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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[X] Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the fiscal year ended March 31, 2001
[ ] 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 0-22520
TERREMARK WORLDWIDE, INC.
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(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 52-1981922
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(State or Other Jurisdiction of Incorporation (I.R.S. Employer
or Organization) Identification No.)
2601 S. BAYSHORE DRIVE, MIAMI, FLORIDA 33133
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(Address of Principal Executive Offices, Including Zip Code)
Registrant's telephone number, including area code: (305) 856-3200
Securities registered pursuant to Section 12(b) of the Act:
COMMON STOCK, PAR VALUE $0.001 PER SHARE AMERICAN STOCK EXCHANGE
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(Title of Class) (Name of Exchange on Which Registered)
Securities registered pursuant to Section 12(g) of the Act:
NONE
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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. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (17CFR 229.405) is not contained herein, and will not
be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [ ]
THE AGGREGATE MARKET VALUE OF THE REGISTRANT'S VOTING STOCK HELD BY
NON-AFFILIATES OF THE REGISTRANT ON JULY 9, 2001, BASED UPON THE CLOSING MARKET
PRICE OF THE REGISTRANT'S VOTING STOCK ON THE AMERICAN STOCK EXCHANGE ON JULY 9,
2001, WAS APPROXIMATELY $276,918,829.
THE REGISTRANT HAD 199,222,179 SHARES OF COMMON STOCK, $0.001 PAR
VALUE, OUTSTANDING AS OF JULY 9, 2001.
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TABLE OF CONTENTS
PAGE NO.
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PART I............................................................................................................2
ITEM 1. BUSINESS........................................................................................2
ITEM 2. PROPERTIES.....................................................................................10
ITEM 3. LEGAL PROCEEDINGS..............................................................................10
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS............................................10
PART II..........................................................................................................10
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS..........................10
ITEM 6. SELECTED FINANCIAL DATA........................................................................12
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS..........12
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.....................................21
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA....................................................21
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANICAL DISCLOSURE...........21
PART III.........................................................................................................22
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.............................................22
ITEM 11. EXECUTIVE COMPENSATION.........................................................................24
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.................................25
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.................................................26
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K...............................26
SIGNATURES....................................................................................................27
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PART I
ITEM 1. BUSINESS.
OVERVIEW
We are a multinational company that provides Internet infrastructure
and managed services. We are the owner and operator of the NAP of the Americas,
the fifth Tier-1 Network Access Point in the world, and as a result, we have
become an internationally recognized Internet infrastructure and managed
services provider. The NAP of the Americas, the first TerreNAP(SM) Data Center,
and the only carrier-neutral Tier-1 NAP, is located in Miami, Florida and
provides peering, colocation and managed services to carriers, Internet service
providers, other Internet companies and enterprises.
We were founded in 1982. On April 28, 2000, Terremark Holdings, Inc.
completed a reverse merger with AmTec, Inc., a public company. Contemporaneous
with the reverse merger we changed our corporate name to Terremark Worldwide,
Inc. and adopted "TWW" as our trading symbol on the American Stock Exchange.
Historical information of the surviving company is that of Terremark Holdings,
Inc.
This report and other written reports and oral statements made from
time to time by us may contain so-called "forward looking statements," all of
which are subject to risks and uncertainties. You can identify these
forward-looking statements by the use of words such as "expects," "plans,"
"will," "estimates," "forecasts," "projects" and other words of similar meaning.
You can also identify them by the fact that they do not relate strictly to
historical or current facts. These statements are likely to address our growth
strategy, financial results and development programs. You must carefully
consider any such statement and should understand that many factors could cause
actual results to differ from our forward-looking statements. These factors
could include inaccurate assumptions and a broad variety of other risks and
uncertainties, including some that are known and some that are not. No
forward-looking statement can be guaranteed and actual future results may vary
materially.
STRATEGY
With miles of fiber optic cable laid, looped and recently put into
service around South America and the Caribbean, Internet and telecommunications
industry leaders joined together to create the NAP of the Americas Consortium,
with the goal of promoting the creation of the world's fifth Tier-1 tier-one NAP
in Florida. In September 2000, we were selected to own and operate the NAP of
the Americas by that Consortium, whose members currently consist of over 100
entities, including AT&T, Global Crossing, Level 3 Communications, Cable &
Wireless, Sprint, FPL FiberNet, PanAmSat, Williams Communications and EPIK
Communications. Since that time, the Consortium's role has transitioned to one
of an advisory group and a prospective customer base. In light of this unique
relationship, we have agreed with the Consortium that we will not price
discriminate, will maintain open access to all customers and will remain carrier
neutral.
The NAP of the Americas provides a neutral connection point where
carriers can establish bilateral and multilateral connections between and among
their networks, a process known as peering, and purchase capacity from each
other. The NAP of the Americas also provides premium-class space where carriers,
Internet Service Providers, Application Service Providers, content providers,
Internet businesses, telecommunications providers and enterprises house their
equipment and their network facilities in order to be close to the peering
connections that take place at the NAP. This is known as colocation. In
addition, the NAP of the Americas provides a menu of related managed services,
such as a meet-me rooms, advanced network monitoring and management, and
performance monitoring. We expect that the NAP of the Americas will be a primary
channel of Internet traffic from Central and South America and the Caribbean to
North America, Asia and Europe.
Our strategy is to leverage our experience as the owner and operator of
the NAP of the Americas to develop and operate TerreNAP(SM) Data Centers in
Latin America and Asia. TerreNAP(SM) Data Centers will provide peering,
colocation and managed services to carriers, Internet service providers, other
Internet companies and enterprises. We intend to use our 20 years of experience
in dealing with Latin America and Asia, the know-how gained through our
relationship with Telcordia, and the expertise of our employees, many of whom
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were formerly executives with GTE, Nortel, AT&T, BellSouth and Telcordia, for
example, to roll out additional TerreNAP(SM) Data Centers across Latin America
and Asia. To implement our strategy and meet our current obligations we will
need additional capital as more fully discussed in Item 7 Management Discussion
and Analysis of Financial Condition and Results of Operations.
OPERATIONAL STRUCTURE
Our data center business is divided into three main operating units:
NAP of the Americas, Terremark Latin America and Terremark Asia. The role of
these units is to develop the TerreNAP brand of data centers in their respective
regions. The NAP of the Americas, our flagship unit, houses all of the
operations relating to the NAP of the Americas facility in Miami, Florida, and
serves as the operational template for the TerreNAP Data Centers that Terremark
Latin America and Terremark Asia plan to deploy in their geographic regions.
THE NAP OF THE AMERICAS
A Tier-1 Network Access Point is one of several major Internet
interconnection points that serve to tie together Internet access providers.
Originally, four Tier-1 NAPs, in New York, Washington, D.C., Chicago, and San
Francisco, were created and supported by the National Science Foundation as part
of the transition from the original United States government-financed Internet
to a commercially operated Internet. The NAP of the Americas is the fifth Tier-1
NAP. It is the only one designed and built from the ground up as a
carrier-neutral facility that offers access to myriad connectivity options,
bilateral and multilateral peering, colocation and managed services, and which
routes Internet traffic between the Americas, the Caribbean, Europe and Africa.
The NAP of the Americas, as a tenant, occupies 120,000 net usable
square feet of the Technology Center of the Americas (known as TECOTA), a
750,000 square foot telecommunications hotel recently constructed in downtown
Miami. TECOTA, managed by one of our subsidiaries, is located in an area of
numerous telecommunications carrier facilities, fiber loops, international cable
landings and multiple power grids. Our lease with TECOTA expires in 2020. The
NAP of the Americas, which received its temporary certificate of occupancy and
became operational on June 29, 2001, is expected to be completed during the
third calendar quarter of 2001.
TECHNOLOGY
The NAP of the AmericasSM has been designed to handle several times
more bandwidth than any of the existing Tier-1 NAPs and has been further
designed for additional scalability, utilizing advanced networking standards. In
order for data to travel over the Internet, it must be subdivided into small
parts, or "packets," whose size and configuration is predefined by the Internet
Protocol standard. The peering network architecture of the NAP of the Americas
has the capacity to transmit up to 12 Terabytes of these data packets per
second. On December 30, 2000, we launched the operation of the interim NAP of
the Americas. The interim facility, which has been live and operational since
that date and has been staffed 24-hours a day, seven days a week, is currently
being transitioned into the permanent NAP of the Americas. The interim NAP of
the Americas uses the same basic configuration for its peering network
architecture that is being used at the permanent NAP.
The architecture of the NAP is a layered infrastructure based on
Ethernet technology, which helps ensure predictable, highly reliable operation
with virtually unlimited scalability. Switched Ethernet allows us to establish
Virtual Local Area Networks so that our customers can rapidly configure their
own private multiparty peering arrangements. In addition, Ethernet technologies
have a proven track record for performance, reliability, robust scalability and
operational maturity that permits the NAP to expand beyond a single facility, to
allow peering between providers at several sites without performance penalty.
Telcordia Technologies, Inc., a wholly owned subsidiary of SAIC, is the
design and engineering consultant for the peering network and the operating
methods and procedures for two of the other Tier-1 NAPs, has worked together
with us on the design and operation of the NAP of the Americas. Our strategy is
to continue to work with Telcordia Technologies and leverage their expertise and
resources to enable our in-house personnel to obtain the knowledge required to
operate the NAP and deploy additional TerreNAP(SM) Data Centers in emerging
markets.
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NETWORK SERVICES TEAM
The role of the Network Services team is to provide network design and
engineering, provisioning, operational control and real time monitoring and
support to NAP of the Americas customers, 24 hours a day, 7 days a week, 365
days a year, by means of a Network Operations Center, or NOC. Network design and
engineering staff work with our customers to address any specific engineering
issues associated with installing equipment and network connectivity at our
facilities. Our Network Operations group is responsible for monitoring all
circuits, network and service center equipment, including routers, servers, and
physical layer security services under the direct management control of the NOC.
The NOC operates under the International Standards Organization (ISO) Model for
Network Management, a widely accepted telecommunications industry standard, and
its responsibilities include:
o Remotely configuring and/or controlling specific network elements to
provide connectivity;
o Receiving health and status reports from all network elements;
o Conducting preliminary troubleshooting and determining resolution or
dispatching;
o Providing fault detection, diagnostics, isolation and restoration;
o Responding to alarms generated by the monitoring tools;
o Resolving error and exception messages generated by network
elements;
o Opening service tickets to track system events;
o Reviewing tickets for scheduled work (scheduled and preventative
maintenance);
o Documenting network events via ticket notes; and
o Providing updates to other organizations, e.g. Customer Care Center,
Accounting/Billing.
In light of the importance of Network Services to the success of the
NAP of the Americas, as of March 31, 2001, we had 19 employees in Network
Services. As of June 30, 2001 that group has grown to 52 employees. Our staff
has worked in key network operations positions at such companies as BellSouth
Communications, Exodus Communication, Level3 Communications, Williams
Communications, Nortel Networks, WorldComm, Motorola, General Electric, AT&T,
Alcatel, EDS, and Citrix Systems.
