##### Table of Contents





UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-Q





(Mark One)

|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended March 31, 2011

OR



| ̈ | 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:
333-134090





LOGO

Intcomex, Inc.

(Exact name of registrant as specified in its charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 65-0893400                          
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer Identification No.)

3505 NW 107thAvenue, Miami, FL 33178

(Address of principal executive offices) (Zip Code)

(305) 477-6230

(Registrants telephone number, including area code)





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 whether the registrant has submitted electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files).     ̈  Yes     ̈  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.



|                        |  |                                                  |  |                           |  |  
|----------------------- |  | ------------------------------------------------ |  | ------------------------- |  | -
|Large accelerated filer |  |  ̈                                                |  | Accelerated filer         |  |  ̈
|                        |  |                                                  | 
|Non-accelerated filer   |  | x  (Do not check if a smaller reporting company) |  | Smaller reporting company |  |  ̈



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     ̈  Yes    x  No

Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date.

As of May 13, 2011, the registrant had 168,126 shares of common stock, voting, $0.01 par value, and no shares of Class B common stock, non-voting, $0.01 par value, outstanding. There is no public
trading market for the common stock.









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##### Table of Contents

INTCOMEX, INC.

INDEX TO QUARTERLY REPORT ON FORM 10-Q

PART I  FINANCIAL INFORMATION



|                            |  |                                                                                              |    |      |    | 
|--------------------------- |  | -------------------------------------------------------------------------------------------- | -- | ---- | -- | 
|                            |  |                                                                                              |    | Page |   
|Item 1.                     |  | Financial Statements.                                                                        |    |      |    | 
|                            |  |                                                                                             
|                            |  | Condensed Consolidated Balance Sheets as of March 31, 2011 and December 31, 2010             |    |      | 3  | 
|                            |  |                                                                                             
|                            |  | Condensed Consolidated Statements of Operations - Three months ended March 31, 2011 and 2010 |    |      | 4  | 
|                            |  |                                                                                             
|                            |  | Condensed Consolidated Statements of Cash Flows - Three months ended March 31, 2011 and 2010 |    |      | 5  | 
|                            |  |                                                                                             
|                            |  | Notes to Condensed Consolidated Financial Statements (Unaudited)                             |    |      | 6  | 
|                            |  |                                                                                             
|Item 2.                     |  | Managements Discussion and Analysis of Financial Condition and Results of Operations.       |    |      | 28 | 
|                            |  |                                                                                             
|Item 3.                     |  | Quantitative and Qualitative Disclosures About Market Risk.                                  |    |      | 41 | 
|                            |  |                                                                                             
|Item 4.                     |  | Controls and Procedures.                                                                     |    |      | 41 | 
|                           
|PART II  OTHER INFORMATION | 
|                            |  |                                                                                             
|Item 1.                     |  | Legal Proceedings.                                                                           |    |      | 42 | 
|                            |  |                                                                                             
|Item 1A.                    |  | Risk Factors.                                                                                |    |      | 42 | 
|                            |  |                                                                                             
|Item 2.                     |  | Unregistered Sales of Equity Securities and Use of Proceeds.                                 |    |      | 42 | 
|                            |  |                                                                                             
|Item 3.                     |  | Defaults Upon Senior Securities.                                                             |    |      | 42 | 
|                            |  |                                                                                             
|Item 4.                     |  | (Removed and Reserved).                                                                      |    |      | 42 | 
|                            |  |                                                                                             
|Item 5.                     |  | Other Information.                                                                           |    |      | 42 | 
|                            |  |                                                                                             
|Item 6.                     |  | Exhibits.                                                                                    |    |      | 43 | 
|                            | 
|Signatures                  |  |                                                                                              | 44 |     



2



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##### Table of Contents

Part I  FINANCIAL INFORMATION



|Item 1. | Financial Statements.
|------- | ---------------------

INTCOMEX, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except per
share data)



|                                                                                                                                              |  |               |         |   |                  |   |         |  
|--------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | ------- | - | ---------------- | - | ------- | -
|                                                                                                                                              |  | March 31,2011 |         |   | December 31,2010 |  
|                                                                                                                                              |  | (Unaudited)   |         |   |                  |  
|Assets                                                                                                                                        |  |               |         |   |                  |   |         |  
|Current assets                                                                                                                                |  |               |         |   |                  |   |         |  
|Cash and cash equivalents                                                                                                                     |  | $             | 24,558  |   |                  | $ | 28,867  |  
|Restricted cash                                                                                                                               |  |               |        |   |                  |   | 371     |  
|Trade accounts receivable (net of allowance for doubtful accounts of $4,534 and $4,590 at March 31, 2011 and
December 31, 2010, respectively) |  |               | 115,644 |   |                  |   | 116,888 |  
|Inventories                                                                                                                                   |  |               | 118,187 |   |                  |   | 110,390 |  
|Prepaid expenses, notes receivable and other                                                                                                  |  |               | 42,454  |   |                  |   | 39,558  |  
|Due from related parties                                                                                                                      |  |               | 327     |   |                  |   | 287     |  
|                                                                                                                                              |  |               |         |   |                  |   |         |  
|Total current assets                                                                                                                          |  |               | 301,170 |   |                  |   | 296,361 |  
|Property and equipment, net                                                                                                                   |  |               | 16,314  |   |                  |   | 16,330  |  
|Goodwill                                                                                                                                      |  |               | 13,982  |   |                  |   | 13,862  |  
|Identifiable intangible assets                                                                                                                |  |               | 1,368   |   |                  |   | 1,396   |  
|Notes receivable and other                                                                                                                    |  |               | 18,069  |   |                  |   | 18,156  |  
|                                                                                                                                              |  |               |         |   |                  |   |         |  
|Total assets                                                                                                                                  |  | $             | 350,903 |   |                  | $ | 346,105 |  
|                                                                                                                                              |  |               |         |   |                  |   |         |  
|Liabilities and Shareholders Equity                                                                                                          |  |               |         |   |                  |   |         |  
|Liabilities                                                                                                                                   |  |               |         |   |                  |   |         |  
|Current liabilities                                                                                                                           |  |               |         |   |                  |   |         |  
|Lines of credit                                                                                                                               |  | $             | 23,264  |   |                  | $ | 21,256  |  
|Current maturities of long-term debt                                                                                                          |  |               | 5,699   |   |                  |   | 5,693   |  
|Accounts payable                                                                                                                              |  |               | 146,703 |   |                  |   | 147,129 |  
|Accrued expenses and other                                                                                                                    |  |               | 21,860  |   |                  |   | 17,874  |  
|Due to related parties                                                                                                                        |  |               | 49      |   |                  |   | 51      |  
|                                                                                                                                              |  |               |         |   |                  |   |         |  
|Total current liabilities                                                                                                                     |  |               | 197,575 |   |                  |   | 192,003 |  
|Long-term debt, net of current maturities                                                                                                     |  |               | 110,683 |   |                  |   | 110,558 |  
|Other long-term liabilities                                                                                                                   |  |               | 4,448   |   |                  |   | 4,503   |  
|                                                                                                                                              |  |               |         |   |                  |   |         |  
|Total liabilities                                                                                                                             |  |               | 312,706 |   |                  |   | 307,064 |  
|                                                                                                                                              |  |              
|Commitments and contingencies                                                                                                                 |  |               |         |   |                  |   |         |  
|                                                                                                                                              |  |              
|Shareholders equity                                                                                                                          |  |               |         |   |                  |   |         |  
|Common stock, voting $0.01 par value, 140,000 shares authorized, 100,000 issued and outstanding                                               |  |               | 1       |   |                  |   | 1       |  
|Class B common stock, non-voting $0.01 par value, 60,000 shares authorized, 29,357 issued and outstanding                                     |  |               |        |   |                  |   |        |  
|Additional paid in capital                                                                                                                    |  |               | 41,566  |   |                  |   | 41,539  |  
|Retained earnings                                                                                                                             |  |               | 185     |   |                  |   | 1,503   |  
|Accumulated other comprehensive loss                                                                                                          |  |               | (3,555  | ) |                  |   | (4,002  | )
|                                                                                                                                              |  |               |         |   |                  |   |         |  
|Total shareholders equity                                                                                                                    |  |               | 38,197  |   |                  |   | 39,041  |  
|                                                                                                                                              |  |               |         |   |                  |   |         |  
|Total liabilities and shareholders equity                                                                                                    |  | $             | 350,903 |   |                  | $ | 346,105 |  
|                                                                                                                                              |  |               |         |   |                  |   |         |  

The accompanying notes are an integral part of the condensed consolidated financial statements.



3



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INTCOMEX, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in thousands, except share data)

(Unaudited)



|                                                                                                                      |  |                             |         |   |      |   |         |  
|--------------------------------------------------------------------------------------------------------------------- |  | --------------------------- | ------- | - | ---- | - | ------- | -
|                                                                                                                      |  | Three Months EndedMarch 31, |        
|                                                                                                                      |  | 2011                        |         |   | 2010 |  
|Revenue                                                                                                               |  | $                           | 250,751 |   |      | $ | 243,645 |  
|                                                                                                                      |  |                            
|Cost of revenue                                                                                                       |  |                             | 225,413 |   |      |   | 219,885 |  
|                                                                                                                      |  |                             |         |   |      |   |         |  
|Gross profit                                                                                                          |  |                             | 25,338  |   |      |   | 23,760  |  
|                                                                                                                      |  |                            
|Operating expenses                                                                                                    |  |                             |         |   |      |   |         |  
|Selling, general and administrative                                                                                   |  |                             | 19,686  |   |      |   | 16,895  |  
|Depreciation and amortization                                                                                         |  |                             | 1,122   |   |      |   | 1,074   |  
|                                                                                                                      |  |                             |         |   |      |   |         |  
|Total operating expenses                                                                                              |  |                             | 20,808  |   |      |   | 17,969  |  
|Operating income                                                                                                      |  |                             | 4,530   |   |      |   | 5,791   |  
|                                                                                                                      |  |                            
|Other expense (income)                                                                                                |  |                             |         |   |      |   |         |  
|Interest expense                                                                                                      |  |                             | 5,018   |   |      |   | 4,889   |  
|Interest income                                                                                                       |  |                             | (240    | ) |      |   | (92     | )
|Foreign exchange loss                                                                                                 |  |                             | 104     |   |      |   | 469     |  
|Other expense, net                                                                                                    |  |                             | 9       |   |      |   | 92      |  
|                                                                                                                      |  |                             |         |   |      |   |         |  
|Total other expense                                                                                                   |  |                             | 4,891   |   |      |   | 5,358   |  
|(Loss) income before provision for income taxes                                                                       |  |                             | (361    | ) |      |   | 433     |  
|                                                                                                                      |  |                            
|Provision for income taxes                                                                                            |  |                             | 957     |   |      |   | 546     |  
|                                                                                                                      |  |                             |         |   |      |   |         |  
|Net loss                                                                                                              |  | $                           | (1,318  | ) |      | $ | (113    | )
|                                                                                                                      |  |                             |         |   |      |   |         |  
|                                                                                                                      |  |                            
|Net loss per weighted average share of common stock, voting and Class B common stock, non-voting:                     |  |                             |         |   |      |   |         |  
|Basic                                                                                                                 |  | $                           | (10.19  | ) |      | $ | (0.87   | )
|                                                                                                                      |  |                             |         |   |      |   |         |  
|Diluted                                                                                                               |  | $                           | (10.19  | ) |      | $ | (0.87   | )
|                                                                                                                      |  |                             |         |   |      |   |         |  
|                                                                                                                      |  |                            
|Weighted average number of common shares, voting and Class B common stock, non-voting, used in per share
calculation: |  |                             |         |   |      |   |         |  
|Basic                                                                                                                 |  |                             | 129,357 |   |      |   | 129,357 |  
|                                                                                                                      |  |                             |         |   |      |   |         |  
|Diluted                                                                                                               |  |                             | 129,357 |   |      |   | 129,357 |  
|                                                                                                                      |  |                             |         |   |      |   |         |  

The accompanying notes are an integral part of the condensed consolidated financial statements.



