		56,841,162			49,963,582			30,692,010
Less:
Cost of revenues, excluding depreciation and amortization		30,276,082			26,358,297			17,469,747
Gross profit	$	26,565,080		$	23,605,285		$	13,222,263
Gross Profit Margin as a % of revenues		47	%		47	%		43	%

Terremark Worldwide, Inc.
Condensed Consolidated Statements of Operations
(unaudited)

	For the Twelve Months Ended
	March 31,			March 31,
	2008			2007
Revenues	$	187,413,799		$	100,948,181
Expenses
Cost of revenues, excluding depreciation and amortization		100,886,124			56,902,374
General and administrative		32,266,578			17,613,604
Sales and marketing		20,886,849			11,440,703
Depreciation and amortization		18,685,257			11,010,862
Operating expenses		172,724,808			96,967,543
Income from operations		14,688,991			3,980,638
Other (expenses) income
Change in fair value of derivatives		(1,106,625	)		8,276,712
Interest expense		(32,105,034	)		(28,214,563	)
Interest income		5,230,434			1,222,028
Loss on early extinguishment of debt		(26,949,577	)		—
Other financing charges		(1,173,079	)		—
Total other expenses		(56,103,881	)		(18,715,823	)
Loss before income taxes		(41,414,890	)		(14,735,185	)
Income taxes		813,385			216,981
Net loss		(42,228,275	)		(14,952,166	)
Preferred dividend		(794,063	)		(676,150	)
Net loss attributable to common stockholders	$	(43,022,338	)	$	(15,628,316	)
Net loss per common share:
Basic	$	(0.74	)	$	(0.35	)
Diluted	$	(0.74	)	$	(0.36	)
Weighted average common shares outstanding — basic		58,134,269			44,151,259
Weighted average common shares outstanding — diluted		58,134,269			44,267,041
Reconciliation of Income from Operations to EBITDA, as adjusted:
Income from operations		14,688,991			3,980,638
Depreciation and amortization		18,685,257			11,010,862
Integration expenses		1,175,375			—
Litigation settlement costs		642,282			—
Share-based payments, including share-settled liabilities		3,962,657			1,284,347
EBITDA, as adjusted	$	39,154,562		$	16,275,847
Calculation of Gross Profit Margin:
Revenues		187,413,799			100,948,181
Less:
Cost of revenues, excluding depreciation and amortization		100,886,124			56,902,374
Gross profit	$	86,527,675		$	44,045,807
Gross Profit Margin as a % of revenues		46	%		44	%