GLOBAL SALES TEAM
We sell our services through an experienced sales force, which is
compensated, in part, through a quota-based program. We will continue to use our
direct sales force to sell directly to global and domestic carriers, members of
the Consortium, as well as telecom companies that utilize Tier-1 NAP
connectivity and Internet Data Center services. We plan to sell to other market
segments through indirect distribution channels, including our reseller program.
As of March 31, 2001, we had 22 employees in our Global Sales Team, of whom 15
focus on direct sales, and 7 on technical sales support. As of June 30, our
Global Sales Team had grown to 25 employees by hiring an additional 3 employees
to the technical sales support team.
The Direct Sales team is divided into three regional groups responsible
for the European, the Global/Domestic and the Latin America Regions,
respectively. While our primary focus in each Region is the Tier 1 carriers,
each Region may be further subdivided into local markets and market segments,
depending on the maturity of the region. For example, our Latin America Region
is subdivided into three markets - Brazil, Mexico and the Southern Cone - with a
focus on two segments - International Local Exchange Carriers and Internet
Service Providers. In the Global/Domestic and European Regions, we are focusing
on the Local Exchange Carrier, Competitive Local Exchange Carrier, Content
Provider, International Local Exchange Carrier and Internet Service Provider
market segments. All sales managers have direct experience in their assigned
regions and speak at least one of the primary languages in their market area.
Our sales strategy has a deliberate, phased approach to obtain new
customers:
Phase I is to establish the critical mass of customer connectivity and
Tier-1 status for the NAP of the Americas. With 32 customer contracts as of July
9, 2001 for the NAP of the Americas, including many of the Tier-1 carriers, we
have successfully launched this Phase, which we anticipate completing during the
second quarter of fiscal year 2002.
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Phase II is focused on selling colocation space by: (i) marketing to
the service divisions of the large Tier-1 carriers to expand their presence in
the NAP; (ii) targeting the Internet Service Providers, Application Service
Providers and content providers; and (iii) selling to Tier-2 carriers in Latin
America and Europe that rely on the Tier-1 carriers for access and services. We
anticipate commencing this Phase during second quarter of fiscal year 2002.
Phase III will focus on selling managed services in two ways: (i) under
the TerreNAP brand to our customers; and (ii) on a wholesale basis for our
customers when they provide an integrated set of managed services to their
customers. We anticipate commencing this Phase during second quarter of fiscal
year 2002, in parallel with Phase II.
Our Technical Sales Support Team directly supports our Regional Sales
Teams, providing technical consulting and solutions to our prospective
customers. Technical Sales Support representatives are primarily used to
establish technical relationships ensuring broader support and to position us at
multiple levels inside our customers' organization. Additionally, the Technical
Sales Support Team prepare proposals, develop technical sales documents, and
attend sales calls to answer technical questions presented by our customers.
In addition to our direct sales efforts, subsequent to March 31, 2001,
we implemented a reseller program with companies that are customers of the NAP
of the Americas. We believe that this reseller program will allow us to greatly
enhance our reach in the marketplace as it allows our customers to bundle NAP of
the Americas services and space as part of their service offerings to their
customers.
SERVICES
We currently offer the following core services through the NAP of the
Americas:
o PEERING SERVICES: The NAP provides a peering service called Exchange
Point Service, which is designed to facilitate both bilateral and
multilateral peering among customers. Peering is the exchange of
Internet traffic among service providers. Our customers' data is
carried exclusively to those parties identified by our customers as
their peering partners through this service.
o COLOCATION SERVICES: The NAP of the Americas provides the physical
environment necessary to keep customers' Internet and
telecommunications equipment up and running 24 hours a day, 7 days a
week. This facility is custom designed to exceed local industry
standards for electrical and environmental systems. In addition, it
offers a wide range of physical security features, including
state-of-the-art biometric scanners, man traps, smoke detection,
fire suppression systems, motion sensors, secured access, video
camera surveillance and security breach alarms. High levels of
reliability are achieved through a number of redundant subsystems
including power and fiber trunks from multiple sources.
MANAGED SERVICES: Managed services are designed to support a customer's
mission-critical needs. The NAP of the Americas' managed services currently
include:
o MEET-ME-ROOMS - All fiber optic cable enters the NAP of the Americas
via conduits that terminate in specific locations called "meet-me"
rooms. The NAP of the Americas owns and manages these "meet-me"
rooms, so they are carrier-neutral, designed with full scalability,
and provisioned with advanced optical cross-connect systems to
facilitate increasing levels of connectivity.
o NETWORK MONITORING - We will monitor a customer's network to ensure
the ongoing availability and performance of their servers, networks
and applications. Our customers use this service to monitor their
network infrastructure, their customers networks, past and present
network performance, and project future network utilization.
o PERFORMANCE MONITORING - Our Network Operations Center (NOC) staff
is able to monitor our customers' equipment and networks for
performance related issues, providing our customers with updates
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through e-mail or viewable website access. This allows our customers
to know all the details of their networks performance without having
to maintain and manage their own 24/7 facility, yet still have the
security and experience of a world class NOC.
o NETWORK SECURITY - The NAP of the Americas will have advanced
security services through our relationship with SAIC. Our staff will
verify existing customer procedures, network topology, permissions
and access controls, hardware, software, and utilities. We will then
provide managed intrusion detection services to protect our
customers' network elements from attack on a 24/7basis.
o SMART HANDS - The NAP of the Americas offers on-call and
subscription-based services that provide on-site technical support
on a billable basis to our customers.
o ENGINEERING SERVICES - The NAP of the Americas offers its customers
full-service facility and equipment design and engineering services,
including any structural, mechanical, electrical and network systems
required by our telecommunications customers.
During fiscal year 2002, the NAP of the Americas' managed services are
excepted to include: Security and Firewall Services; Billing Platform Services;
Network Storage and backup Services; Bandwidth Measuring Services; Content
Distribution Services; and Disaster Recovery Services. We also expect to add
other services as demand and technology dictate.
CUSTOMERS
As of July 9, 2001, we had 32 signed binding revenue generating
contracts with customers for the NAP for terms ranging from 3 to 20 years. The
more than 100 members of the Consortium, as well as telecommunication operators,
Internet service providers, educational institutions, Application Service
Providers, and content providers, represent principal potential customers for
the services provided by the NAP of the Americas.
TERREMARK LATIN AMERICA
In August 2000, we formed Terremark Latin America and acquired 80% of
Spectrum Communications Telecommunications Corp., a privately held, Miami-based
provider of telecommunications services with operations in Brazil, Chile and
Peru. In January 2000, we exercised our option to acquire the remaining 20% of
Spectrum. Spectrum provided international long distance telephony through Voice
over Internet Protocol in Brazil and Peru, and basic telephony services via
wireless technologies in Chile. As part of our decision to concentrate on our
TerreNAP Data Center strategy, in the quarter ended March 31, 2001, we advised
our partners in Brazil, Chile and Peru of our desire to exit those respective
businesses. Subsequent to March 31, 2001, we sold our interest in the Brazil and
Chile operations to our local partners, and our interest in Peru to a third
party.
Today we have operations in Brazil and Argentina, with core management
teams in place. Each group has two specific responsibilities: (i) work with the
Global Sales team to market NAP of the Americas services to regional customers
who need to peer and colocate at the NAP of the Americas; and (ii) prepare for
the deployment of TerreNAP Data Centers in their markets, including market
research and analysis, site selection and developing relations with local
customers and agencies.
TERREMARK ASIA
We formed Terremark Asia through the acquisition of local providers,
such as IXS.NET and Asia Connect, have established relationships with local
partners by offering value-added Internet Protocol services, including unified
messaging services and fax over Internet Protocol, in the People's
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Republic of China, Hong Kong and Taiwan. In May 2001, as part of our plan to
focus on TerreNAP Data Centers, we sold the fax over Internet Protocol business
to the management of that company, which assumed the operating expenses of that
business and relieved us any future liabilities. On October 16, 2000, we
launched a unified messaging service in the People's Republic of China, which
allows users to receive faxes, voice-mail and e-mail from any mobile or
fixed-line phone or from a personal computer anywhere in the world. While a
technological success, the unified messaging service did not meet our new
criteria for core businesses. Therefore, in May 2001, we redeployed the base
hardware for that service, which constituted our largest investment for that
venture at the NAP of the Americas.
As part of our analysis of our China business, and our strategy of
deploying TerreNAP(SM) Data Centers into emerging markets, on December 8, 2000,
we opened our first Asia-based TerreNAP(SM) Data Center in Beijing, China. This
4000 square foot facility, called TerreNAP(SM) Beijing, is a partnership between
us and BroadOnline, a wholly Chinese owned networking services provider.
TerreNAP(SM) Beijing is located within China Telecom's Beijing Inter-exchange
Center, a central hub where the fiber networks in Northern China connect with
domestic and international Internet gateways.
RESEARCH AND DEVELOPMENT
On December 20, 2000, we entered into a Research and Development
Agreement with Florida International University to work together, through
Florida International University's Telecommunications and Information Technology
Institute, on research and development projects. We will use FIU's AMPATH
network to study current and emerging Internet and telecommunications
technologies, including Internet Protocol Version 6, quality of service,
multicasting and optical switching. These projects will enable us to study
advanced network technologies before introduction into production networks. As
part of the Research and Development Agreement, the NAP of the Americas will
serve as the home of the AMPATH Network and South Florida's Internet2 GigaPOP.
The goal of FIU's project AMPATH is to interconnect research and education
networks in South America, Central America, the Caribbean, Mexico and other
countries to United States and non-United States research and education networks
via the Internet2 Abilene network.
COMPETITION
The market for Internet infrastructure services is extremely
competitive and subject to rapid technological change. Many companies have
announced that they will begin to provide or plan to expand their service
offerings to compete with our services. We expect to encounter increased
competition in the future due to increased consolidation and the development of
strategic alliances in the industry. In addition, we will compete with foreign
service providers as we expand internationally and as these service providers
increasingly compete in the United States market. The principal competitive
factors in our market include:
o Ability to deliver services when requested by the customer;
o Internet system engineering and other professional services
expertise;
o Customer service;
o Network capability, reliability, quality of service and scalability;
o Variety of managed services offered;
o Access to network resources, including circuits, equipment and
interconnection capacity to other networks;
o Broad geographic presence;
o Price;
o Ability to maintain and expand distribution channels;
o Brand name recognition;
o Timing of introductions of new services;
o Network security;
o Financial resources; and
o Customer base.