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INTCOMEX, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(Unaudited)



|                                                                                          |  |                             |        |   |      |   |         |  
|----------------------------------------------------------------------------------------- |  | --------------------------- | ------ | - | ---- | - | ------- | -
|                                                                                          |  | Three Months EndedMarch 31, |       
|                                                                                          |  | 2011                        |        |   | 2010 |  
|Cash flows from operating activities:                                                     |  |                             |        |   |      |   |         |  
|Net loss                                                                                  |  | $                           | (1,318 | ) |      | $ | (113    | )
|Adjustments to reconcile net loss to net cash (used in) provided by operating activities: |  |                             |        |   |      |   |         |  
|Stock-based compensation expense                                                          |  |                             | 27     |   |      |   | 64      |  
|Depreciation expense                                                                      |  |                             | 1,031  |   |      |   | 956     |  
|Amortization expense                                                                      |  |                             | 681    |   |      |   | 726     |  
|Bad debt expense                                                                          |  |                             | 83     |   |      |   | 184     |  
|Inventory obsolescence expense                                                            |  |                             | 60     |   |      |   | 187     |  
|Deferred income tax expense                                                               |  |                             | 240    |   |      |   | 163     |  
|Gain on disposal of property and equipment and other                                      |  |                             | (25    | ) |      |   | (9      | )
|                                                                                          |  |                            
|Change in operating assets and liabilities:                                               |  |                             |        |   |      |   |         |  
|Decrease (increase) in:                                                                   |  |                             |        |   |      |   |         |  
|Trade accounts receivables                                                                |  |                             | 1,161  |   |      |   | (4,155  | )
|Inventories                                                                               |  |                             | (7,857 | ) |      |   | (28,774 | )
|Prepaid expenses, notes receivable and other                                              |  |                             | (3,240 | ) |      |   | (115    | )
|Due from related parties                                                                  |  |                             | (40    | ) |      |   | 42      |  
|(Decrease) increase in:                                                                   |  |                             |        |   |      |   |         |  
|Accounts payable                                                                          |  |                             | (426   | ) |      |   | 27,268  |  
|Accrued expenses and other                                                                |  |                             | 4,105  |   |      |   | 5,463   |  
|Due to related parties                                                                    |  |                             | (2     | ) |      |   |        |  
|                                                                                          |  |                             |        |   |      |   |         |  
|Net cash (used in) provided by operating activities                                       |  |                             | (5,520 | ) |      |   | 1,887   |  
|                                                                                          |  |                            
|Cash flows from investing activities:                                                     |  |                             |        |   |      |   |         |  
|Purchases of property and equipment                                                       |  |                             | (992   | ) |      |   | (919    | )
|Proceeds from notes receivable                                                            |  |                             | 35     |   |      |   |        |  
|Proceeds from disposition of assets                                                       |  |                             | 37     |   |      |   | 58      |  
|                                                                                          |  |                             |        |   |      |   |         |  
|Net cash used in investing activities                                                     |  |                             | (920   | ) |      |   | (861    | )
|                                                                                          |  |                            
|Cash flows from financing activities:                                                     |  |                             |        |   |      |   |         |  
|Borrowings under lines of credit, net                                                     |  |                             | 2,008  |   |      |   | 2,324   |  
|Payments of long-term debt                                                                |  |                             | (142   | ) |      |   | (141    | )
|                                                                                          |  |                             |        |   |      |   |         |  
|Net cash provided by financing activities                                                 |  |                             | 1,866  |   |      |   | 2,183   |  
|Effect of foreign currency exchange rate changes on cash and cash equivalents             |  |                             | 265    |   |      |   | 753     |  
|                                                                                          |  |                             |        |   |      |   |         |  
|Net (decrease) increase in cash and cash equivalents                                      |  |                             | (4,309 | ) |      |   | 3,962   |  
|Cash and cash equivalents, beginning of period                                            |  | $                           | 28,867 |   |      | $ | 27,234  |  
|                                                                                          |  |                             |        |   |      |   |         |  
|Cash and cash equivalents, end of period                                                  |  | $                           | 24,558 |   |      | $ | 31,196  |  
|                                                                                          |  |                             |        |   |      |   |         |  

The accompanying notes are an integral part of the condensed consolidated financial statements.



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INTCOMEX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

(Unaudited)

Note 1. Organization and Basis of Presentation

Nature of Operations

Intcomex, Inc. (Intcomex) is a United
States (U.S.) based pure play value-added international distributor of computer information technology (IT) products focused solely on serving Latin America and the Caribbean (the Region). Intcomex distributes
computer equipment, components, peripherals, software, computer systems, accessories, networking products and digital consumer electronics. Intcomex offers single source purchasing to its customers by providing an in-stock selection of products from
vendors, including many of the worlds leading IT product manufacturers. The Company operates a sales and distribution center in the U.S. (the Miami Operations) and 25 sales and distribution centers in Latin America and the
Caribbean with in-country operations in 12 countries  Argentina, Chile, Colombia, Costa Rica, Ecuador, El Salvador Guatemala, Jamaica, Mexico, Panama, Peru and Uruguay, collectively, (the In-country Operations).

Organization

The
accompanying unaudited condensed consolidated financial statements include the accounts of Intcomex (the Parent) and its subsidiaries (collectively referred to herein as the Company) including the accounts of Intcomex
Holdings, LLC (Holdings) (parent company of Software Brokers of America, Inc. (SBA), a Florida corporation), IXLA Holdings, Ltd. (IXLA), IFC International, LLC, a Delaware limited liability company
(IFC), Intcomex International Holdings Cooperatief U.A., a Netherlands cooperative (Coop). IXLA is the Cayman Islands limited time duration holding company of 14 separate subsidiaries located in Central America, South America
and the Caribbean. IFC and Coop are the parent companies of Intcomex Holdings SPC-1, LLC (Intcomex SPC-1 Mexico) (parent company of Centel, S.A. de C.V. (Intcomex Mexico), a dually formed company in the U.S. and Mexico).

Use of Accounting Estimates

The Company prepares its unaudited condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP). The
principles require the Company to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, the reported amounts
of revenues and expenses, cash flows and the related footnote disclosures during the period. On an on-going basis, the Company reviews and evaluates its estimates and assumptions, including, but not limited to, those that relate to the realizable
value of accounts receivable, inventories, identifiable intangible assets, goodwill and other long-lived assets, income taxes and contingencies. Actual results could differ from these estimates.

Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with the instructions to the Quarterly Report on Form 10-Q and Article 10 of
Regulation S-X, pursuant to the rules and regulations of the United States Securities and Exchange Commission (SEC). Accordingly, they do not include certain information and disclosures normally required for comprehensive annual
consolidated financial statements. Therefore, the condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto for the year ended December 31, 2010, included
in the Companys Annual Report on Form 10-K filed with the SEC on March 31, 2011 (Annual Report). The results of operations for the three months ended March 31, 2011, may not be indicative of the results of operations that
can be expected for the full year.

In managements opinion, the accompanying unaudited condensed consolidated financial
statements reflect all material adjustments, consisting only of normal recurring adjustments, necessary to fairly state the financial position of the Company as of March 31, 2011, and its results of operations for the three months ended
March 31, 2011 and 2010 and its statements of cash flows for the three months ended March 31, 2011 and 2010. All significant intercompany accounts and transactions have been eliminated in consolidation. The consolidated financial
statements reflect the Company as the reporting entity for all periods presented.



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INTCOMEX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

(Unaudited)



Basis of Presentation

The Company evaluated subsequent events through the date of the filing of this Quarterly Report on Form 10-Q (Quarterly Report), the date the Company issued its unaudited condensed
consolidated financial statements.

Fair Value of Financial Instruments

Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 820, Fair Value
Measurements and Disclosures (ASC 820) establishes a framework for all fair value measurements and expands disclosures related to fair value measurement and developments. ASC 820 defines fair value as the price that would be received
to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 requires that assets and liabilities measured at fair value are classified and disclosed in one of the following
three categories:

Level 1Quoted market prices for identical assets or liabilities in active markets or observable
inputs;

Level 2Significant other observable inputs that can be corroborated by observable market data; and

Level 3Significant unobservable inputs that cannot be corroborated by observable market data.

The carrying amounts of cash and cash equivalents, restricted cash, trade accounts receivable, notes receivable and
other, accounts payable, accrued expenses and other approximate fair value because of the short-term nature of these items. The carrying amounts of outstanding short-term debt approximate fair value because interest rates over the term of these
financial instruments approximate current market interest rates available to the Company. The current market price of outstanding long-term debt approximates fair value because the Companys $120,000 aggregate principal amount 131/4% Second Priority Senior Secured Notes due December 15, 2014
(the New 131/4% Senior Notes) are
currently tradable under the Securities Act of 1933 Rule 144A, Private Resales of Securities to Institutions. As of March 31, 2011, the New
131/4% Senior Notes were tradable at 105.5 of the
principal amount.

The Company is exposed to fluctuations in foreign exchange rates. The Company reduces
its exposure to the fluctuations by periodically using derivative financial instruments and entering into derivative transactions with large multinational banks to manage this primary risk, foreign currency price risk. The Companys derivative
instruments may be comprised of the following types of instruments:

Foreign currency forward contractsDerivative
instruments that convert one currency to another currency and contain a fixed amount, fixed exchange rate used for conversion and fixed future date on which the conversion will be made. The Company recognizes unrealized loss (gain) in the statements
of operations for temporary fluctuations in the value of non-qualifying derivative instruments designated as cash flow hedges, if the fair value of the underlying hedged currency increases (decreases) prior to maturity. The Company reports realized
loss (gain) upon conversion if the fair value of the underlying hedged currency increases (decreases) as of the maturity date.

Foreign currency collarsDerivative instruments that contain a fixed floor price (put option) and fixed ceiling price (call
option). If the market price exceeds the call option strike price or falls below the put option strike price, the Company receives the fixed price or pays the counterparty bank the market price. If the market price is between the call and put option
strike prices, neither the Company nor the counterparty bank are required to make a payment.

