912890--6/9/2009--TERREMARK_WORLDWIDE

related topics

{stock, price, share}

{system, service, information}

{property, intellectual, protect}

{debt, indebtedness, cash}

{financial, litigation, operation}

{regulation, government, change}

{condition, economic, financial}

{operation, natural, condition}

{operation, international, foreign}

{personnel, key, retain}

{customer, product, revenue}

{cost, operation, labor}

{regulation, change, law}

{cost, regulation, environmental}

We anticipate that a significant portion of our revenues will be from contracts with agencies of the United States government, and uncertainties in government contracts could adversely affect our business. We derive a significant portion of our revenues from a few clients; accordingly, a reduction in our clients demand for our services or the loss of clients could impair our financial performance. A failure to meet customer specifications or expectations could result in lost revenues, increased expenses, negative publicity, claims for damages and harm to our reputation and cause demand for our services to decline. Our ability to successfully market our services could be substantially impaired if we are unable to deploy new infrastructure systems and applications or if new infrastructure systems and applications deployed by us prove to be unreliable, defective or incompatible. Any interruptions in, or degradation of, our private transit Internet connections could result in the loss of customers or hinder our ability to attract new customers. Our network infrastructure could fail, which would impair our ability to provide guaranteed levels of service and could result in significant operating losses. Our dependence on third parties increases the risk that we will not be able to meet our customers needs for software, systems and services on a timely or cost-effective basis, which could result in the loss of customers. We could be subject to increased operating costs, as well as claims, litigation or other potential liability, in connection with risks associated with Internet security and the security of our systems. We may be subject to legal claims in connection with the information disseminated through our network, which could divert management s attention and require us to expend significant financial resources. If we are unable to protect our intellectual property and prevent its use by third parties, our ability to compete in the market will be harmed. Our products or services could infringe on the intellectual property rights of others, which may lead to litigation that could itself be costly, could result in the payment of substantial damages or royalties and/or prevent us from using technology that is essential to our products or services. We license intellectual property rights from third-party owners. If such owners do not properly maintain or enforce the intellectual property underlying such licenses, our competitive position and business prospects could be harmed. Our licensor may also seek to terminate our license. We rely on trade secrets and other forms of non-patent intellectual property protection. If we are unable to protect our trade secrets, other companies may be able to compete more effectively against us. We may be subject to damages resulting from claims that we or our employees have wrongfully used or disclosed alleged trade secrets of their former employers. We may be exposed to liability under non-solicitation agreements to which one or more of our employees may be a party with certain of our competitors. We may become subject to burdensome government regulation and legal uncertainties that could substantially harm our business or expose us to unanticipated liabilities. Difficulties presented by international economic, political, legal, accounting and business conditions could harm our business in international markets. We have significant debt service obligations which will require the use of a substantial portion of our available cash. Our Credit Facilities, Senior Convertible Notes, and Series B Notes contain numerous restrictive covenants. If our financial condition deteriorates, we may be delisted by the NASDAQ and our stockholders could find it difficult to sell our common stock. Our business could be harmed by prolonged electrical power outages or shortages, or increased costs of energy. We are dependent on key personnel and the loss of these key personnel could have a material adverse effect on our success. We may encounter difficulties implementing our expansion plan. If the world-wide financial crisis and the ongoing economic recession continues or intensifies, our ability to meet long-term commitments and our ability to grow our business would be adversely affected; this could adversely affect our results of operations, cash flows and financial condition. Risk Factors Related to Our Common Stock Our stock price may be volatile, and you could lose all or part of your investment. We expect that the price of our common stock will be significantly affected by the availability of shares for sale in the market. Our common shares are thinly traded and, therefore, relatively illiquid. Existing stockholders interest in us may be diluted by additional issuances of equity securities. We do not expect to pay dividends on our common stock, and investors will be able to receive cash in respect of the shares of common stock only upon the sale of the shares.

Full 10-K form ▸

912890--6/9/2009--TERREMARK_WORLDWIDE_INC.