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Our current and potential competitors include: providers of data center
services; global, regional and local telecommunications companies and Regional
Bell Operating Companies; and information technology outsourcing firms. Some of
our competitors, particularly the global telecommunications companies that have
begun, or intend to begin, providing data center services, have substantially
greater resources, more customers, longer operating histories, greater name
recognition, and may have more established relationships in the industry than we
do. As a result, these competitors may be able to develop and expand their
Internet infrastructure services faster, devote greater resources to the
marketing and sale of their products and adopt more aggressive pricing policies
than we can. In addition, these competitors have entered and will likely
continue to enter into business relationships to provide additional services
that compete with the services we provide.
We believe our market is likely to consolidate in the near future,
which could result in increased price and other competition. Some of our
competitors may be able to provide customers with additional benefits relating
to the customer's Internet system and network management solutions, including
reduced local and long distance communications costs, which could reduce the
overall costs of their services relative to ours. We may not be able to offset
the effects of any price reductions.
As we expand our operations in markets outside the United States, we
will also encounter new competitors and competitive environments. Our foreign
competitors may enjoy a government-sponsored monopoly on telecommunications
services essential to our business, and will generally have a better
understanding of their local industry and longer working relationships with
local infrastructure providers.
We believe that we have certain competitive advantages. We are
recognized by industry members as one of five (5) owners/operators of a Tier-1
NAP in the United States. None of the other four Tier-1 NAPs offer Class A1+
space immediately adjacent to the peering point as well as managed services. In
addition, we are the only carrier-neutral NAP. Nevertheless, there are few
substantial barriers to entry to the colocation and managed services market, and
we expect to face additional competition from existing competitors and new
market entrants in the future.
TELECOM FACILITIES MANAGEMENT
In North America, we previously emphasized infrastructure solutions,
such as telecom hoteling and colocation services. This segment of our operations
developed and managed facilities used by Internet companies and
telecommunications service providers to house equipment and their business
operations.
In May 2000, we acquired Telecom Routing Exchange Developers (also
known as T-Rex Developers), a developer and manager of commercial buildings that
house telecommunications and Internet infrastructure, including switches,
routers and servers. These facilities, known as telecom hotels, provide the
unfinished space in which carriers, service providers, Internet service
providers, application service providers, colocation providers and e-commerce
companies install their equipment to connect directly to high capacity fiber
networks. Because of that transaction, we were able to begin development of
TECOTA.
On November 8, 2000, we purchased a 0.5% general partnership interest
in a third party joint venture to construct the TECOTA building. That venture
obtained $48.0 million in partnership equity and $61.0 million in construction
financing to complete this project. As is common for complex development
projects, we guaranteed the construction financing.
In connection with our stated plan of reviewing non-core operations, we
determined that development of telecom hotels was not core to the development
and operation of the NAP of the Americas and of TerreNAP(SM) Data Centers in
emerging markets. On February 23, 2001, we sold certain of our telecom
facilities management operations to MP Telecom, LLC, an entity owned by certain
of our officers and a director. As part of the transaction, those officers
resigned from our management team and Clifford Preminger resigned from our board
of directors. We retained our rights relating to the TECOTA, home of the NAP of
the Americas. MP Telecom in turn conveyed to us its rights to its contingent
profit and equity interests in TECOTA, including all management and leasing
agreements and the right to leasing commissions for TECOTA. Because of these
transactions, we now own 100% of the contingent profit, and 0.84% of the equity
interests in TECOTA. Assets sold to MP Telecom included the "T-Rex" name, and
all interests in the T-Rex branded "Telecom Hotel" projects located in
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Cleveland, Ohio; Boca Raton, Florida; Hartford, Connecticut; Sterling, Virginia;
and Chicago, Illinois, together with all of the assets owned by Telecom Routing
Exchange Developers, Inc., and its wholly owned subsidiaries.
As part of the transaction, MP Telecom also conveyed to us a total of
1,400,000 shares of our common stock, representing a portion of the 8,000,000
shares we issued to MP Telecom and its affiliates in conjunction with our
acquisition, in June 2000, of certain of the assets sold to MP Telecom in this
transaction. MP Telecom also conveyed to us its rights to our colocation
business. We also paid $900,000 to MP Telecom in connection with the
transaction. The principals of MP Telecom and various of our executive officers
have mutually agreed that, until December 25, 2001, each group will limit, in
the aggregate, the number of our shares sold by them during any trading day.
In September 2000, ColoConnection, our wholly-owned subsidiary signed a
20-year lease for a 43,000 square foot facility in Santa Clara, California which
we have guaranteed. This colocation facility has been finished to provide space
for multiple parties' telecommunications equipment, and will be operational in
the second quarter of fiscal 2002. In connection with our stated plan of
reviewing non-core operations, we are currently evaluating whether this facility
can be integrated into our core TerreNAP Data Center strategy or whether this
entity should be sold.
REAL ESTATE SERVICES
Our management has over 20 years experience in concept development,
acquisition of land, project design, equity and debt financing arrangement,
construction, management, contract construction, property management, sales and
leasing, which we believe provides us with a competitive advantage in developing
and operating the NAP of the Americas and TerreNAP(SM) Data Centers. As part of
our strategic plan, we have refocused this segment of our operations to support
the development and operation of TerreNAP(SM) Data Centers.
During October 2000, we merged Post-Shell Technology Contractors, Inc.
into Terremark Construction Services, Inc. and changed the name of the combined
entity to Terremark Technology Contractors, Inc. Terremark Technology
Contractors will direct its activities towards our internal building plan and
leasehold build outs for the telecommunications industry. In February 2001, we
sold for $4.75 million our rights, including the entitlement to a contingent
payment and related preferred return, under agreements entered into in
conjunction with a hotel development project in Miami, Florida, along with a
profit interest in another development in Miami, Florida.
We have entered into a contract to sell Fortune House II, a proposed
condominium/hotel project in Ft. Lauderdale Beach, Florida for $17.2 million. We
anticipate the sale closing to occur on July 25, 2001. In connection with the
sale, $11.5 million of notes payable will be paid off, and we expect to receive
net cash proceeds of $3.2 million.
EMPLOYEES
As of June 30, 2001, we had 209 full-time employees in the United
States and 24 full-time employees in emerging markets.
Our employees are not represented by a labor union and are not covered
by a collective bargaining agreement. We believe that our relations with our
employees are good.
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ITEM 2. PROPERTIES.
Our corporate headquarters are located at 2601 S. Bayshore Drive,
Miami, Florida 33133. In fiscal 2001, we paid annual rent of $396,000. We also
maintain smaller offices in downtown Miami, Coral Gables, and South Miami,
Florida and New York. We also maintain temporary sales and construction offices.
We believe that our current space is adequate for our expected growth in the
next year.
ITEM 3. LEGAL PROCEEDINGS.
We are, from time to time, involved in litigation relating to claims
arising out of our operations in the normal course of business. These claims
against us are generally covered by insurance. We are not currently subject to
any litigation which singularly or in the aggregate could reasonably be expected
to have a material adverse effect on our financial conditions or results of
operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted to a vote of our stockholders during the
quarter ended March 31, 2001.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
COMMON STOCK AND PREFERRED STOCK INFORMATION
Our common stock, par value $.001 per share, is quoted under the symbol
"TWW" on the American Stock Exchange. As of March 31, 2001, our authorized
capital stock consisted of 300,000,000 shares of common stock and 10,000,000
shares of preferred stock. As of July 9, 2001, 199,222,179 shares of common
stock were outstanding, 20 shares of our series G convertible preferred stock
were outstanding and held by one holder of record and 294 shares of our series H
convertible preferred stock were outstanding and held by one holder of record.
We believe we have in excess of 6,400 beneficial owners of our common stock.
The following table sets forth, for the fiscal quarters indicated, the
high and low sales prices for our common stock on the American Stock Exchange.
American Stock Exchange quotations are based on actual transactions and not bid
prices.
FISCAL YEAR 2000 PRICES
---------------- ---------------------------------------------
QUARTER ENDED HIGH LOW
------------- ---- ---
June 30, 1999 $1.4375 $1.2500
September 31, 1999 2.0625 1.0625
December 31, 1999 2.3750 .8750
March 31, 2000 5.9375 1.8125
FISCAL YEAR 2001 PRICES
---------------- ---------------------------------------------
QUARTER ENDED HIGH LOW
------------- ---- ---
June 30, 2000 $4.9375 $4.2500
September 31, 2000 2.9500 2.5500
December 31, 2000 0.9000 0.6500
March 31, 2001 2.5000 1.8000
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DIVIDEND POLICY
We have never paid cash dividends on our common stock and do not plan
to pay cash dividends in the foreseeable future. See "Management's Discussion
and Analysis of Financial Condition and Results of Operation -- Liquidity and
Capital Resources."
RECENT SALES OF UNREGISTERED SECURITIES
On May 14, 2001, we sold 294 shares of our Series H Convertible
Preferred Stock to a third party for $500,000. The Series H Convertible
Preferred Stock accrues dividends when, as and if declared by the Board at an
annual rate of $102.00 per share and has preference over dividends paid on
common stock. The dividends are payable, in our sole discretion, in cash or
additional shares of Series H Convertible Preferred Stock. Each share of Series
H Convertible Preferred Stock is convertible at any time at the holder's
election into 1,000 shares of common stock.
We may at any time redeem any or all outstanding shares of Series H
Convertible Preferred Stock at the original purchase price plus accrued but
unpaid dividends. Commencing on the earlier of June 1, 2005 and the date on
which the Service Agreement, dated as of May 14, 2001, between us and that third
party is terminated, the holders of a majority of the outstanding shares of
Series H Convertible Preferred Stock can cause us to redeem all, but not less
than all, of the outstanding shares of Series H Convertible Preferred Stock at
the original purchase price plus accrued but unpaid dividends.
Holders of Series H Convertible Preferred Stock are entitled to one
vote for each share of common stock into which their shares of Series H
Convertible Preferred Stock are convertible and shall vote with the common stock
on all matters, except as otherwise required by law. The consent of holders of
more than 50% of the outstanding shares of Series H Convertible Preferred Stock
is required to alter or change the powers, preferences of special rights of the
Series H Convertible Preferred Stock.
The offer and sale of the Series H Convertible Preferred Stock were
exempt from the registration requirements of the Securities Act of 1933, as
amended (the "Act") as the Series H Convertible Preferred Stock was sold to
accredited investors pursuant to Regulation D as promulgated under the Act.
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ITEM 6. SELECTED FINANCIAL DATA.
The selected financial statement data set forth below has been derived
from our financial statements, which have been audited by our independent
certified public accountants. The information should be read in conjunction with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and our Consolidated Financial Statements and the Notes thereto
included elsewhere in this report.