The amount required to enter
into similar offsetting contracts with similar remaining maturities based on quoted market prices approximates the fair value of derivative financial instruments. The Companys foreign currency forward contracts are measured on a recurring
basis based on foreign currency spot rates quoted by financial institutions (Level 2) and are marked-to-market each period with gains and losses on these contracts recorded in foreign exchange (gain) loss in the Companys unaudited,
condensed consolidated statements of operations in the period in which the value changes with the offsetting amount for unsettled positions included in other current assets or liabilities in the unaudited condensed, consolidated balance sheets. The
location and amounts of the fair value in the consolidated balance sheets and (gain) loss in the statements of operations related to the Companys derivative instruments are described in Note 8. Fair Value of Derivative Instruments
in these Notes to Condensed Consolidated Financial Statements (Unaudited).



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INTCOMEX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

(Unaudited)



There were no changes to our valuation methodology for assets and liabilities measured
at fair value during the three months ended March 31, 2011 and 2010. The Company did not have any foreign currency collars or contracts outstanding as of March 31, 2011 and December 31, 2010.

Computation of Net Loss per Share

The Company reports both basic and diluted net loss per share. Basic net loss per share excludes dilution and is computed by dividing net loss by the weighted average number of common shares outstanding
during the period. Diluted net loss per share is computed using the weighted average number of common shares and dilutive potential common shares outstanding during the period. Dilutive potential common shares primarily reflect the potential
dilution that could occur if stock options and other commitments to issue common stock were exercised using the treasury stock method.

FASB ASC 260, Earnings per Share, requires that employee equity share options, non-vested shares and similar equity instruments granted by the Company be treated as potential common shares
outstanding in computing diluted net loss per share. Diluted shares outstanding include the dilutive effect of in-the-money options which is calculated based on the average share price for each fiscal period using the treasury stock method. Under
the treasury stock method, the amount the employee must pay for exercising stock options, the amount of compensation cost for future service that the Company has not yet recognized, and the amount of tax benefits that would be recorded in additional
paid in capital when the award becomes deductible are assumed to be used to repurchase shares.

As of March 31, 2011, the
Company had two classes of common stock: voting and Class B, non-voting (collectively herein referred to as the Common Stock). The two classes of common stock had substantially identical rights with respect to any dividends or
distributions of cash or property declared on shares of common stock and rank equally as to the right to receive proceeds on liquidation or dissolution of the Company after the payment of the Companys indebtedness. The Company uses the
two-class method for calculating net loss per share. Basic and diluted net loss per share of Common Stock are the same. The conversion of the Class B, non-voting common stock into shares of voting common stock is described in Note 14.
Subsequent Events in these Notes to Condensed Consolidated Financial Statements (Unaudited).

The following table sets
forth the computation of basic and diluted net loss per weighted average share of Common Stock for the periods presented:



|                                                                                                                                  |  |                                      |         |   |      |   |         |  
|--------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------ | ------- | - | ---- | - | ------- | -
|                                                                                                                                  |  | For the Three Months Ended March 31, |        
|                                                                                                                                  |  | 2011                                 |         |   | 2010 |  
|Numerator for basic and diluted net loss per share of Common Stock:                                                               |  |                                      |         |   |      |   |         |  
|Net loss                                                                                                                          |  | $                                    | (1,318  | ) |      | $ | (113    | )
|                                                                                                                                  |  |                                      |         |   |      |   |         |  
|Denominator:                                                                                                                      |  |                                      |         |   |      |   |         |  
|Denominator for basic net loss per share of Common Stock  weighted average shares                                                |  |                                      | 129,357 |   |      |   | 129,357 |  
|                                                                                                                                  |  |                                      |         |   |      |   |         |  
|Effect of dilutive securities:                                                                                                    |  |                                      |         |   |      |   |         |  
|Stock options and unvested restricted stock(1)                                                                                    |  |                                      |        |   |      |   |        |  
|                                                                                                                                  |  |                                      |         |   |      |   |         |  
|Denominator for diluted net loss per common share, voting and Class B common share, non-voting - adjusted weighted average
shares |  |                                      | 129,357 |   |      |   | 129,357 |  
|                                                                                                                                  |  |                                      |         |   |      |   |         |  
|Net loss per share of Common Stock:                                                                                               |  |                                      |         |   |      |   |         |  
|Basic                                                                                                                             |  | $                                    | (10.19  | ) |      | $ | (0.87   | )
|                                                                                                                                  |  |                                      |         |   |      |   |         |  
|Diluted                                                                                                                           |  | $                                    | (10.19  | ) |      | $ | (0.87   | )
|                                                                                                                                  |  |                                      |         |   |      |   |         |  



|(1) | The stock options were antidilutive as of March 31, 2011 and 2010, as the Company had a net loss for the three months ended March 31, 2011
and 2010. The shares of restricted common stock, non-voting were antidilutive during the three months ended March 31, 2011 and 2010.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

INTCOMEX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

(Unaudited)



Note 2. Summary of Significant Accounting Policies

Our significant accounting policies are described in Note 1 to our audited consolidated financial statements included in the
Companys Annual Report. These accounting policies have not significantly changed.

Note 3. Property and Equipment, Net

Property and equipment, net consisted of the following:



|                                         |  |               |         |   |                  |   |         |  
|---------------------------------------- |  | ------------- | ------- | - | ---------------- | - | ------- | -
|                                         |  | As of         |        
|                                         |  | March 31,2011 |         |   | December 31,2010 |  
|Property and equipment, net              |  |               |         |   |                  |   |         |  
|Land                                     |  | $             | 760     |   |                  | $ | 760     |  
|Building and leasehold improvements      |  |               | 9,407   |   |                  |   | 9,333   |  
|Office furniture, vehicles and equipment |  |               | 11,886  |   |                  |   | 11,749  |  
|Warehouse equipment                      |  |               | 2,503   |   |                  |   | 2,506   |  
|Software                                 |  |               | 10,515  |   |                  |   | 9,788   |  
|                                         |  |               |         |   |                  |   |         |  
|Total property and equipment             |  |               | 35,071  |   |                  |   | 34,136  |  
|Less accumulated depreciation            |  |               | (18,757 | ) |                  |   | (17,806 | )
|                                         |  |               |         |   |                  |   |         |  
|Total property and equipment, net        |  | $             | 16,314  |   |                  | $ | 16,330  |  
|                                         |  |               |         |   |                  |   |         |  

Note 4. Goodwill and Identifiable Intangible Assets, Net

Goodwill

Goodwill represents the excess of the purchase price over the
fair value of the net assets acquired. The changes in the carrying amount of goodwill relate to the accumulated foreign currency translation effect of the Mexican Peso and consisted of the following for the periods presented:



|                              |  |                 |         |   |                      |   |        |       |  |   |         |  
|----------------------------- |  | --------------- | ------- | - | -------------------- | - | ------ | ----- |  | - | ------- | -
|                              |  | MiamiOperations |         |   | In-CountryOperations |   |        | Total | 
|As of March 31, 2011          |  |                 |         |   |                      |   |        |       | 
|Goodwill                      |  | $               | 11,531  |   |                      |   | 21,228 |       |  |   | 32,759  |  
|Accumulated impairment losses |  |                 | (11,531 | ) |                      |   | (7,246 | )     |  |   | (18,777 | )
|                              |  |                 |         |   |                      |   |        |       |  |   |         |  
|Total goodwill                |  | $               |        |   |                      | $ | 13,982 |       |  | $ | 13,982  |  
|                              |  |                 |        
|As of December 31, 2010       |  |                 |         |   |                      |   |        |       | 
|Goodwill                      |  | $               | 11,531  |   |                      |   | 21,108 |       |  |   | 32,639  |  
|Accumulated impairment losses |  |                 | (11,531 | ) |                      |   | (7,246 | )     |  |   | (18,777 | )
|                              |  |                 |         |   |                      |   |        |       |  |   |         |  
|Total goodwill                |  | $               |        |   |                      | $ | 13,862 |       |  | $ | 13,862  |  
|                              |  |                 |         |   |                      |   |        |       |  |   |         |  

For the three months ended March 31, 2011, the change in goodwill represents a net translation
adjustment of $120 related to our operations in Mexico. There were no goodwill impairment charges recorded for the three months ended March 31, 2011 and 2010.



9



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##### Table of Contents

INTCOMEX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

(Unaudited)



Identifiable Intangible Assets, Net

Identifiable intangible assets, net consisted of the assets of Intcomex Mexico including the following:



|                                          |  |                       |       |  |                         |   |        |                                               |  |   |                    |   |  |                       |       |  |  |  |      | 
|----------------------------------------- |  | --------------------- | ----- |  | ----------------------- | - | ------ | --------------------------------------------- |  | - | ------------------ | - |  | --------------------- | ----- |  |  |  | ---- | 
|As of March 31, 2011                      |  | Gross 
CarryingAmount |       |  | AccumulatedAmortization |   |        | CumulativeForeign 
CurrencyTranslation Effect |  |   | Net CarryingAmount |   |  | Useful Life(in
years) |      
|Identifiable intangible assets, net       |  |                       |       |  |                         |   |        |                                               |  |   |                    |   |  |                       |       |  |  |  |      | 
|Customer relationships                    |  | $                     | 3,630 |  |                         | $ | (2,116 | )                                             |  | $ | (146               | ) |  | $                     | 1,368 |  |  |  | 10.0 | 
|                                          |  |                       |       |  |                         |   |        |                                               |  |   |                    |   |  |                       |       |  |  |  |      | 
|Total identifiable intangible assets, net |  | $                     | 3,630 |  |                         | $ | (2,116 | )                                             |  | $ | (146               | ) |  | $                     | 1,368 |  |  |  |      | 
|                                          |  |                       |       |  |                         |   |        |                                               |  |   |                    |   |  |                       |       |  |  |  |      | 
|                                          |  |                       |       |  |                        
|As of December 31, 2010                   |  | Gross CarryingAmount  |       |  | AccumulatedAmortization |   |        | CumulativeForeign
CurrencyTranslation Effect  |  |   | Net CarryingAmount |   |  | Useful Life(in years) |      
|Identifiable intangible assets, net       |  |                       |       |  |                         |   |        |                                               |  |   |                    |   |  |                       |       |  |  |  |      | 
|Customer relationships                    |  | $                     | 3,630 |  |                         | $ | (2,025 | )                                             |  | $ | (209               | ) |  | $                     | 1,396 |  |  |  | 10.0 | 
|                                          |  |                       |       |  |                         |   |        |                                               |  |   |                    |   |  |                       |       |  |  |  |      | 
|Total identifiable intangible assets, net |  | $                     | 3,630 |  |                         | $ | (2,025 | )                                             |  | $ | (209               | ) |  | $                     | 1,396 |  |  |  |      | 
|                                          |  |                       |       |  |                         |   |        |                                               |  |   |                    |   |  |                       |       |  |  |  |      | 

For the three months ended March 31, 2011 and 2010, the Company recorded amortization expense
related to the intangible assets of $91 and $118, respectively. There was no impairment charge for identifiable intangible assets for the three months ended March 31, 2011 and 2010.

Note 5. Lines of Credit

The Companys lines of credit are available
sources of short-term liquidity for the Company. Lines of credit consist of short-term overdraft and credit facilities with various financial institutions in the countries in which the Company and its subsidiary operations conduct business
consisting of the following categories: asset-based financing facilities, letter of credit and performance bond facilities, and unsecured revolving credit facilities and lines of credit.

The outstanding balance of lines of credits consisted of the following:



|                      |  |               |        |  |                  |   |        | 
|--------------------- |  | ------------- | ------ |  | ---------------- | - | ------ | 
|                      |  | As of         |       
|                      |  | March 31,2011 |        |  | December 31,2010 |  
|Lines of credit       |  |               |        |  |                  |   |        | 
|SBA Miami             |  | $             | 20,451 |  |                  | $ | 16,877 | 
|                      |  |              
|Others                |  |               | 2,813  |  |                  |   | 4,379  | 
|                      |  |               |        |  |                  |   |        | 
|                      |  |              
|Total lines of credit |  | $             | 23,264 |  |                  | $ | 21,256 | 
|                      |  |               |        |  |                  |   |        | 

The change in the outstanding balance was primarily attributable to SBAs increased borrowing under its
senior secured revolving credit facility. As of March 31, 2011 and December 31, 2010, the total remaining credit amount available was $16,686 and $23,789, respectively.



10



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##### Table of Contents

INTCOMEX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

(Unaudited)



SBA MiamiSenior Secured Revolving Credit Facility

On December 22, 2009, SBA closed a senior secured revolving credit facility with Comerica Bank (the Senior Secured Revolving
Credit Facility), replacing the previous revolving credit facility with a three-year facility maturing in January 2013. As of December 31, 2010, the aggregate size of the Senior Secured Revolving Credit Facility was $30,000, including
letter of credit commitments of $200 and a capital expenditures limit of $1,000.

On May 21, 2010,
SBA and Comerica Bank executed an amendment to the Senior Secured Revolving Credit Facility, amending the definition of consolidated net income to exclude, in the event of an initial public offering (IPO), not more than $12,000 of
interest charges arising from the accelerated amortization of the original issue discount, capitalized debt expense and premiums associated with a redemption of the Companys $120,000 aggregate principal amount of its Original 131/4% Second Priority Senior Secured Notes due December 15, 2014
not registered under the Securities Act of 1933, with an interest rate of 13.25% per year, payable semi-annually on June 15 and December 15 of each year, commencing on June 15, 2010 (the Original 131/4% Senior Notes) in connection with an IPO.

On June 4, 2010, SBA and Comerica Bank executed a second amendment to the Senior Secured Revolving Credit
Facility, increasing the revolving credit commitment by $10,000, the maximum optional increase permitted in accordance with the terms of the facility, from its original aggregate size of $20,000 to $30,000. Under the amendment, interest is due
monthly at the daily adjusting LIBOR rate, at no time less than 2.0% per annum (unless in the event of an IPO, in which case 1.0% per annum), plus an applicable margin of 3.0% per annum, unless in the event of an IPO and provided that
no default occurs, when interest will accrue at a rate equal to the daily adjusting LIBOR rate plus an applicable margin of 2.75% per annum. In addition, the second amendment amended the borrowing capacity to reflect advances under the facility
to be provided based upon 85.0% of eligible domestic and foreign accounts receivable plus the lesser of 60.0% of eligible domestic inventory or $16.0 million, plus the lesser of 90.0% of eligible standby letters of credit or $3.0 million. Further,
the Company was required to maintain consolidated net income of not less than $0 for the period of four consecutive fiscal quarters as of the end of each fiscal quarter ending June 30, 2010 and each fiscal quarter ended thereafter.

The Senior Secured Revolving Credit Facility contains certain financial and non-financial covenants, including but not limited to,
maintenance of a minimum level of tangible effective net worth, as defined and annual limitations on capital expenditures. The Senior Secured Revolving Credit Facility contains a number of covenants that, among other things, restrict SBAs
ability to (i) incur additional indebtedness; (ii) make certain capital expenditures; (iii) guarantee certain obligations; (iv) create or allow liens on certain assets; (v) make investments, loans or advances; (vi) pay
dividends, make distributions or undertake stock and other equity interest buybacks; (vii) make certain acquisitions; (viii) engage in mergers, consolidations or sales of assets; (ix) use the proceeds of the revolving credit facility
for certain purposes; (x) enter into transactions with affiliates in non-arms length transactions; (xi) make certain payments on subordinated indebtedness; and (xii) acquire or sell subsidiaries. The Senior Secured Revolving
Credit Facility also requires SBA to maintain certain ratios of debt, income, net worth and other restrictive financial covenants.

Borrowings under the Senior Secured Revolving Credit Facility are secured on a first priority basis with all the assets of SBA and can be repaid and re-borrowed at any time during the term of the
facility. Borrowing capacity is established bi-monthly based upon certain parameters established under the facility. Advances under the facility were provided based on 85.0% of eligible domestic and foreign accounts receivable plus 60.0% of eligible
domestic inventory, less any credit facility reserves.

On March 28, 2011, SBA obtained a waiver of certain covenant
defaults that existed as of December 31, 2010. SBA obtained an amendment to the Senior Secured Revolving Credit Facility, reducing the aggregate size of the facility to $25.0 million and updating the financial convents requiring SBA to:



| |  |  | maintain a total leverage ratio of not greater than 5.00 to 1.00 for the quarters ending March 31, 2011 and June 30, 2011, 4.50 to 1.00 for
the quarters ending September 30, 2011 and December 31, 2011 and 4.00 to 1.00 for the quarter ending March 31, 2012 and each quarter ending thereafter; and,
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | maintain on a year-to-date basis through December 31, 2011, consolidated net income of not less than $(2.5) million for the quarter ended
March 31, 2011, $(2.0) million for the quarter ended June 30, 2011, $(1.5) million for the quarter ended September 30, 2011, $(1.0) million for the quarter ended December 31, 2011, and, on a rolling four-quarter basis, not less
than $0 for the quarter ended March 31, 2012 and each quarter ending thereafter.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

INTCOMEX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

(Unaudited)



As of March 31, 2011 and December 31, 2010, SBAs outstanding draws
against the Senior Secured Revolving Credit Facility were $19,134 and $15,186, respectively, and the remaining amounts available were $4,349 and $12,923, respectively. As of March 31, 2011 and December 31, 2010, SBAs outstanding
checks issued in excess of bank balances were $1,316 and $1,691, respectively, and outstanding undrawn stand-by letters of credit were $200.

As of March 31, 2011, SBA was in compliance with all of its covenants under the Senior Secured Revolving Credit Facility.

Other Lines of Credit

The Companys In-country Operations has lines
of credit with various local financial institutions. The lines of credit carry interest rates ranging from 3.9% to 11.0% with maturity dates from May 2011 to October 2013.

As of March 31, 2011 and December 31, 2010, Intcomex S.A. (Intcomex Chile) had undrawn stand-by letters of credit of $17,200 and $13,200, respectively.

Note 6. Long-Term Debt

Long-term debt consisted of the following for the periods presented:



|                                                                                                                                              |  |               |         |   |                  |   |         |  
|--------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | ------- | - | ---------------- | - | ------- | -
|                                                                                                                                              |  | As of         |        
|                                                                                                                                              |  | March 31,2011 |         |   | December 31,2010 |  
|Long-term debt, net of current portion                                                                                                        |  |               |         |   |                  |   |         |  
|Intcomex, Inc.  New
131/4% Senior Notes, net of discount of $5,035 and
Original 131/4% Senior Notes, net of discount of
$5,317, respectively |  | $             | 114,965 |   |                  | $ | 114,683 |  
|Other, including various capital leases                                                                                                       |  |               | 1,417   |   |                  |   | 1,568   |  
|                                                                                                                                              |  |               |         |   |                  |   |         |  
|Total long-term debt                                                                                                                          |  |               | 116,382 |   |                  |   | 116,251 |  
|Current maturities of long-term debt                                                                                                          |  |               | (5,699  | ) |                  |   | (5,693  | )
|                                                                                                                                              |  |               |         |   |                  |   |         |  
|Total long-term debt, net of current portion                                                                                                  |  | $             | 110,683 |   |                  | $ | 110,558 |  
|                                                                                                                                              |  |               |         |   |                  |   |         |  

Intcomex, Inc. 131/4% Senior Notes

On December 22, 2009, the Company completed a private offering to eligible purchasers of the Original 131/4% Senior Notes (the Original 131/4% Senior Notes Offering) The Original 131/4% Senior Notes were offered at an initial offering price of 94.43%
of par, or an effective yield to maturity of approximately 14.875%.

The Company used
the net proceeds from the Original 131/4% Senior
Notes Offering to, among other things, repay borrowings under its previous senior secured revolving credit facility, fund the repurchase, redemption or other discharge of its prior 113/4% Second Priority Senior Secured Notes, due January 15, 2011
(the Prior 113/4% Senior Notes), for
which it conducted a tender offer, and for general corporate purposes.

In connection
with the Original 131/4% Senior Notes Offering, the
Company and certain subsidiaries of the Company that guaranteed the Companys obligations (the Guarantors) entered into an indenture (the
131/4% Senior Notes Indenture) with The
Bank of New York Mellon Trust Company, N.A., (the Trustee), relating to the Original 131/4% Senior Notes. The Companys obligations under the Original 131/4% Senior Notes and the Guarantors obligations under the guarantees will be secured on a second priority basis by a lien on 100% of the capital stock of certain of the
Companys and each Guarantors directly owned domestic restricted subsidiaries; 65% of the capital stock of the Companys and each Guarantors directly owned foreign restricted subsidiaries; and substantially all the assets of
SBA, to the extent that those assets secure the Companys Senior Secured Revolving Credit Facility with Comerica Bank, subject to certain exceptions.



12



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##### Table of Contents

INTCOMEX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

(Unaudited)



On February 8, 2011, the Company commenced an exchange offer
for all of its Original 131/4% Senior Notes, for an
equal principal amount of the New 131/4% Senior
Notes. The New 131/4% Senior Notes are
substantially identical to the Original 131/4%
Senior Notes, except that the New 131/4% Senior
Notes have been registered under the Securities Act of 1933 and will not bear any legend restricting their transfer. The exchange offer was scheduled to expire on March 9, 2011 and was extended until March 11, 2011. The Company accepted
for exchange all of the $120,000 aggregate principal amount of the Original 131/4% Senior Notes, representing 100% of the principal amount of the outstanding Original
131/4% Senior Notes, which were validly tendered
and not withdrawn.

Subject to certain requirements, the
Company is required to redeem $5,000 aggregate principal amount of the New 131/4% Senior Notes on December 15 of each of the years 2011 and 2012 and $10,000 aggregate principal amount of the New
131/4% Senior Notes on December 15, 2013, at a
redemption price equal to 100% of the aggregate principal amount of the New 131/4% Senior Notes to be redeemed, together with accrued and unpaid interest to the redemption date subject to certain requirements. The Company may redeem the New 131/4% Senior Notes, in whole or in part, at any time on or after
December 15, 2012 at a price equal to 100% of the aggregate principal amount of the New 131/4% Senior Notes plus a make-whole premium of 6.625% of the principal amount for any redemptions between December 15, 2012 and December 14, 2013. At any time prior to December 15,
2012, the Company is required to redeem up to 35% of the aggregate principal amount of the New 131/4% Senior Notes with the net cash proceeds of an IPO which occurs on or prior to December 15, 2012 at a price equal to 113.25% of the principal amount of the New 131/4% Senior Notes. In addition, at its option, the Company may redeem
up to 10% of the original aggregate principal amount of the New 131/4% Senior Notes from time to time prior to December 15, 2012, but no more than once in any 12-month period, at 103% of the aggregate principal amount of the New 131/4% Senior Notes.