TWELVE MONTHS
ENDED MARCH 31,
(Dollars in Thousands except per Share Data)
-----------------------------------------------------------
2001 2000 1999 1998 1997
--------- ---- ---- ---- ----
Results of operations:
Total revenue ....................................... $40,147 $15,930 $44,456 $37,632 $2,629
Total cost of sales ................................. 23,705 9,422 31,148 22,667 742
Other expenses ...................................... 37,815 12,541 12,684 13,869 1,925
(Loss) income from continuing operations ............ (21,373) (6,033) 624 1,096 (38)
Loss - discontinued operations ...................... (82,627) -- -- -- --
Net (loss) income ................................... $(104,000) $(6,033) $624 $1,096 $(38)
(Loss) income from continuing operations per common
share ............................................ $(0.11) $(0.09) $0.01 $0.02 --
Loss - discontinued operations per common share ..... $(0.44) -- -- -- --
Net (loss) income per common share .................. $(0.55) $(0.09) $0.01 $0.02 --
Financial condition:
Real estate inventory ............................... -- $11,797 $12,888 $33,311 $9,483
Total assets ........................................ $78,069 $77,998 $17,598 $42,931 $15,258
Long term obligations(1) ............................ $17,189 $28,632 $8,731 $32,081 $11,928
Shareholders' equity (2) ............................ $11,163 $476 $6,510 $1,709 $612
- -----------------------
(1) Long term obligations includes debt and capitalized lease obligations.
(2) Stockholders equity as of March 31, 2000 and 1999 includes approximately
$4,777 in convertible preferred stock.
The quarterly selected financial statement data set forth below has
been derived from our unaudited financial statements. The information should be
read in conjunction with those financial statements and our Consolidated
Financial Statements and the Notes thereto included elsewhere in this report.
Three Months Ended
(Dollars in Thousands except per Share Data)
-----------------------------------------------------------------------
June 30, 2000 September 30, 2000 December 31, 2000 March 31, 2001
------------- ------------------ ----------------- --------------
Results of operations(1):
Total revenue ..................................... $ 1,825 $ 7,996 $ 14,469 $ 15,857
Total cost of sales ............................... 668 5,850 8,344 8,843
Other expenses .................................... 4,359 6,947 13,578 12,931
Loss from continuing operations ................... (3,202) (4,801) (7,453) (5,917)
Loss - discontinued operations .................... (2,295) (6,935) (7,564) (65,833)
Net loss .......................................... (5,497) (11,736) (15,017) (71,750)
Loss from continuing operations
per common share ................................ $ (0.04) $ (0.06) $ (0.07) $ (0.03)
Loss - discontinued operations per common share.... -- -- -- $ (0.33)
Net loss per common share ......................... $ (0.04) $ (0.06) $ (0.07) $ (0.36)
Three Months Ended
(Dollars in Thousands except per Share Data)
-----------------------------------------------------------------------
June 30, 1999 September 30, 1999 December 31, 1999 March 31, 2000
------------- ------------------ ----------------- --------------
Results of operations(2):
Total revenue ..................................... $ 5,475 $ 4,186 $ 3,786 $ 2,483
Total cost of sales ............................... 3,599 3,541 2,018 264
Other expenses .................................... 2,715 1,300 3,641 4,885
Net loss........................................... $ (839) $ (655) $ (1,873) $ (2,666)
Net loss per common share.......................... $ (0.01) $ (0.01) $ (0.03) $ (0.04)
- -----------------------
(1) Summary financial statement data includes discontinued operations as a
separate component of net loss as compared to amounts previously reported
in Form 10-Q.
(2) The financial information for the quarters ended June 30, 1999, September
30, 1999, December 31, 1999 and March 31, 2000, is that of Terremark
Holdings, Inc., the predecessor entity. The periods subsequent to April
28, 2000 represent that of the merged Company.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
The following discussion of results of operations and financial
condition is based upon and should be read in conjunction with our Consolidated
Financial Statements and Notes thereto, the Selected Financial Data and other
financial data appearing elsewhere in this report.
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OVERVIEW
We are a multinational company that provides Internet infrastructure
and managed services. We were founded in 1982 and on April 28, 2000, Terremark
Holdings, Inc. completed a reverse merger with AmTec, Inc., a public company.
Contemporaneous with the reverse merger, we changed our corporate name to
Terremark Worldwide, Inc. and adopted "TWW" as our trading symbol. Historical
information of the surviving company is that of Terremark Holdings, Inc.
The reverse acquisition was accounted for as a purchase business
combination in which Terremark is the accounting acquirer and AmTec was the
legal acquirer. As a result of the reverse acquisition, our financial statements
on an ongoing basis are of the accounting acquirer, Terremark. The net assets of
the legal acquirer, AmTec, were revalued and the purchase price allocated to the
assets acquired and liabilities assumed.
We incurred $21,373,251 of losses from continuing operations and a net
loss of $103,999,662 for the year ended March 31, 2001. These losses were
primarily the result of sold and discontinued operations and start-up
costs associated with the NAP of the Americas. We expect that we will need a
significant infusion of cash to fund retained business operations and planned
expansion during the current fiscal year. To complete the NAP of the Americas
and fund existing operations through March 2001, our business plan indicates we
will need approximately $60.0 million in debt or equity financing exclusive of
interest costs, thereon. Failure to obtain adequate financing will result in
liquidity problems and will require us to curtail planned expansion of TerreNAP
Data Centers and current operations. As a result of these matters, substantial
doubt exists about our ability to continue as a going concern. Our plans
regarding this uncertainty are presented in Liquidity and Capital Resources.
RESULTS OF OPERATIONS FOR THE YEAR ENDED MARCH 31, 2001 AS COMPARED TO THE YEAR
ENDED MARCH 31, 2000
REVENUE. Total revenue grew $24.8 million, or 160.9%, to $ 40.1 million
for the year ended March 31, 2001 from $15.4 million for the year ended March
31, 2000.
Data Center revenue was $0.3 million for the year ended March 31, 2001.
No data center revenue was recorded for the previous comparable period. The
increase was attributable to our peering and colocation services offered at the
interim NAP. We expect data center revenues to increase in future periods as
customers set up their operations in the NAP of the Americas. Future data center
revenues will be derived from peering, colocation and managed services.
Revenue from real estate sales decreased $8.2 million, or 75.0%, from
$11.0 million for the year ended March 31, 2000 to $2.8 million for the year
ended March 31, 2001. Revenue for the year ended March 31, 2000 is attributable
to the sale of 45 condominium units. As a result of fewer units being available
for sale, only twelve units were sold in the year ended March 31, 2001.
Development, commission and construction fees increased approximately
$9.9 million during the year ended March 31, 2001 as compared to the year ended
March 31, 2000. This increase resulted from increases of $4.0 million in
commissions from lease signings, primarily related to telecom facilities under
management, $1.1 million in management fees earned related to management of
telecom, commercial and residential properties and $4.75 million related to the
sale of certain rights under agreements entered into in conjunction with a hotel
development project. Since we sold a large portion of our telecom facilities
management operations in February 2001, related leasing commissions and
management fees are expected to decrease in future periods.
Contract construction revenue increased $21.7 million; from $0.7
million for the year ended March 31, 2000 to $22.4 million for the year ended
March 31, 2001. During 2001, we obtained 19 third party contract construction
projects as a result of our acquisition of Post Shell Technology Contractors,
Inc., now known as Terremark Technology Contractors Inc. As of March 31, 2001,
we had 7 construction contracts in process.
DATA CENTER OPERATIONS - Data center operations expenses were $1.2
million for the year ended March 31, 2001. No cost was recorded for the
comparable period ended March 31, 2000. The increase was attributable to costs
associated with the operations of the interim NAP Facility which became
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operational in December 2000. We expect that data center operations costs will
increase in the future as customers set up their operations in the NAP of the
Americas.
START-UP COSTS - DATA CENTERS. Start-up costs of data centers were
$6.5 million for the year ended March 31, 2001. No costs were recorded for the
comparable period during 2000. The increase was attributable to costs associated
with the interim NAP Facility and the NAP of the Americas.
COST OF REAL ESTATE SOLD. Cost of real estate sold decreased by $6.7
million, or 75.9%, from $8.8 million for the year ended March 31, 2000 to $2.1
million for the year ended March 31, 2001. The decrease is primarily
attributable to the decrease in the number of condominium units sold as a result
of fewer units being available for sale.
CONTRACT CONSTRUCTION EXPENSES. Contract construction expenses
increased $19.8 million from $0.5 million for the year ended March 31, 2000 to
$20.3 million for the year ended March 31, 2001. This increase is attributable
to an increase in the number of construction contracts in progress as a result
of our acquisition of Post Shell Technology Contractors during the period and
the percentage of completion of those projects. We do not currently anticipate
any losses on any of the individual contracts.
GENERAL AND ADMINISTRATIVE EXPENSES. During fiscal 2001, our efforts
included the integration of our acquisitions and establishing internal
operations to support our Internet and telecom infrastructure services strategy.
General and administrative expenses increased by $12.0 million from
approximately $7.9 million for the year ended March 31, 2000 to $19.9 million
for the year ended March 31, 2001. This increase is attributable to our
investment in personnel and corporate infrastructure and the related additional
operating expenses resulting from the acquisitions of Telecom Routing Exchange
Developers and Post Shell Technology Contractors. Although we are currently
attempting to reduce expenses in activities not related to our core strategy, we
expect general and administrative expenses relating to TerreNAP(SM) Data Centers
to continue increasing over time as we continue to expand our operations.
SALES AND MARKETING EXPENSES. Sales and marketing expenses decreased
$0.2 million or 5.6% for the year ended March 31, 2001. The decrease is
principally due to the decrease of marketing expenses associated with the sale
of real estate offset by the increase in marketing expenses associated with
marketing the new merged company and TerreNAP Data Centers including NAP of the
Americas. During the year ended March 31, 2000, expenses were incurred in
connection with the promotion of the sale of two Fortune House condominium
projects. During the year ended March 31,2001, all sales and marketing efforts
were terminated in the Fortune House projects.
DEPRECIATION AND AMORTIZATION EXPENSE. Depreciation and amortization
expense increased from $81,000 for the year ended March 31, 2000 to $3.3 million
for the year ended March 31, 2001. The increase resulted primarily from
amortization of intangible assets associated the acquisitions of Telecom Routing
Exchange Developers and Post Shell Technology Contractors.
INTEREST EXPENSE. Interest expense increased from $0.8 million for the
year ended March 31, 2000 to $1.1 million for the year ended March 31, 2000
primarily due to the issuance of our convertible debentures.
INTEREST INCOME. Interest income increased from $0.2 million for the
year ended March 31, 2000 to $.5 million for the year ended March 31, 2001 due
to an increase in our average invested cash balances.
DIVIDENDS ON PREFERRED STOCK. Dividends on our convertible preferred
stock were $0.4 million for the year ended March 31, 2000 compared to $35,000
for the year ended March 31, 2001. On April 28, 2000, the preferred stock was
converted to shares of our common stock.
IMPAIRMENT OF LONG-LIVED ASSETS. During the year ended March 31, 2000,
we recorded a $0.4 million impairment related to real estate held. As a result
of our agreement to sell certain telecom facilities management operations during
the third quarter of the year ended March 31, 2001, we recognized a $4.1 million
impairment of intangible assets which were subsequently sold during the
following quarter.