The indenture governing the Companys
New 131/4% Senior Notes imposes operating and
financial restriction on the Company. These restrictive covenants limit our ability, among other things to (i) incur additional indebtedness or enter into sale and leaseback obligations; (ii) pay certain dividends or make certain
distributions on the Companys capital stock or repurchase the Companys capital stock; (iii) make certain investments or other restricted payments; (iv) place restrictions on the ability of subsidiaries to pay dividends or make
other payments to the Company; (v) engage in transactions with shareholders or affiliates; (vi) sell certain assets or merge with or into other companies; (vii) guarantee indebtedness; and (viii) create liens. The Company may
only pay a dividend if the Company is in compliance with all covenants and restrictions in the indenture prior to and after payment of a dividend.

On June 15, 2010 and December 15, 2010, the Company made mandatory interest payments of $7,641 and $7,950, respectively, on the Original 131/4% Senior Notes. As of March 31, 2011 and December 31,
2010, the carrying value of the $120,000 principal amount of the Original 131/4% Senior Notes and the New 131/4% Senior Notes was $114,965 and $114,683, respectively.

As of March 31, 2011 and December 31, 2010, the Company was in compliance with all of the covenants and restrictions under the Original 131/4% Senior Notes and the New 131/4% Senior Notes, respectively.

SBA  Capital lease

On April 30, 2007, SBA entered into a lease agreement with Comerica Bank in the principal amount of $1,505 for the lease of the Miami
office and warehouse equipment. Interest is due monthly at 6.84% of the total equipment costs and all outstanding amounts are due April 30, 2012. As of March 31, 2011 and December 31, 2010, $459 and $539, respectively, remained
outstanding under the lease agreement.



13



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##### Table of Contents

INTCOMEX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

(Unaudited)



Note 7. Income Taxes

Income tax provision (benefit) consists of the following for the periods presented:



|                           |  |                                     |     |  |      |   |     |  
|-------------------------- |  | ----------------------------------- | --- |  | ---- | - | --- | -
|                           |  | For the Three Months EndedMarch 31, |    
|                           |  | 2011                                |     |  | 2010 |  
|Income tax provision       |  |                                     |     |  |      |   |     |  
|Current (benefit) expense: |  |                                     |     |  |      |   |     |  
|Federal and state          |  | $                                   |    |  |      | $ | 63  |  
|Foreign                    |  |                                     | 717 |  |      |   | 321 |  
|                           |  |                                     |     |  |      |   |     |  
|Total current expense      |  |                                     | 717 |  |      |   | 384 |  
|                           |  |                                     |     |  |      |   |     |  
|Deferred benefit:          |  |                                     |     |  |      |   |     |  
|Federal and state          |  |                                     |    |  |      |   | (63 | )
|Foreign                    |  |                                     | 240 |  |      |   | 225 |  
|                           |  |                                     |     |  |      |   |     |  
|Total deferred benefit     |  |                                     | 240 |  |      |   | 162 |  
|                           |  |                                     |     |  |      |   |     |  
|Total income tax provision |  | $                                   | 957 |  |      | $ | 546 |  
|                           |  |                                     |     |  |      |   |     |  

A reconciliation of the statutory federal income tax rate and effective rate as a percentage of (loss)
income before provision for income taxes consisted of the following for the periods presented:



|                                                                |  |                                      |        |   |   |  |      |      |  |   |        |   |  |  |      |   
|--------------------------------------------------------------- |  | ------------------------------------ | ------ | - | - |  | ---- | ---- |  | - | ------ | - |  |  | ---- | --
|                                                                |  | For the Three Months Ended March 31, |       
|                                                                |  | 2011                                 |        |   | % |  |      | 2010 |  |   | %      |  
|Effective tax rate                                              |  |                                      |        |   |   |  |      |      |  |   |        |   |  |  |      |   
|(Loss) income before provision for income taxes:                |  |                                      |        |   |   |  |      |      |  |   |        |   |  |  |      |   
|U.S.                                                            |  | $                                    | (3,549 | ) |   |  |      |      |  | $ | (3,528 | ) |  |  |      |   
|Foreign                                                         |  |                                      | 3,187  |   |   |  |      |      |  |   | 3,961  |   |  |  |      |   
|                                                                |  |                                      |        |   |   |  |      |      |  |   |        |   |  |  |      |   
|(Loss) income before provision for income taxes                 |  | $                                    | (362   | ) |   |  |      |      |  | $ | 433    |   |  |  |      |   
|                                                                |  |                                      |        |   |   |  |      |      |  |   |        |   |  |  |      |   
|                                                                |  |                                      |        |  
|Tax (benefit) expense at statutory rate                         |  | $                                    | (123   | ) |   |  | 34   | %    |  | $ | 147    |   |  |  | 34   | % 
|State income taxes, net of federal income tax (benefit) expense |  |                                      | (182   | ) |   |  | 50   | %    |  |   | (95    | ) |  |  | (22  | )%
|Effect of tax rates from non-U.S. operations                    |  |                                      | (77    | ) |   |  | 21   | %    |  |   | (585   | ) |  |  | (135 | )%
|Change in valuation allowance                                   |  |                                      | 1,339  |   |   |  | (369 | )%   |  |   | 1,079  |   |  |  | 249  | % 
|                                                                |  |                                      |        |   |   |  |      |      |  |   |        |   |  |  |      |   
|Effective tax provision                                         |  | $                                    | 957    |   |   |  | (264 | )%   |  | $ | 546    |   |  |  | 126  | % 
|                                                                |  |                                      |        |   |   |  |      |      |  |   |        |   |  |  |      |   



14



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##### Table of Contents

INTCOMEX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

(Unaudited)



The Companys net deferred tax assets were attributable to the following:



|                                |  |                |         |   |                   |   |         |  
|------------------------------- |  | -------------- | ------- | - | ----------------- | - | ------- | -
|                                |  | As of          |        
|                                |  | March 31, 2011 |         |   | December 31, 2010 |  
|Deferred tax assets             |  |                |         |   |                   |   |         |  
|Current assets:                 |  |                |         |   |                   |   |         |  
|Allowance for doubtful accounts |  | $              | 1,034   |   |                   | $ | 1,047   |  
|Inventories                     |  |                | 786     |   |                   |   | 926     |  
|Accrued expenses                |  |                | 367     |   |                   |   | 802     |  
|Other                           |  |                | 765     |   |                   |   | 405     |  
|                                |  |                |         |   |                   |   |         |  
|Total current assets            |  |                | 2,952   |   |                   |   | 3,180   |  
|                                |  |                |         |   |                   |   |         |  
|Non-current assets:             |  |                |         |   |                   |   |         |  
|Tax goodwill                    |  |                | 556     |   |                   |   | 617     |  
|Net operating losses            |  |                | 23,298  |   |                   |   | 22,155  |  
|Other                           |  |                | 1,325   |   |                   |   | 1,254   |  
|Valuation allowances            |  |                | (13,904 | ) |                   |   | (12,565 | )
|                                |  |                |         |   |                   |   |         |  
|Total non-current assets        |  |                | 11,275  |   |                   |   | 11,461  |  
|                                |  |                |         |   |                   |   |         |  
|Total deferred tax assets       |  | $              | 14,227  |   |                   | $ | 14,641  |  
|                                |  |                |         |   |                   |   |         |  
|Deferred tax liabilities        |  |                |         |   |                   |   |         |  
|Current liabilities:            |  |                |         |   |                   |   |         |  
|Other                           |  | $              | (203    | ) |                   | $ | (261    | )
|                                |  |                |         |   |                   |   |         |  
|Total current liabilities       |  |                | (203    | ) |                   |   | (261    | )
|                                |  |                |         |   |                   |   |         |  
|Non-current liabilities:        |  |                |         |   |                   |   |         |  
|Fixed assets                    |  |                | (1,953  | ) |                   |   | (2,041  | )
|Amortizable intangible assets   |  |                | (474    | ) |                   |   | (499    | )
|Other                           |  |                | (18     | ) |                   |   | (21     | )
|                                |  |                |         |   |                   |   |         |  
|Total non-current liabilities   |  |                | (2,445  | ) |                   |   | (2,561  | )
|                                |  |                |         |   |                   |   |         |  
|Total deferred tax liabilities  |  |                | (2,648  | ) |                   |   | (2,822  | )
|                                |  |                |         |   |                   |   |         |  
|Net deferred tax assets         |  | $              | 11,579  |   |                   | $ | 11,819  |  
|                                |  |                |         |   |                   |   |         |  

As of March 31, 2011 and December 31, 2010, the balance of SBAs tax goodwill was $1,477 and
$1,641, respectively. SBA recorded tax goodwill of approximately $9,843 in July 1998, which is being amortized for tax purposes over 15 years. SBA established $262 of deferred tax assets for foreign withholding taxes paid in El Salvador during 2005.

As of March 31, 2011 and December 31, 2010, the Companys U.S. federal and state of Florida net operating
losses (NOLs) resulted in $20,911 and $19,865, respectively, of deferred tax assets, which will begin to expire in 2026. The Company analyzed the available evidence related to the realization of the deferred tax assets, considered the
current downturn in the recent global economic environment and determined it is now more likely than not that the Company will not recognize a portion of its deferred tax assets associated with the NOL carryforwards. Factors in managements
determination include the performance of the business and the feasibility of ongoing tax planning strategies.

The Company
establishes a valuation allowance against its NOLs when it does not believe that it will realize the full benefit of the NOLs. As of March 31, 2011 and December 31, 2010, the Company recorded a valuation allowance of $13,904 and $12,565,
respectively, against the respective NOLs, of which $11,630 and $10,417, respectively, related to the U.S. and $2,274 and $2,148, respectively, related to our In-country Operations.

As of March 31, 2011 and 2010, the Company did not recognize any subpart F income related to intercompany loans from its foreign
affiliates. The Company did not provide additional tax provisions for future realization of subpart F income.



15



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##### Table of Contents

INTCOMEX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

(Unaudited)



The Companys NOLs, deferred tax asset resulting from the NOLs and the related
valuation allowance consisted of the following for the periods presented:



|                          |  |                      |        |  |                         |   |        |                    |  |   |               |  |  |          |      |  |                      |   |        |                    |  |   |               |  |  |   |        |  |  |  |      | 
|------------------------- |  | -------------------- | ------ |  | ----------------------- | - | ------ | ------------------ |  | - | ------------- |  |  | -------- | ---- |  | -------------------- | - | ------ | ------------------ |  | - | ------------- |  |  | - | ------ |  |  |  | ---- | 
|                          |  | As of March 31, 2011 |        |  | As of December 31, 2010 |  
|                          |  | GrossNOL             |        |  | NOLDeferredTax Asset    |   |        | ValuationAllowance |  |   | NOLExpiration |  |  | GrossNOL |      |  | NOLDeferredTax Asset |   |        | ValuationAllowance |  |   | NOLExpiration | 
|U.S. federal and state    |  | $                    | 57,551 |  |                         | $ | 20,911 |                    |  | $ | 11,630        |  |  |          |      |  |                      | $ | 55,310 |                    |  | $ | 19,865        |  |  | $ | 10,417 |  |  |  |      | 
|Foreign                   |  |                      |        |  |                         |   |        |                    |  |   |               |  |  |          |      |  |                      |   |        |                    |  |   |               |  |  |   |        |  |  |  |      | 
|                          |  |                      |        |  |                         |   |        |                   
|Intcomex Argentina S.R.L. |  |                      | 5,406  |  |                         |   | 1,892  |                    |  |   | 1,892         |  |  |          | 2011 |  |                      |   | 5,046  |                    |  |   | 1,766         |  |  |   | 1,766  |  |  |  | 2011 | 
|Intcomex Jamaica Ltd      |  |                      | 339    |  |                         |   | 113    |                    |  |   |              |  |  |          |      |  |                      |   | 426    |                    |  |   | 142           |  |  |   |       |  |  |  |      | 
|Intcomex Mexico           |  |                      | 1,277  |  |                         |   | 382    |                    |  |   | 382           |  |  |          | 2018 |  |                      |   | 1,277  |                    |  |   | 382           |  |  |   | 382    |  |  |  | 2018 | 
|                          |  |                      |        |  |                         |   |        |                    |  |   |               |  |  |          |      |  |                      |   |        |                    |  |   |               |  |  |   |        |  |  |  |      | 
|Total foreign             |  | $                    | 7,022  |  |                         | $ | 2,387  |                    |  | $ | 2,274         |  |  |          |      |  |                      | $ | 6,749  |                    |  | $ | 2,290         |  |  | $ | 2,148  |  |  |  |      | 
|                          |  |                      |        |  |                         |   |        |                    |  |   |               |  |  |          |      |  |                      |   |        |                    |  |   |               |  |  |   |        |  |  |  |      | 
|Total                     |  | $                    | 64,573 |  |                         | $ | 23,298 |                    |  | $ | 13,904        |  |  |          |      |  |                      | $ | 62,059 |                    |  | $ | 22,155        |  |  | $ | 12,565 |  |  |  |      | 
|                          |  |                      |        |  |                         |   |        |                    |  |   |               |  |  |          |      |  |                      |   |        |                    |  |   |               |  |  |   |        |  |  |  |      | 

A future ownership change could limit the amount of NOL carryforwards that can be utilized
annually to offset future taxable income and tax. In general, an ownership change as defined by Section 382 of the Code results from a transaction or series of transactions over a three year period resulting in an ownership change
of more than 50 percentage points of the outstanding stock of a company by certain stockholders or public groups. On April 19, 2011, the Company issued shares of Common Stock representing approximately 23% of the Companys outstanding
shares of Common Stock as described in Note 14. Subsequent Events in these Notes to Condensed Consolidated Financial Statements (Unaudited).

The undistributed earnings in foreign subsidiaries are permanently invested abroad and will not be repatriated to the U.S. in the foreseeable future. Because they are considered to be indefinitely
reinvested, no U.S. federal or state deferred income taxes have been provided on these earnings. Upon distribution of those earnings, in the form of dividends or otherwise, we would be subject to both U.S. income taxes (subject to an adjustment for
foreign tax credits) and withholding taxes payable to the various foreign countries in which we operate. Because of the availability of U.S. foreign tax credits, it is not practicable to determine the U.S. foreign income tax liability that would be
payable if such earnings were not reinvested indefinitely.

The Company files tax returns in the state of Florida, the U.S.
and in various foreign jurisdictions and is subject to periodic audits by state, domestic and foreign tax authorities. By statute, the Companys U.S. tax returns are subject to examination by the Florida Department of Revenue and the IRS for
fiscal years 2007 through 2009. The Company is subject to inspection by the tax authorities under the applicable law in the foreign jurisdictions throughout Latin America and the Caribbean in which the Company conducts business, for various statutes
of limitation.

The Company believes its accruals for tax liabilities are adequate for all open fiscal years based upon an
assessment of factors, including but not limited to, historical experience and related tax law interpretations. The Company does not anticipate that the total amount of unrecognized tax benefits related to any particular tax position will change
significantly within the next 12 months. The Company classifies tax liabilities that are expected to be paid within the current year, if any, as current income tax liabilities and all other uncertain tax positions as non-current income tax
liabilities. The Company recognizes interest and penalties related to income tax matters in income tax expense.

Note 8. Fair Value of
Derivative Instruments

The Company accounts for derivative instruments and hedging activities in accordance with FASB ASC
815, Derivatives and Hedging.The Company is exposed to certain risks related to its ongoing business operations including fluctuations in foreign exchange rates and reduces its exposure to these fluctuations by using derivative financial
instruments from time to time, particularly foreign currency forward contracts and foreign currency option collar contracts. The Company enters into these foreign currency contracts to manage its primary risks including foreign currency price risk
associated with forecasted inventory purchases used in the Companys normal business activities, in a currency other than the currency in which the products are sold. The Company has and expects to continue to utilize derivative financial
instruments with respect to a portion of its foreign exchange risks to achieve a more predictable cash flow by reducing its exposure to foreign exchange fluctuations. The Company enters into foreign currency forward and option collar contracts with
large multinational banks.



16



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##### Table of Contents

INTCOMEX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

(Unaudited)



All derivative instruments are recorded in the Companys consolidated balance sheet
at fair value which represents the amount required to enter into similar offsetting contracts with similar remaining maturities based on quoted market prices. The derivative instruments are not designated as hedging instruments and therefore, the
changes in fair value are recognized currently in earnings during the period of change. The notional amount of forward exchange contracts is the amount of foreign currency bought or sold at maturity and is indicative of the extent of the
Companys involvement in the various types and uses of derivative instruments, but not a measure of the Companys exposure to credit or market risks through its use of derivative instruments. The Company did not have any derivative
instruments outstanding as of March 31, 2011 and December 31, 2010.

Note 9. Share-Based Compensation

The Company recognizes compensation expense for its share-based compensation plans utilizing the modified prospective method for awards
issued, modified, repurchased or canceled under the provisions of FASB ASC 718, Compensation-Stock Compensation. Share-based compensation expense is based on the fair value of the award and measured at grant date, recognized as an expense in
earnings over the requisite service period and is recorded in salary, wages and benefits in the consolidated statements of operations as part of selling, general and administrative expenses.

Compensation expense related to the Companys share-based compensation arrangements consists of the following for the periods
presented:



|                                                              |  |                                      |    |  |      |   |    | 
|------------------------------------------------------------- |  | ------------------------------------ | -- |  | ---- | - | -- | 
|                                                              |  | For theThree Months 
Ended March 31, |   
|                                                              |  | 2011                                 |    |  | 2010 |  
|Share-based compensation arrangements charged against income: |  |                                      |    | 
|Stock options(1)                                              |  | $                                    |   |  |      | $ | 45 | 
|Restricted shares of Class B common stock, non-voting(2)      |  |                                      | 27 |  |      |   | 19 | 
|                                                              |  |                                      |    |  |      |   |    | 
|Total                                                         |  | $                                    | 27 |  |      | $ | 64 | 
|                                                              |  |                                      |    |  |      |   |    | 



|(1) | Stock options were issued pursuant to the 2007 Founders Grant Stock Option Plan (the 2007 Founders Option Plan).
|--- | --------------------------------------------------------------------------------------------------------------------

|(2) | Restricted shares of Class B common stock, non-voting, were issued pursuant to the 2008, 2009 and 2010 Restricted Stock Issuances.
|--- | ----------------------------------------------------------------------------------------------------------------------------------

Outstanding compensation costs related to the Companys unvested share-based compensation arrangements consisted of the following:



|                                                                                   |  |               |     |  |                  |   |     | 
|---------------------------------------------------------------------------------- |  | ------------- | --- |  | ---------------- | - | --- | 
|                                                                                   |  | As of         |    
|                                                                                   |  | March 31,2011 |     |  | December 31,2010 |  
|Outstanding compensation costs for unvested share-based compensation arrangements: |  |               |     |  |                  |   |     | 
|Stock options(1)                                                                   |  | $             |    |  |                  | $ |    | 
|Restricted shares of Class B common stock, non-voting(2)                           |  |               | 125 |  |                  |   | 152 | 
|                                                                                   |  |               |     |  |                  |   |     | 
|Total                                                                              |  | $             | 125 |  |                  | $ | 152 | 
|                                                                                   |  |               |     |  |                  |   |     | 



|(1) | Stock options were issued pursuant to the 2007 Founders Option Plan.
|--- | ---------------------------------------------------------------------

|(2) | Restricted shares of Class B common stock, non-voting, were issued pursuant to the 2008, 2009 and 2010 Restricted Stock Issuances.
|--- | ----------------------------------------------------------------------------------------------------------------------------------

As of March 31, 2011 and December 31, 2010, the outstanding compensation costs for unvested share-based compensation
arrangements will be recognized over a weighted-average period of 1.8 and 2.0 years, respectively.



17



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##### Table of Contents

INTCOMEX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

(Unaudited)



Stock Options

In February 2007, options to acquire an aggregate of 1,540 shares of Class B common stock, non-voting were granted under the 2007 Founders Option Plan to certain management employees and
independent, non-employee directors. The options were granted at an exercise price of $1,077 per share, which was equal to the fair value of our common stock on the date of grant. The weighted-average grant date fair value of the options granted
during the year ended December 31, 2007 was $566 per share. The shares vest ratably over a three-year vesting period of one-third per year on the annual anniversary date and expire 10 years from the date of grant. There were no stock options
granted during the three months ended March 31, 2011 and 2010. As of March 31, 2011 and December 31, 2010, all of the outstanding options were vested.