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NET LOSS FROM CONTINUING OPERATIONS. Net loss from continuing
operations increased from $6.0 million for the year ended March 31, 2000 to
$21.4 million for the year ended March 31, 2001 as a result of the factors
discussed above. During the year ended March 31, 2001, our activities were
directed towards the integration of our acquisitions and establishing internal
operations to support Internet and telecom infrastructure services.
LOSS FROM DISCONTINUED OPERATIONS AND LOSS ON DISPOSITION OF DISCONTINUED
OPERATIONS. In March 2001, we implemented our plan to dispose of certain
acquired businesses whose operations reflect Internet faxing, unified messaging
and telephony services. These operations were acquired earlier in the year ended
March 31, 2001 in association with the AmTec, Spectrum Communications, IXS.Net
and Asia Connect acquisitions. Since the operations represent a class of
customer and a major line of business, the results of these activities and
estimated loss on disposal are accounted for as discontinued operations. The
loss on disposition of discontinued operations of $61.1 million includes the
write-off of $54,381,681 in goodwill. For the year ended March 31, 2001,
discontinued operations had $1,760,640 of total revenues and a loss of
$11,346,447, net of $10,153,140 in goodwill amortization.
RESULTS OF OPERATIONS FOR THE YEAR ENDED MARCH 31, 2000 AS COMPARED TO THE YEAR
ENDED MARCH 31, 1999
REVENUE. Revenue from real estate sales decreased $31.0 million, or
73.8%, from $42.0 million in 1999 to $11.0 million in 2000. 1999 revenue of
$42.0 million from real estate sales is attributable to the sale of 223
condominium units while 2000 revenue of $11.0 million is attributable to the
sale of 54 condominium units.
Commission income earned from lease signings increased $200,000, or
20.0%, from $1.0 million in 1999 to $1.2 million in 2000 due to the timing of
lease renewals.
Development fees increased $720,000, or 115.2%, from $625,000 in 1999
to $1.35 million in 2000. The increase is due to the signing of development
agreements in 2000.
Management fees charged with respect to the management of commercial
and residential property increased $301,000, or 39.2%, from $768,000 in fiscal
1999 to $1.1 million in 2000. The increase is a result of the acquisition of
various office building management contracts.
Construction fees of $749,000 in 2000 pertained to the management of
various construction projects. Terremark did not generate any construction fees
in 1999.
COST OF REAL ESTATE SOLD. Cost of real estate sold decreased by $22.2
million, or 71.4%, from $31.1 million for the year ended March 1999 to $8.9
million for the year ended March 2000, which is attributable to the decrease in
condominium unit sales. The decrease in gross margin as percentage of sales
revenue from 25.9% in 1999 to 19.4% in 2000 is mainly attributable to reduced
margins on the final sell-out of certain condominium units.
GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative
expenses increased by $1.9 million, or 31.5%, from approximately $6.0 million in
1999 to approximately $7.9 million in 2000. This increase is attributable
primarily to increased costs related to hospitality and management services.
SALES AND MARKETING EXPENSES. Sales and Marketing Expenses decreased
from $5.5 million in 1999 compared to $2.9 million in 2000, representing a
decrease of $2.6 million, or 46.5%. Sales and marketing expenses were used to
promote sales of condominium units.
DEPRECIATION EXPENSE. Depreciation expense increased from $50,000 to
$81,000, an increase of 62.0%, which resulted from the increase in furniture and
computer equipment.
INTEREST INCOME. Interest income decreased $41,000, or 15.6%, in 2000,
from $263,000 in 1999 to $222,000 in 2000, due to a decrease in cash balances.
INTEREST EXPENSE, NET OF CAPITALIZED INTEREST. Interest expense
decreased $695,000, or 46.3%, in 2000, from $1.5 million in 1999 to $805,000 in
2000, due to a decrease in debt financing used to fund the completion of a
condominium project in 1999.
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OTHER (EXPENSE) INCOME. Other (expense) income decreased in 2000, from
income of $167,000 in 1999 to expense of $69,000 in 2000. This decrease is a
result of the net operating loss associated with carrying costs of real estate
held for sale.
DIVIDEND ON PREFERRED STOCK. Dividend on convertible preferred stock
was $417,669 in fiscal 2000. The preferred stock was issued on March 31, 1999.
NET (LOSS) INCOME. Overall net income was down $5.4 million, or 43.1%,
from $624,000 in 1999 to $(6.0) million in 2000. This was due to the decrease in
real estate revenue and increase in general and administrative expenses in 2000
as compared to 1999.
LIQUIDITY AND CAPITAL RESOURCES
Cash used in continuing operations for the year ended March 31, 2001
was approximately $6.3 million compared to cash used in operations of $7.4
million for the year ended March 31, 2000, a decrease of $1.1 million. Cash
used in discontinued operations amounted to $22.2 million for the year ended
March 31, 2001. In the aggregate, cash used in operating activities was $28.6
million and $7.4 million for the years ended March 31, 2001 and 2000,
respectively.
Cash provided by investing activities for the year ended March 31,
2001 was $28.6 million compared to cash used in investing activities of $735,000
for the year ended March 31, 2000, an increase of $29.4 million. Cash from
investing activities increased primarily due to proceeds received from the sale
of Terremark Centre of $55.8 million, offset by $24.4 million of cash used for
the purchase of property and equipment primarily related to the NAP of the
Americas and our facility in Santa Clara, California.
Cash provided by financing activities for the year ended March 31,
2001 was $2.1 million compared to cash provided by financing activities of $8.7
million for the year ended March 31, 2000, a decrease of $6.6 million. The
increase in cash used in financing activities resulted primarily from payments
on loans of approximately $73.6 million, including approximately $55.2 million
in debt associated with Terremark Centre and $14.6 million related to a
cancelled line of credit. We also obtained $28.1 million from the sale of our
common stock, $17.9 million of new borrowings and $17.0 million of construction
payables relating to the NAP of the Americas and our facility in Santa Clara,
California.
We incurred $21.4 million of losses from continuing operations and a
net loss of $104.0 million for the year ended March 31, 2001. These losses were
primarily the result of sold and discontinued operations and start-up costs
associated with the NAP of the Americas. We expect that we will need a
significant infusion of cash to fund retained business operations and planned
expansion during the next fiscal year. To complete the NAP of the Americas and
to fund existing operations during fiscal year 2002, we will need approximately
$60.0 million in debt or equity financing, exclusive of interest costs thereon.
Approximately $55 million of these funds will be used to fund the build-out and
working capital of the NAP of the Americas. Expectations of cash needs are based
on certain assumptions, the most significant being the signing of additional
customer contracts at NAP of the Americas during fiscal year 2002. The Company
has identified additional potential customers and is actively marketing to them
available services in the NAP of the Americas. The Company's plan is predicated
on obtaining additional new customer contacts through March 31, 2002, which on
an annual basis would generate revenues of approximately $45.0 million.
We intend to allocate our financial resources to activities which are
consistent with our strategy of developing and operating TerreNAP(SM) Data
Centers, including the NAP of the Americas. We have therefore implemented a
policy of reducing expenditures in areas that are not consistent with that
objective. However, the development of the NAP of the Americas and other
TerreNAP(SM) Data Centers will require substantial capital resources. We have
assumed operating lease commitments, vendor financing agreements and other debt
obligations. As part of our business strategy, we intend to continue to evaluate
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potential acquisitions, joint ventures and strategic alliances in or with
companies that provide services or operations that complement our existing
businesses. Such acquisitions may also require financing, which may not be
available to us on acceptable terms.
Historically, we have funded operations and investing activities
primarily through short term and long term debt and equity transactions. During
fiscal 2001 we sold common stock to the Vistagreen group for $28.1 million and
$687,000 in stock options and warrants were exercised. Debt financing as of
March 31, 2001 primarily includes the following:
(1) $2.7 million under various vendor financing arrangements, with
various terms, secured by equipment;
(2) $1.75 million under a loan from a commercial bank secured by
certain assets and personal guarantees of some of our executives;
(3) $3.5 million drawn down on a $5.0 million line of credit secured
by certain assets , interest accrues at a floating rate of Prime
+ 1% on drawn balances, payable monthly;
(4) $0.5 million loan from a commercial lender, secured by a first
mortgage on real estate;
(5) $7.5 million first mortgage from an individual secured by certain
real estate held for sale which matures on November 10, 2001 and
accrues interest at 12.0% per annum payable monthly (this debt
will be repaid with a portion of the proceeds from the
anticipated sale of our Fortune House II project); and
(6) $15.9 million in principal amount of subordinated convertible
debt issued during the year ended March 31, 2001. Interest
accrues at 13%, and is payable quarterly beginning March 31,
2001. The debt matures on December 31, 2005 and is convertible
into shares of our common stock at 120% of the 20-day average
trading price prior to its closing. We are permitted to prepay
the debentures, which will entitle holders to warrants or a
premium over their outstanding principal declining from 105% in
2001 at the rate of 1% per year.
Subsequent to March 31, 2001 we entered into the following financing
arrangements:
(1) $9.8 million of additional convertible debt was issued.
(2) $10.0 million was borrowed from a shareholder and officer in June
2001. The loan is unsecured and is due on September 30, 2001.
Interest accrues at 12% and is due monthly;
(3) $4.6 million was borrowed in June 2001, secured by a second
mortgage on certain real estate. This debt is due upon the sale
of the Fortune House II project;
(4) $0.5 million was raised from the issuance of 294 of our Series H
preferred stock in May 2001; and
(5) $1.5 million of bridge financing was borrowed from some members
of our executive management team.
In addition to our operating commitments, we have made significant
guarantees. The Technology Center of the Americas, LLC, where the NAP of the
Americas is located, obtained $48.0 million of equity and $61.0 million of
construction financing to fund the construction of TECOTA during September 2000.
We have guaranteed the bank loans in the amount of $61.0 million and the timely
completion of TECOTA's construction.
As of March 31, 2001, TECOTA had accounts payable and accrued expenses
of $6.0 million and construction related debt of $5.2 million. Currently we do
not expect to fund any amounts under our guarantee.
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Our plan to increase liquidity includes refinancing of the Technology Center of
the Americas' construction note payable to remove our guarantee, thereby
increasing our potential borrowing capacity, the sale of non-core assets,
entering into strategic relationships, asset based financing and the potential
sale of additional debt or equity securities sufficient to fund our 2002
business plan. There can be no assurance that such financing will be available
to us. Further, any additional equity financing may be dilutive to existing
shareholders.
We have commenced a number of initiatives to improve liquidity
including:
o Discussions with creditors to restructure currently due construction
payables into longer term promissory notes.
o Negotiating a contract to sell Fortune House II, a proposed
condominium/hotel project in Ft. Lauderdale Beach, Florida for $17.2
million. Upon closing, scheduled for July 25, 2001, $11.5 million of
notes payable will be repaid, and we expect to receive net cash
proceeds of $3.2 million.
o Discussions with financial institutions and corporate entities to
provide financing.
Failure to obtain adequate sources of debt or equity will result in
liquidity problems and will require us to curtail planned expansion of TerreNAP
Data Centers and current operations. Management is unable to assure that its
efforts described above will be successful. As a result of these matters,
substantial doubt exists about the our ability to continue as a going concern.
CERTAIN RISK FACTORS
Although it is not possible to predict or identify all such factors,
they may include those listed below, which should not be considered an
exhaustive statement of all potential risks and uncertainties:
The nature of our operations changed subsequent to our April 28, 2000
merger with AmTec, Inc. Our operations continue to evolve as we develop our
Internet infrastructure and managed services business. We began offering
Internet infrastructure and managed services in 2000. Due to our short operating
history, our business model is still evolving. Consequently, we believe that
period-to-period comparisons of our results of operation may not be necessarily
meaningful and should not be relied upon as indicators of future performance. We
have experienced revenue growth in the recent period, but this growth may not be
indicative of our future operating results. Many of the factors that could cause
our operating results to fluctuate significantly in the future are beyond our
control. We believe that we will continue to experience net losses on a
quarterly and annual basis for the foreseeable future. We may also use
significant amounts of cash and/or equity to acquire complementary businesses,
products, services or technologies.
The market for Internet infrastructure services has only recently begun
to develop, is evolving rapidly and likely will be characterized by an
increasing number of market entrants. There is significant uncertainty regarding
whether this market ultimately will prove to be viable or, if it becomes viable,
that it will grow. Our future growth, if any, will be dependent on the
willingness of carriers to peer and collocate within our facilities, enterprises
to outsource the system and network management of their mission-critical
Internet operations and our ability to market our services in a cost-effective
manner to a sufficiently large number of those potential customers. There can be
no assurance that the market for our services will develop, that our services
will be adopted or that businesses, organizations or consumers will use the
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Internet for commerce and communication. If this market fails to develop, or
develops more slowly than expected, or if the our services do not achieve market
acceptance, our business, results of operations and financial condition would be
materially and adversely affected.
We intend to allocate our financial resources to activities that are
consistent with our strategy of developing and operating TerreNAP(SM) Data
Centers, including the NAP of the Americas. We have therefore implemented a
policy of reducing expenditures in areas that are not consistent with that
objective. However, the development of the NAP of the Americas and other
TerreNAP(SM) Data Centers will require substantial capital resources. We are
exploring various alternatives, including the raising of debt and equity both in
private and public markets and obtaining financing from our vendors. In the
event that we are unsuccessful in obtaining sufficient financial resources to
permit us to fully implement our proposed plans, we will consider various
alternatives, including possible joint ventures and reducing the scale or
deferring implementation of proposed projects. However, there is no assurance
that we will have the funds necessary to discharge our obligations associated
with developing the NAP of the Americas or any other TerreNAP(SM) Data Center.
The expansion of our operations through the opening of additional
TerreNAP(SM) Data Centers in emerging markets is part of our strategy. To expand
successfully, we must be able to assess markets, locate and secure new
TerreNAP(SM) Data Center sites, install hardware, software and other equipment
in and develop TerreNAP(SM) Data Center facilities, and attract carriers,
Internet service providers and other customers to the new locations. To manage
this expansion effectively, we must continue to improve our operational and
financial systems and expand, train and manage our employee base and build a
menu of managed services. We anticipate continuing to make significant
investments in the NAP of the Americas and new TerreNAP(SM) Data Centers and
network infrastructure, product development, sales and marketing programs and
personnel. Our inability to establish additional TerreNAP(SM) Data Centers or
effectively manage our expansion would have a material adverse effect upon our
business. Furthermore, if we were to become unable to continue leveraging
third-party products in our services offerings, our product development costs
could increase significantly. Finally, several of our customers are emerging
growth companies that may have negative cash flows, and there is the possibility
that we will not be able to collect receivables on a timely basis.
The deployment of our TerreNAP(SM) Data Center strategy will require us
to expend substantial resources for leases , the purchase of real estate,
improvements of facilities, purchase of complementary businesses, assets and
equipment, implementation of multiple telecommunications connections and hiring
of network, administrative, customer support and sales and marketing personnel.
In general, we expect that it may take us a significant period of time to select
the appropriate location for a new TerreNAP(SM) Data Center, construct the
necessary facilities, install equipment and telecommunications infrastructure
and hire operations and sales personnel. The failure to generate sufficient cash
flows or to raise sufficient funds may require us to delay or abandon some or
all of our development and expansion plans or otherwise forego market
opportunities, making it difficult for us to generate additional revenue and to
respond to competitive pressures.
Expenditures commence well before a TerreNAP(SM) Data Center opens, and
it may take an extended period for us to approach break-even capacity
utilization. As a result, we expect that individual TerreNAP(SM) Data Centers
will experience losses for more than one year from the time they are opened. If
we do not attract customers to new TerreNAP(SM) Data Centers in a timely manner,
or at all, our business would be materially adversely affected. Growth in the
number of our TerreNAP(SM) Data Centers is likely to increase the amount and
duration of losses.
We expect to make additional significant investments in sales and
marketing and the development of new services as part of our expansion strategy.
We will incur further expenses from sales personnel hired to test market our
services in markets where there is no TerreNAP(SM) Data Center. In addition, we
typically experience a lengthy sales cycle for our services, particularly given
the importance to customers of securing Internet connectivity for
mission-critical operations and the need to educate certain customers regarding
TerreNAP(SM) Data Centers, and benefits of colocation and Internet connectivity
services. The rate of growth in our customer base and the length of the sales
cycle for our services may cause significant adverse results to our business,
and our financial condition would be materially and adversely affected. Due to
the typically lengthy sales cycle for our services, our expenses may occur prior
to customer commitments for our services. There can be no assurance that the
increase in our sales and marketing efforts will result in increased sales of
our services.
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Our success is substantially dependent on the continued growth of our
customer base and the retention of our customers. Our ability to attract new
customers will depend on a variety of factors, including the willingness of
carriers to peer at our facilities, the willingness of businesses to outsource
their mission-critical Internet operations, the reliability and
cost-effectiveness of our services and our ability to effectively market such
services. We intend to develop alternative distribution and lead generation
relationships with potential channel partners. Any failure by us to develop
these relationships could materially and adversely impact our ability to
generate increased revenues, which would have a material adverse effect on our
business, results of operations and financial condition.
We depend on a limited number of third party suppliers for key
components of our infrastructure, and the loss of one or more suppliers may slow
our growth or cause us to lose customers. For example, the flywheel electrical
generators that we use for power backup at the NAP of the Americas and the
routers used as part of our peering infrastructure, that, are available only
from sole or limited sources in the quantities and quality demanded by us. We
purchase these components and technology assistance pursuant to short term
agreements with our infrastructure contractors. We do not carry inventories of
components and we have no guaranteed supply or service arrangements with any of
these vendors. Any failure to obtain required products or services on a timely
basis, at an acceptable cost would impede the growth of our business, causing
our financial condition to be materially and adversely affected. In addition,
any failure of our suppliers to provide products or components that comply with
evolving Internet standards, would materially and adversely affect our business,
results of operations and financial condition..
We will need to accomplish a number of objectives in order to
successfully complete the development of the permanent NAP of the Americas
facility, on a timely basis or at all, including obtaining necessary permits and
approvals, passing required inspections and successfully commissioning the
facility. The successful development of the facility will require careful
management of various risks associated with significant construction projects,
including construction delay, cost estimation errors or overruns, equipment and
material delays or shortages, inability to obtain necessary permits on a timely
basis and other factors, many of which are beyond our control. Our inability to
complete the planned NAP of the Americas facility or to effectively manage its
expansion would have a material adverse effect upon our business, results of
operations and financial condition. Furthermore, the NAP of the Americas
facility will result in substantial expenses. If revenue levels do not increase
sufficiently to offset these new expenses, our operating results will be
materially adversely impacted in future periods.
We conduct business internationally. Accordingly, our future operating
results could be materially adversely affected by a variety of factors, some of
which are beyond our control, including currency exchange fluctuation, longer
accounts receivable payment cycles and difficulty in collections, and in
managing operations, taxes, restrictions on repatriation of earnings,
regulatory, political or economic conditions in a specific country or region,
trade protection measures and other regulatory requirements.
We need to obtain additional licenses and approvals in order to expand
our services and enter new markets. Proposed or actual regulations with respect
to the Internet could also adversely impact our business. In addition, in order
to be successful in emerging markets, we must be able to differentiate ourselves
from our competition through our service offerings. There is no assurance that
we will successfully differentiate ourselves or that the market will accept our
services, or that we will not experience difficulties that could delay or
prevent the successful development, introduction or marketing of these services.
If we incur increased costs or are unable, for technical or other reasons, to
develop and introduce new services or enhance existing services in a timely
manner, or our products or services do not achieve market acceptance in a timely
manner or at all, our business, results of operations and financial condition
could be materially adversely affected.
To date, we have funded our operations through private debt and
equity offerings. In addition, as described elsewhere in this report, we have
altered our business plan to scale back our growth to reduce our cash needs and
to achieve profitability at an earlier stage than was possible under our
previous business plan. However, because we have not yet achieved positive cash
flow status for our operations, we will continue to require capital support
until we are cash flow positive. Because of the NAP of the Americas is critical
to our business strategy, we do not believe that we can alter our business plan
sufficiently to achieve profitability without raising substantial additional
capital.
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Our consolidated financial statements as of March 31, 2001 have been
prepared on the assumption that we will continue as a going concern, which
contemplates the realization of assets and liquidation of liabilities in the
normal course of business. Our independent auditors have issued a report dated
July 9, 2001 stating that our recurring operating losses, negative cash flows,
and liquidity deficit, combined with our current lack of credit facilities,
raise substantial doubt as to our ability to continue as a going concern.
Investors in our securities should review carefully our financial statements and
the report of our independent accountants thereon. Our ability to continue as a
going concern is dependent on several factors, including our ability to raise
additional capital. There can be no assurance that any financing will be
available through bank borrowings, debt or equity issuances, vendor lines of
credit, or otherwise, on acceptable terms or at all. If future financing
requirements are satisfied through the issuance of equity securities, investors
may experience significant dilution both in terms of their percentage interest
in the Company and the net book value per share of common stock. While we are
actively seeking strategic solutions to our funding issue, there can be no
assurance that we will be able to continue as a going concern.
Economic, interest rates and other conditions greatly impact our
business. It is possible that our operations will not generate income sufficient
to meet our operating expenses or will generate income and capital appreciation,
if any, at a rate less than that anticipated or available through comparable
real estate or other investments.
NEW ACCOUNTING PRONOUNCEMENTS
On June 29, 2001, the FASB approved its proposed Statements of
Financial Accounting Standards No. 141 (FAS 141), BUSINESS COMBINATIONS, and No.