A summary of the stock option activity under the 2007 Founders Option Plan and changes during the periods presented, consisted of the following:



|                                              |  |        |       |  |                                                      |   |       |                                                      |  |  |     | 
|--------------------------------------------- |  | ------ | ----- |  | ---------------------------------------------------- | - | ----- | ---------------------------------------------------- |  |  | --- | 
|                                              |  | Shares |       |  | Weighted-AverageExercise 
Priceper Share(in dollars) |   |       | Weighted-AverageRemaining
Contractual Term(in years) | 
|Outstanding at January 1, 2010                |  |        | 1,280 |  |                                                      | $ | 1,077 |                                                      |  |  | 7.2 | 
|                                              |  |        |      
|Granted                                       |  |        |      |  |                                                      |   |      |                                                      |  |  |     | 
|Exercised                                     |  |        |      |  |                                                      |   |      |                                                      |  |  |     | 
|Forfeited or expired                          |  |        |      |  |                                                      |   |      |                                                      |  |  |     | 
|                                              |  |        |       |  |                                                      |   |       |                                                      |  |  |     | 
|Outstanding at December 31, 2010              |  |        | 1,280 |  |                                                      | $ | 1,077 |                                                      |  |  | 6.1 | 
|                                              |  |        |      
|Granted                                       |  |        |      |  |                                                      |   |      |                                                      |  |  |     | 
|Exercised                                     |  |        |      |  |                                                      |   |      |                                                      |  |  |     | 
|Forfeited or expired                          |  |        |      |  |                                                      |   |      |                                                      |  |  |     | 
|                                              |  |        |       |  |                                                      |   |       |                                                      |  |  |     | 
|Outstanding at March 31, 2011                 |  |        | 1,280 |  |                                                      | $ | 1,077 |                                                      |  |  | 5.8 | 
|                                              |  |        |       |  |                                                      |   |       |                                                      |  |  |     | 
|Vested and expected to vest at March 31, 2011 |  |        | 1,280 |  |                                                      | $ | 1,077 |                                                      |  |  | 5.8 | 
|                                              |  |        |       |  |                                                      |   |       |                                                      |  |  |     | 
|Exercisable at March 31, 2011                 |  |        | 1,280 |  |                                                      | $ | 1,077 |                                                      |  |  | 5.8 | 
|                                              |  |        |       |  |                                                      |   |       |                                                      |  |  |     | 

The options were antidilutive as of March 31, 2011, as the fair value of the options was below the
exercise price of the options. The stock options were anti-dilutive as of December 31, 2010, as the Company had a net loss as of the year ended December 31, 2010. The fair value of the options was determined using the Black-Scholes option
pricing model as of April 23, 2007, the measurement date or the date the Company received unanimous approval from shareholders for the 2007 Founders Option Plan. The Black-Scholes option pricing model was developed for use in estimating
the fair value of traded options, and requires the input of subjective assumptions, including expected price volatility and term. Changes in these subjective assumptions can materially affect the fair value of the estimate, and therefore, existing
valuation models do not provide a precise measure of the fair value of the Companys employee stock options. Projected data related to the expected volatility and expected life of stock options is typically based upon historical and other
information. The fair value of the options granted in 2007 was estimated at the date of grant using the following assumptions:



|                          |  |  |         |  
|------------------------- |  |  | ------- | -
|Expected term             |  |  | 6 years |  
|Expected volatility       |  |  | 37.00   | %
|Dividend yield            |  |  | 0.00    | %
|Risk-free investment rate |  |  | 4.58    | %

The expected term of the
options granted under the 2007 Founders Option Plan is based on the simplified method for estimating the expected life of the options, as historical data related to the expected life of the options is not available. The Company used the
historical volatility of the industry sector index, as it is not practicable to estimate the expected volatility of the Companys share price. The risk-free investment rate for periods within the contractual life of the option is based on the
U.S. Treasury yield curve of the same maturity in effect at the time of grant. The Company estimates forfeitures in calculating the expense relating to stock-



18



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##### Table of Contents

INTCOMEX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

(Unaudited)



based compensation. At the grant date, the Company estimated the number of shares expected to vest and will subsequently adjust compensation costs for the estimated rate of forfeitures on an
annual basis. The Company will use historical data to estimate option exercise and employee termination in determining the estimated forfeiture rate. The estimated forfeiture rate applied as of the option grant date was 1%.

Restricted Shares of Common Stock

In February 2008, our Board of Directors authorized, and in June 2008, our shareholders approved the issuance of 73 restricted shares of Class B common stock, non-voting, with a three-year cliff vesting
period to our director Mr. Adolfo Henriques, as the initial equity consideration for his election to the Board of Directors and 41 restricted shares of Class B common stock, non-voting, with a three-year cliff vesting period to each of our
director Mr. Thomas A. Madden and our former director Ms. Carol Miltner, as annual equity consideration for their board membership, (collectively the 2008 Restricted Stock Issuances). In January 2009, Ms. Miltner
surrendered her right to the restricted shares of Class B common stock, non-voting in accordance with the terms of her resignation agreement with the Company.

In May 2009, our Board of Directors authorized and our shareholders approved the issuance of 96 restricted shares of Class B common stock, non-voting, with a three-year cliff vesting period to each of our
directors Messrs. Henriques and Madden, as annual equity consideration for their board membership (collectively the 2009 Restricted Stock Issuance).

In September 2009, our Board of Directors approved, subject to shareholder approval, the designation of an additional 1,000 shares of Class B common stock, non-voting, to be reserved for the grant of
restricted stock to our Board of Directors.

In June 2010, our Board of Directors authorized and our shareholders approved the
issuance of 64 restricted shares of Class B common stock, non-voting, with a three-year cliff vesting period to each of our directors Messrs. Henriques and Madden, as annual equity consideration for their board membership (collectively the
2010 Restricted Stock Issuance).

A summary of the unvested restricted shares of Class B common stock, non-voting
award activity and changes during the periods presented consisted of the following:



|                                      |  |                                              |     |  |                                                           |   |       |    
|------------------------------------- |  | -------------------------------------------- | --- |  | --------------------------------------------------------- | - | ----- | ---
|                                      |  | RestrictedCommon Stock,Non-voting(in shares) |     |  | Weighted-AverageGrant-DateFair Valueper Share(in dollars) |  
|Unvested Balance at January 1, 2010   |  |                                              | 306 |  |                                                           | $ | 1,040 | (1)
|                                      |  |                                             
|Granted                               |  |                                              | 128 |  |                                                           | $ | 790   | (2)
|Vested                                |  |                                              |    |  |                                                           |   |      |    
|Forfeited                             |  |                                              |    |  |                                                           |   |      |    
|                                      |  |                                              |     |  |                                                           |   |       |    
|Unvested Balance at December 31, 2010 |  |                                              | 434 |  |                                                           | $ | 899   | (1)
|                                      |  |                                              |     |  |                                                           |   |       |    
|                                      |  |                                             
|Granted                               |  |                                              |    |  |                                                           |   |      |    
|Vested                                |  |                                              |    |  |                                                           |   |      |    
|Forfeited                             |  |                                              |    |  |                                                           |   |      |    
|                                      |  |                                              |     |  |                                                           |   |       |    
|Unvested Balance at March 31, 2011    |  |                                              | 434 |  |                                                           | $ | 943   | (1)
|                                      |  |                                              |     |  |                                                           |   |       |    



|(1) | The fair value was determined using the weighted-average fair value per share to reflect the portion of the period during which shares were outstanding.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | The fair value was determined as of the date the Company granted the shares.
|--- | ----------------------------------------------------------------------------



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##### Table of Contents

INTCOMEX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

(Unaudited)



Note 10. Commitments and Contingencies and Other

Commitments and Contingencies

The Company accrues for contingent obligations when the obligation is probable and the amount is reasonably estimable. As facts concerning contingencies become known, we reassess our position and make
appropriate adjustments to the financial statements. Estimates that require judgment and are particularly sensitive to future changes include those related to taxes, legal matters, the imposition of international governmental monetary, fiscal or
other controls, changes in the interpretation and enforcement of international laws (in particular related to items such as duty and taxation), and the impact of local economic conditions and practices, which are all subject to change as events
evolve and as additional information becomes available.

Litigation

As part of our normal course of business, we are involved in certain claims, regulatory and tax matters. In the opinion of our management,
the final disposition of such matters will not have a material adverse impact on our results of operations and financial condition.

Leases

The Company leases office, warehouse facilities, and warehouse equipment under non-cancelable operating leases, including
a 10-year lease for 221,021 square feet of office and warehouse space in Miami, Florida. The commencement date of the lease was May 1, 2007, with a base rent expense of $146 per month and an annual 3.0% escalation clause.

Investment Agreement and Indemnity Letter Agreement

On March 16, 2011, the Company and two of its subsidiaries, Intcomex Colombia LTDA and Intcomex de Guatemala, S.A. agreed to purchase certain assets consisting of certain of its Latin American
operations, excluding certain legacy business in Puerto Rico, and equity (the Acquired Assets) from Brightpoint Latin America, Inc. (Brightpoint Latin America) and Brightpoint International Ltd., two subsidiaries of
Brightpoint, Inc., a global leader in providing supply chain solutions to the wireless industry (the Investment Agreement).

Also on March 16, 2011, the Company entered into an indemnity letter agreement with the Anthony and Michael Shalom, (the Shaloms) and a CVC International subsidiary, CVCI Intcomex
Investment LP (CVCI Investment), pursuant to which the Company agreed to return approximately $927 (the Reimbursement Amount) to the Shaloms. The return of the Reimbursement Amount is a result of an overpayment by the Shaloms
of an indemnification payment owed to CVCI Investment and paid to the Company pursuant to an indemnity agreement letter between the Shaloms and CVCI Investment, dated as of June 29, 2007. The Reimbursement Amount is payable at the earlier of:
(i) such time that such payment is not prohibited by any agreement by which the Company or any of its subsidiaries is bound; and, (ii) a change of control other than that as a result of an IPO.

Note 11. Additional Paid in Capital

Total compensation expense for share-based compensation arrangements charged against income was $27 and $64 for the three months ended March 31, 2011 and 2010, respectively. For a detailed discussion
of the share-based compensation, see Note 9. Share-Based Compensation in these Notes to Condensed Consolidated Financial Statements (Unaudited).



20



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INTCOMEX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

(Unaudited)



Note 12. Segment Information

FASB ASC 280, Segment Reportingprovides guidance on the disclosures about segments and information related to reporting units. The
Company operates in a single industry segment, that being a distributor of IT products. The Companys operating segments are based on geographic location. Geographic areas in which the Company operates include sales generated from and invoiced
by the Miami Operations and the Latin American and Caribbean subsidiary operations. The subsidiary operations conduct business with sales and distribution centers in the In-country Operations, which have been aggregated as one segment due to similar
products and economic characteristics. The Company sells and distributes one type of product line, IT products, and does not provide any separately billable services. It is impracticable for the Company to report the revenues from external customers
for the group of similar products within the product line because the general ledger used to prepare the Companys financial statements does not track sales by product.