142, GOODWILL AND OTHER INTANGIBLE ASSETS. FAS 141 requires that all business
combinations subsequent to June 30, 2001 be accounted for under the purchase
method of accounting. FAS 142 requires cessation of goodwill amortization and
periodic evaluation of the goodwill carrying value. The provisions of FAS 142
will be effective for fiscal years beginning after December 15, 2001. Early
adoption of FAS 142 is permitted for the Company if it implements the Statement
during its next fiscal quarter. The Company currently is amortizing goodwill
over five years and has not determined if it is going to early adopt FAS 142.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
We have not entered into any financial instruments for trading or
hedging purposes.
Our carrying values of cash and cash equivalents, accounts receivable,
accounts payable and accrued expenses is a reasonable approximation of their
fair value.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The financial statements required by this Item 8 are attached to hereto
as Exhibit (a)(1).
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
On April 28, 2000, Terremark Holdings, Inc. merged with and into AmTec,
Inc. AmTec was the surviving corporation in this merger and its name was changed
to Terremark Worldwide, Inc.
Prior to this transaction, Deloitte & Touche LLP was engaged by AmTec
to perform the March 31, 2000 audit of AmTec, Inc. As a result of the
transaction with Terremark Holdings, PricewaterhouseCoopers, LLP was engaged by
us as our principal accountants to audit our financial statements for the year
ended March 31, 2001. The engagement of PricewaterhouseCoopers was made
effective April 28, 2000.
Deloitte & Touche LLP was engaged to audit AmTec's March 31, 2000
financial statements. During AmTec's two most recent fiscal years ended March
31, 2000, there were no disagreements between management and Deloitte & Touche
LLP on any matter of accounting principles or practices, financial statement
disclosures, or auditing scope or procedures, which disagreements, if not
resolved to the satisfaction of Deloitte & Touche LLP, would have caused
Deloitte & Touche LLP to make reference to the subject matter of the
disagreement in connection with its report. In addition, the financial
statements of AmTec for such periods contained no adverse opinion or disclaimers
of opinion, and were not qualified or modified in any way. Also, during this
same period there were no reportable events as defined or listed in Item 304 of
Regulation S-K.
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Our executive officers and directors, and their ages as of May 15,
2001, are as follows:
NAME AGE PRINCIPAL POSITION
---- --- ------------------
Manuel D. Medina 48 Chairman of the Board, President and Chief Executive Officer
Joseph R. Wright, Jr. 62 Vice Chairman of the Board
Guillermo Amore 63 Director
Timothy Elwes 65 Director
Jose Maria Figueres-Olsen 46 Director
Marvin S. Rosen 59 Director
Miguel J. Rosenfeld 51 Director
Joel A. Schleicher 48 Director
Kenneth I. Starr 52 Director
Brian K. Goodkind 43 Executive Vice President and Chief Operating Officer
Manuel D. Medina has served as our Chairman of the Board, President and
Chief Executive Officer since April 28, 2000, the date of our merger, and as
that of Terremark since its founding in 1982. In addition, Mr. Medina is a
managing partner of Communications Investors Group, the holder of the Series G
preferred stock. Mr. Medina has been a director of Fusion Telecommunications
International since December 14, 1998. Before founding Terremark, Mr. Medina, a
certified public accountant, worked with PricewaterhouseCoopers LLP.
Subsequently, he established and operated an independent financial and real
estate consulting company. Mr. Medina earned a Bachelors of Science degree in
Accounting from Florida Atlantic University in 1974.
Joseph R. Wright, Jr. has served as our Vice Chairman of the Board
since April 28, 2000. Prior to that, Mr. Wright served as Chairman of the Board
from May 1995 to April 2000. Mr. Wright also served as Chairman of the Board of
GRC International, Inc. a United States public company that provides technical
information technology support to government and private entities from 1996 to
2000. He is also Co-Chairman of Baker & Taylor Holdings, Inc., an international
book and video distribution company, and Vice Chairman of Jefferson Consulting
Group, a Washington D.C. consulting firm. From 1989 to 1994, Mr. Wright served
as Executive Vice President, Vice Chairman and Director of W.R. Grace & Co., an
international chemicals and health care company, President of Grace Energy
Corporation and Chairman of Grace Environmental Company. From 1982 to 1989, Mr.
Wright held the positions of Director and Deputy Director of the Office of
Management and Budget, The White House, and was a member of President Reagan's
cabinet. Before 1982, he served as Deputy Secretary, United States Department of
Commerce, President of Citicorp Retail Services and Retail Consumer Services,
held posts in the United States Department of Agriculture and the United States
Department of Commerce, and was Vice President and Partner of Booz Allen &
Hamilton, a management consulting firm. Mr. Wright also serves on the Boards of
Directors of PanAm Sat corporation, Fusion Telecommunications International,
Inc., Cereus Technology Partners, RealMed Corporation and serves on the AT&T
Government Markets Advisory Board. He is a former member of the President's
Export Council and a former member of the Board of Directors of Travelers,
Harcourt Brace Janovich, and Hampton University.
Guillermo Amore has served as a member of our board of directors since
February 2001. From August 2000 to February 2001, Mr. Amore served as the
President and Chief Operating Officer of our wholly-owned subsidiary, Terremark
Latin America, Inc., prior to which, he served as Chairman and Chief Executive
Officer of Spectrum Telecommunications Corporation until its acquisition. Mr.
Amore has nearly 35 years of telecommunications experience, much of it focused
on the developing markets of Latin America and the Caribbean. During his tenure
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at GTE Corporation he built an extensive network of contacts in the region.
These contacts served him well in business development and regulatory affairs
during his stewardship of Grupo Isacell S.A. of Mexico and of Spectrum
Telecommunications. Mr. Amore holds an MBA from Harvard University and a
Bachelors degree in Science in Electrical Engineering from Pontificia
Universidad Javeriana, Colombia.
Timothy Elwes has served as a member of our board of directors since
April 2000. Mr. Elwes has also served as member of the board of directors of
Timothy Elwes & Partners Ltd., a financial services company, from May 1978 until
October 1994, the business of which was merged into Fidux Trust Co. Ltd. in
December 1995. Mr. Elwes is a director of Fidux Trust Co. Ltd. He is also a
non-executive director of Partridge Fine Arts plc, a public company since 1989.
He has served as a director of Makecater Ltd., a property-developing company,
since 1995. Since 1989 he has served as a director of Tagring Ltd., a financial
services company.
Jose Maria Figueres-Olsen has served as a member of our board of
directors since October 2000. Mr. Figueres-Olsen is the former President of
Costa Rica, serving as the head of state of his native country from 1994 to
1998, during which he made sustainable development the cornerstone of his
administration and led his country into the digital economy through the
implementation of several IT programs and the attraction of foreign investment
including Intel. Since leaving office, President Figueres-Olsen has served as a
Director of the Digital Nations Consortium, launched by the MIT Media Lab to
develop a new generation of technologies and applications that enable people to
design, create, and learn new ways to become more active participants in
developing societies. President Figueres-Olsen also serves on the Board of
Directors of the World Resources Institute, the World Wildlife Fund, the
Stockholm Environment Institute, and Leadership in Environment and Development.
President Figueres-Olsen holds a degree in Industrial Engineering from the
United States Military Academy at West Point and a Masters degree in Public
Administration (Mason Fellow) from the John F. Kennedy School of Government at
Harvard University.
Marvin S. Rosen has served as a member of our board of directors since
April 2000. Mr. Rosen is a co-founder of Fusion Telecommunications International
and has served as its Vice Chairman since December 1998. From September 1995
through January 1997, Mr. Rosen served as the Finance Chairman of the Democratic
National Committee. Mr. Rosen currently serves on the Board of Directors of the
Children's Health Fund (New York City), since 1994, the Robert F. Kennedy
Memorial, since 1995, Bio-Medical Disposal, Inc., since 1998 and Fusion
Telecommunications International, Inc., since 1997, where he has also been
Vice-Chairman since December 1998. Mr. Rosen received his Bachelor of Science
degree in Commerce from the University of Virginia, his LL.B. from Dickinson
School of Law and his LL.M. in Corporations from New York University Law School.
Miguel J. Rosenfeld has served as a member of our board of directors
since April 2000. Since November 1991, he has also served as a Senior Vice
President of Delia Feallo Productions, Inc., where he has been responsible for
the development of soap opera productions in Latin America. From January 1995
until May 1998, he was the Director of Affiliates and Cable for Latin America
for Protele, a division of Televisa International LLC. From December 1984 until
September 1998, he was a sales manager for Capitalvision International
Corporation. Mr. Rosenfeld holds a Bachelors degree in Administration from the
University of Buenos Aires which he earned in 1975.
Joel A. Schleicher has served as a member of our board of directors
since April 2000. Mr. Schleicher has been President and Chief Executive Officer
for Exp@nets since June 1998. Exp@nets is a leading nationwide provider of
networked communication solutions to business. His previous communications
industry experience started as the Chief Operating Officer, President and
director of Nextel Communications, Inc. from 1989 to 1995 and subsequently with
ProCommunications, Inc. from 1996 to 1997. He has been a member of the board of
directors of NovAtel, Inc., a global GPS provider, since 1997, Fusion
Telecommunications, an international long distance service provider, since 1998,
and TechTronic Industries, a Hong Kong based manufacturer of consumer
appliances, since 1998. Before Nextel, Mr. Schleicher spent 10 years in the
consumer durables and energy sectors of industry and four years with KPMG Peat
Marwick in various capacities. He is a graduate of the Carlson School of the
University of Minnesota.
Kenneth I. Starr has served as a member of our board of directors since
April 2000. Mr. Starr has also served as the Chairman and Chief Executive
Officer of Starr & Company, a New York City-based accounting and business
management firm, since he founded this firm in 1986.
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Brian K. Goodkind has served as our Executive Vice President and Chief
Operating Officer since April 2000. Prior to that, since April 1998, Mr.
Goodkind served as the Vice-Chairman, Executive Vice President, and General
Counsel to Terremark. In this capacity, Mr. Goodkind oversaw the operations,
risk management, systems development, and legal matters for Terremark. Mr.
Goodkind has been a member of the Florida Bar since 1982, and was in private
practice for 16 years, specializing in commercial litigation, employment law,
international transactions and real estate. His experience includes over 11
years, from 1986 to 1998, as one of two founding partners of a seventy-attorney
full-service law firm, for which he served as managing partner for over five
years. Mr. Goodkind received his Bachelor of Arts degree from the University of
Alabama and his J.D. from the University of Florida.
EMPLOYMENT AGREEMENTS
We have entered into employment agreements with Manuel D. Medina,
Joseph R. Wright Jr. and Brian K. Goodkind.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires our
officers and directors, and persons who own more than ten percent of a
registered class of our equity securities, to file reports of ownership and
changes in ownership with the SEC. Officers, directors and greater than ten
percent shareholders are required by SEC regulations to furnish us with copies
of all Section 16(a) forms they file.
Based solely on our review of the copies of the forms furnished to us
and written representations of the reporting persons, we believe that during
the fiscal year ended March 31, 2001 all Section 16(a) filing requirements
applicable to our officers, directors and greater than ten percent beneficial
owners were complied with, except: (i) Clifford J. Preminger filed a Form 3 on
February 12, 2001 which Form 3 should have been filed no later than May 10,
2000; (ii) Vistagreen Holdings (Bahamas) Limited filed a Form 3 on April 16,
2001 which Form 3 should have been filed no later than May 10, 2000; (iii)
Paradise Stream (Bahamas) Limited filed a Form 4 on June 11, 2001 reporting the
transfer of an aggregate of 200,000 shares which Form 4 should have been filed
no later than February 10, 2001; and (iv) Marvin S. Rosen filed a Form 4 on June
11, 2001 reporting the purchase of an aggregate of $75,000 of convertible
debentures during March 2001 which Form 4 should have been filed no later than
April 10, 2001.
ITEM 11. EXECUTIVE COMPENSATION.
The following tables set forth certain information concerning
compensation for the fiscal years ended March 31, 2001, 2000 and 1999 of our
executive officers, including the Chief Executive Officer and four executive
officers whose total annual salary and bonus exceeded $100,000, for the fiscal
year ended March 31, 2001.
LONG TERM COMPENSATION AWARDS
NAME AND PRINCIPAL OTHER ANNUAL STOCK OPTIONS SARS
POSITION YEAR SALARY ($) BONUS($) COMPENSATION AWARDS($) (#)
------------------- ---- ---------- -------- ------------ --------- -------------
Manuel D. Medina 2001 $350,000
Chairman of the Board & 2000 $350,000
President 1999 $350,000
Joseph R. Wright 2001 $250,000
Vice Chairman & 2000 $285,000 35,000 (1) 87,500 200,000
President TerreNap Data 1999 $483,333 35,000 (1)
Centers, Inc.
Brian K. Goodkind 2001 $250,000 150,000
Chief Operating 2000 $250,000
Officer & Executive Vice 1999 $250,000
President
Michael L. Katz 2001 $250,000 150,000
President TerreNAP 2000 $250,000
Services, Inc. 1999 $250,000
William J. Biondi 2001 $250,000 150,000
President Terremark 2000 $250,000
Realty, Inc. 1999 $250,000
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(1) During fiscal 1999 and 2000, we paid approximately $30,000 per year on
behalf of Mr. Wright for certain personal tax and accounting services
rendered by third parties for Mr. Wright.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table shows the amount of common stock beneficially owned
as of July 9, 2001, by (i) each of our directors, (ii) each of our executive
officers named in the Summary Compensation Table, (iii) all of our directors and
executive officers as a group and (iv) each person known by us to beneficially
own more than 5% of our outstanding common stock. Unless otherwise provided, the
address of each holder is c/o Terremark Worldwide, Inc., 2601 S. Bayshore Drive,
Miami, Florida 33133. As of July 9, 2001, there were 199,222,179 shares of our
common stock outstanding.
AMOUNT AND NATURE OF PERCENTAGE OF OUTSTANDING
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1) COMMON SHARES OWNED
- ------------------------------------ ----------------------- -------------------
Manuel D. Medina ...................... 32,197,913(2) 16.16%
Guillermo Amore ....................... 1,216,807(3) *
Brian K. Goodkind ..................... 2,518,693(4) *
Timothy Cyprian George Elwes .......... 0 0
Jose Maria Figueres-Olsen ............. 100,000 *
Marvin S. Rosen ....................... 1,217,150(5) *
Miguel J. Rosenfeld ................... 1,286,709(6) *
Joel A. Schleicher .................... 50,000 *
Kenneth J. Starr ...................... 100,000 *
Joseph R. Wright, Jr .................. 492,500 *
Vistagreen Holdings (Bahamas)
Limited ............................ 31,909,128(7) 16.02%
Paradise Stream (Bahamas)
Limited ............................ 25,000,000(8) 12.55%
TCO Company Limited ................... 34,094,139(9) 17.11%
All directors and executive officers as
a group (10 persons) ............... 39,179,772 19.39%
- ---------------
* Represents less than 1%.
(1) A person is deemed to be the beneficial owner of securities that can be
acquired by such person within 60 days from July 9, 2001 upon the exercise
of options or warrants. Each beneficial owner's percentage ownership is
determined by assuming that options and warrants that are held by such
person, but not those held by any other person, and that are exercisable
within 60 days from the applicable date have been exercised.
(2) These include shares to which the holder has sole voting and investment
power or shares such power with his spouse.
(3) Includes 1,131,807 shares of common stock underlying convertible debentures
which are exercisable within 60 days from July 9, 2001.
(4) Includes 150,000 stock options and 98,892 shares of common stock underlying
convertible debentures which are exercisable within 60 days from July 9,
2001.
(5) Includes 305,810 stock options exercisable within 60 days from July 9,
2001.
(6) Includes 100,000 stock options which are exercisable within 60 days from
July 9, 2001. Includes 1,186,709 shares of common stock underlying
convertible debentures which are exercisable within 60 days from July 9,
2001which are owned indirectly by Mr. Rosenfeld.
(7) Vistagreen Holdings (Bahamas) Limited, Charlotte House, Charlotte Street,
P.O. Box N-65, Nassau Bahamas, is the beneficial owner of 31,909,128 shares
of our common stock.
(8) Paradise Stream Holdings (Bahamas) Limited, Charlotte House, Charlotte
Street, P.O. Box N-65, Nassau Bahamas, is the beneficial owner of
25,000,000 shares of our common stock.
(9) TCO Company Limited, Charlotte House, Charlotte Street, P.O. Box N-65,
Nassau Bahamas. As reported in this holder's Schedule 13D, and any
amendments thereto, filed with the Securities Exchange Commission on June
18, 2001.
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Mr. Medina, our Chairman, President and Chief Executive Officer is a
member of the board of directors of Fusion and, through his interest in a
general partnership, owns approximately 695,500 shares of Fusion common stock,
along with options and warrants. There are also interlocking directors between
us and Fusion. The interlocking directors consist of Messrs. Medina, Rosen,
Schleicher and Wright.
Prior to the merger, some of our officers and directors owned
partnership interests in One Merrick Way and Galloway Medical Associates, Ltd.,
which owns Alhambra Center and Galloway Medical Park, respectively. We provided
management services to both partnerships for a fee. These management fees
totaled $35,000, for the year ended March 31, 2001. During the fiscal 2000
year, Terremark also provided management services to the Fortune House
Condominium Association and recorded as income $54,000 relating to services
performed.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a) 1 and 2. The financial statements listed in the accompanying Table
of Contents to Consolidated Financial Statements and Financial Statement
Schedule on page F-1 herein are filed as part of this report.
3. The exhibits listed in the Exhibit Index are filed with or
incorporated by reference as part of this report.
(b) The following Report was filed on Form 8-K during the fourth
quarter of the fiscal year ended March 31, 2001:
The Company filed a Form 8-K with respect to completion of the sale of
certain of its telecom facilities management operations to MP Telecom, LLC,
pursuant to an agreement dated January 12, 2001.
(c) The following exhibits, which are furnished with this Annual Report
or incorporated herein by reference, are filed as part of this Annual Report.
EXHIBIT NUMBER EXHIBIT DESCRIPTION
- -------------- -------------------
2.1 Agreement for Sale of Assets by and between ITV
Communications, Inc. and Netmatics, Inc., dated January
11, 1996, and Promissory Note and Security Agreement
dated January 16, 1996 (1)
2.2 Agreement of Merger between AVIC Group International,
Inc., a Colorado corporation, with and into AVIC Group
International, Inc., a Delaware corporation dated July
10, 1996 (2)
2.3 Agreement and Plan of Merger by and between Terremark
Holdings, Inc. and AmTec, Inc., dated as of November 24,
1999, as amended by that certain Amendment to Agreement
and Plan of Merger, dated as of February 11, 2000 (3)
2.4 Letter agreement dated January 12, 2001 among MP Telecom,
LLC, Terremark Worldwide, Inc., Clifford J. Preminger,
Thomas M. Mulroy and Manuel Medina (4)
3.1 Certificate of Merger of Terremark Holdings, Inc. with
and into AmTec, Inc. (5)
3.2 Restated Certificate of Incorporation of the Company (5)
3.3 Restated Bylaws of the Company (5)
3.4 Certificate of Designations of Preferences of Series G
Convertible Preferred Stock of the Company (5)
3.5 Certificate of Designations of Preferences of Series H
Convertible Preferred Stock of the Company
4.2 Specimen Stock Certificate (1)
26
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EXHIBIT NUMBER EXHIBIT DESCRIPTION
- -------------- -------------------
4.3 Form of 13% Subordinated Convertible Debenture, due
December 31, 2005 (6)
4.4 Form of Warrant for the Purchase of Shares of Common
Stock (6)
10.1 1995 Stock Option Plan (7)
10.2 1996 Stock Option Plan (7)
10.3 Real Property Lease between Lexreal Associates and the
Company dated May 8, 1995 (7)
10.4 Form of Indemnification Agreement for directors and
officers of the Company (2)
10.5 Employment Agreement with Joseph R. Wright(8)
10.6 Employment Agreement with Manuel Medina
10.7 Employment Agreement with Brian Goodkind (9)
10.8 Employment Agreement with Irving Padron Jr. (10)
10.9 Employment Agreement with Michael Katz (11)
21 Subsidiaries of the Company
- ----------------
(1) Previously filed as part of the Company's Current Report on Form 8-K
dated March 6, 1997.
(2) Previously filed as part of the Company's Definitive Proxy Statement
filed on April 18, 1996.
(3) Previously filed as part of the Company's Definitive Proxy Statement
filed on March 24, 2000.
(4) Previously filed as part of the Company's Current Report on Form 8-K
dated February 28, 2001.
(5) Previously filed as an exhibit to the Company's Registration Statement on
Form S-3 filed May 15, 2000.
(6) Previously filed as part of the Company's Quarterly Report on Form 10-Q
filed on February 14, 2001.
(7) Previously filed as part of the Company's Transition Report on Form
10-KSB for the transition period from October 1, 1994 to March 31, 1995.
(8) Previously filed as exhibit 10.6 to the Company's Annual Report on Form
10-KSB filed June 29, 2000.
(9) Previously filed as exhibit 10.2 to the Company's Quarterly Report on
Form 10-Q filed on November 14, 2000.
(10) Previously filed as exhibit 10.3 to the Company's Quarterly Report on
Form 10-Q filed on November 14, 2000.
(11) Previously filed as exhibit 10.4 to the Company's Quarterly Report on
Form 10-Q filed on November 14, 2000.
27
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, on the 13th day of
July 2001.
Terremark Worldwide, Inc.
By: /s/ MANUEL D. MEDINA
--------------------------------------
Manuel D. Medina, Chairm