Inter-segment revenue primarily represents intercompany revenue between the Miami Operations and the In-country Operations at established prices. Intercompany revenue between the related companies is
eliminated in consolidation. The measure for the Companys segment profit is operating income. Financial information by geographic operating segment is as follows for the periods presented:



|                                                |  |                                     |         |   |      |   |         |  
|----------------------------------------------- |  | ----------------------------------- | ------- | - | ---- | - | ------- | -
|                                                |  | For the Three Months EndedMarch 31, |        
|                                                |  | 2011                                |         |   | 2010 |  
|Statement of Operations Data:                   |  |                                     |         |   |      |   |         |  
|Revenue                                         |  |                                     |         |   |      |   |         |  
|Miami Operations                                |  |                                     |         |   |      |   |         |  
|Revenue from unaffiliated customers(1)          |  | $                                   | 60,942  |   |      | $ | 59,416  |  
|Intersegment                                    |  |                                     | 73,087  |   |      |   | 78,148  |  
|                                                |  |                                     |         |   |      |   |         |  
|Total Miami Operations                          |  |                                     | 134,029 |   |      |   | 137,564 |  
|In-country Operations                           |  |                                     |         |   |      |   |         |  
|In-country Operations, excluding Intcomex Chile |  |                                     | 137,600 |   |      |   | 126,735 |  
|Intcomex Chile                                  |  |                                     | 52,209  |   |      |   | 57,494  |  
|                                                |  |                                     |         |   |      |   |         |  
|In-country Operations                           |  |                                     | 189,809 |   |      |   | 184,229 |  
|Eliminations of inter-segment                   |  |                                     | (73,087 | ) |      |   | (78,148 | )
|                                                |  |                                     |         |   |      |   |         |  
|Total revenue                                   |  | $                                   | 250,751 |   |      | $ | 243,645 |  
|                                                |  |                                     |         |   |      |   |         |  
|Operating income                                |  |                                     |         |   |      |   |         |  
|Miami Operations                                |  | $                                   | 1,416   |   |      | $ | 1,136   |  
|In-country Operations                           |  |                                     | 3,114   |   |      |   | 4,655   |  
|                                                |  |                                     |         |   |      |   |         |  
|Total operating income                          |  | $                                   | 4,530   |   |      | $ | 5,791   |  
|                                                |  |                                     |         |   |      |   |         |  



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INTCOMEX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

(Unaudited)



|                                                |  |                |         |  |                   |   |         | 
|----------------------------------------------- |  | -------------- | ------- |  | ----------------- | - | ------- | 
|                                                |  | As of          |        
|                                                |  | March 31, 2011 |         |  | December 31, 2010 |  
|Balance Sheet Data:                             |  |                |         |  |                   |   |         | 
|Assets                                          |  |                |         |  |                   |   |         | 
|Miami Operations                                |  | $              | 148,965 |  |                   | $ | 125,711 | 
|In-country Operations                           |  |                |         |  |                   |   |         | 
|In-country Operations, excluding Intcomex Chile |  |                | 97,919  |  |                   |   | 117,598 | 
|Intcomex Chile                                  |  |                | 104,019 |  |                   |   | 102,796 | 
|                                                |  |                |         |  |                   |   |         | 
|In-country Operations                           |  |                | 201,938 |  |                   |   | 220,394 | 
|                                                |  |                |         |  |                   |   |         | 
|Total assets                                    |  | $              | 350,903 |  |                   | $ | 346,105 | 
|                                                |  |                |         |  |                   |   |         | 
|Property & equipment, net                       |  |                |         |  |                   |   |         | 
|Miami Operations                                |  | $              | 7,173   |  |                   | $ | 7,064   | 
|In-country Operations                           |  |                | 9,141   |  |                   |   | 9,266   | 
|                                                |  |                |         |  |                   |   |         | 
|Total property & equipment, net                 |  | $              | 16,314  |  |                   | $ | 16,330  | 
|                                                |  |                |         |  |                   |   |         | 
|Goodwill                                        |  |                |         |  |                   |   |         | 
|Miami Operations                                |  | $              |        |  |                   | $ |        | 
|In-country Operations                           |  |                | 13,982  |  |                   |   | 13,862  | 
|                                                |  |                |         |  |                   |   |         | 
|Total goodwill                                  |  | $              | 13,982  |  |                   | $ | 13,862  | 
|                                                |  |                |         |  |                   |   |         | 



|(1) | For purposes of
geographic disclosure, revenue is attributable to the country in which the Companys individual business resides.
|--- | ---------------------------------------------------------------------------------------------------------------------------------

Note 13. Guarantor Condensed Consolidating Financial Statements

The Original
131/4% Senior Notes were and the New
131/4% Senior Notes are unconditionally guaranteed
on a senior secured basis by each of the Companys existing and future domestic restricted subsidiaries (collectively, the Subsidiary Guarantors), but not the Companys foreign subsidiaries (collectively, the
Non-Guarantor Subsidiaries). Each of the note guarantees covered the full amount of the Original 131/4% Senior Notes and covers the full amount of the New
131/4% Senior Notes and each of the Subsidiary
Guarantors is 100% owned by the Company. Pursuant to Rule 3-10(f) of Regulation S-X under the rules promugated under the Securities Act of 1933, the Parent company has prepared condensed consolidating financial information for the Parent company,
the subsidiaries that are Guarantors of the Companys obligations under the Original 131/4% Senior Notes and New 131/4% Senior Notes on a combined basis and the Non-Guarantor Subsidiaries on a combined basis.

The indentures governing the Original 131/4% Senior Notes and New 131/4% Senior Notes and the security documents executed in connection
therewith provide that, in the event that Rule 3-16 of Regulation S-X under the rules promulgated under the Securities Act of 1933, or any successor regulation, requires the filing of separate financial statements of any of the Companys
subsidiaries with the SEC, the capital stock pledged as collateral securing the Original 131/4% Senior Notes and New 131/4% Senior Notes, the portion or, if necessary, all of such capital stock necessary to eliminate such filing requirement, will automatically be deemed released and not have been part of the collateral
securing the Original 131/4% Senior Notes and New
131/4% Senior Notes.

The Rule 3-16 requirement to file separate financial statements of a subsidiary is
triggered if the aggregate principal amount, par value, or book value of the capital stock of the subsidiary, as carried by the registrant, or the market value of such capital stock, whichever is greatest, equals 20% or more of the principal amount
of the notes. These values are calculated by using a discounted cash flow model that combines the unlevered free cash flows from our annual five-year business plan plus a terminal value based upon the final year earnings before interest, taxes,
depreciation and amortization, or EBITDA of that business plan which is then multiplied by a multiple based upon comparable companies implied multiples, validated by third-party experts, to arrive at an enterprise value. Existing debt, net of
cash on hand, is then subtracted to arrive at the estimated market value. Supplemental financial information for Intcomex, Inc., our combined Subsidiary Guarantors and Non-Guarantor Subsidiaries is presented below.

Supplemental financial information for Intcomex, Inc., our combined Subsidiary Guarantors and Non-Guarantor Subsidiaries is presented
below.



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INTCOMEX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

(Unaudited)



CONDENSED CONSOLIDATING BALANCE SHEET

As of March 31, 2011



|                                           |  |                       |         |  |            |   |         |                |  |   |              |  |  |                           |          |   |  |   |         | 
|------------------------------------------ |  | --------------------- | ------- |  | ---------- | - | ------- | -------------- |  | - | ------------ |  |  | ------------------------- | -------- | - |  | - | ------- | 
|                                           |  | INTCOMEX,INC.(PARENT) |         |  | GUARANTORS |   |         | NON-GUARANTORS |  |   | ELIMINATIONS |  |  | INTCOMEX,INC.CONSOLIDATED |         
|Current assets                             |  |                       |         |  |            |   |         |                |  |   |              |  |  |                           |          |   |  |   |         | 
|Cash and equivalents                       |  | $                     | 5       |  |            | $ | 55      |                |  | $ | 24,498       |  |  | $                         |         |   |  | $ | 24,558  | 
|Trade accounts receivable, net             |  |                       |        |  |            |   | 76,090  |                |  |   | 93,962       |  |  |                           | (54,408  | ) |  |   | 115,644 | 
|Inventories                                |  |                       |        |  |            |   | 37,203  |                |  |   | 80,984       |  |  |                           |         |   |  |   | 118,187 | 
|Other                                      |  |                       | 42,510  |  |            |   | 5,779   |                |  |   | 79,335       |  |  |                           | (84,843  | ) |  |   | 42,781  | 
|                                           |  |                       |         |  |            |   |         |                |  |   |              |  |  |                           |          |   |  |   |         | 
|Total current assets                       |  |                       | 42,515  |  |            |   | 119,127 |                |  |   | 278,779      |  |  |                           | (139,251 | ) |  |   | 301,170 | 
|                                           |  |                       |         |  |           
|Long-term assets                           |  |                       |         |  |            |   |         |                |  |   |              |  |  |                           |          |   |  |   |         | 
|Property and equipment, net                |  |                       | 4,542   |  |            |   | 2,631   |                |  |   | 9,141        |  |  |                           |         |   |  |   | 16,314  | 
|Investments in subsidiaries                |  |                       | 146,893 |  |            |   | 224,069 |                |  |   |             |  |  |                           | (370,962 | ) |  |   |        | 
|Goodwill                                   |  |                       |        |  |            |   | 7,418   |                |  |   | 6,564        |  |  |                           |         |   |  |   | 13,982  | 
|Other                                      |  |                       | 14,692  |  |            |   | 58,110  |                |  |   | 14,703       |  |  |                           | (68,068  | ) |  |   | 19,437  | 
|                                           |  |                       |         |  |            |   |         |                |  |   |              |  |  |                           |          |   |  |   |         | 
|Total assets                               |  | $                     | 208,642 |  |            | $ | 411,355 |                |  | $ | 309,187      |  |  | $                         | (578,281 | ) |  | $ | 350,903 | 
|                                           |  |                       |         |  |            |   |         |                |  |   |              |  |  |                           |          |   |  |   |         | 
|Liabilities and shareholders equity       |  |                       |         |  |            |   |         |                |  |   |              |  |  |                           |          |   |  |   |         | 
|Current liabilities                        |  | $                     | 20,607  |  |            | $ | 178,334 |                |  | $ | 137,845      |  |  | $                         | (139,211 | ) |  | $ | 197,575 | 
|Long-term debt, net of current maturities  |  |                       | 110,105 |  |            |   | 134     |                |  |   | 444          |  |  |                           |         |   |  |   | 110,683 | 
|Other long-term liabilities                |  |                       | 39,733  |  |            |   | 18,298  |                |  |   | 14,494       |  |  |                           | (68,077  | ) |  |   | 4,448   | 
|                                           |  |                       |         |  |            |   |         |                |  |   |              |  |  |                           |          |   |  |   |         | 
|Total liabilities                          |  |                       | 170,445 |  |            |   | 196,766 |                |  |   | 152,783      |  |  |                           | (207,288 | ) |  |   | 312,706 | 
|Total shareholders equity                 |  |                       | 38,197  |  |            |   | 214,589 |                |  |   | 156,404      |  |  |                           | (370,993 | ) |  |   | 38,197  | 
|                                           |  |                       |         |  |            |   |         |                |  |   |              |  |  |                           |          |   |  |   |         | 
|Total liabilities and shareholders equity |  | $                     | 208,642 |  |            | $ | 411,355 |                |  | $ | 309,187      |  |  | $                         | (578,281 | ) |  | $ | 350,903 | 
|                                           |  |                       |         |  |            |   |         |                |  |   |              |  |  |                           |          |   |  |   |         | 



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INTCOMEX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

(Unaudited)



CONDENSED CONSOLIDATING BALANCE SHEET

As of December 31, 2010



|                                           |  |                       |         |  |            |   |         |                |  |   |              |  |  |                           |          |   |  |   |         | 
|------------------------------------------ |  | --------------------- | ------- |  | ---------- | - | ------- | -------------- |  | - | ------------ |  |  | ------------------------- | -------- | - |  | - | ------- | 
|                                           |  | INTCOMEX,INC.(PARENT) |         |  | GUARANTORS |   |         | NON-GUARANTORS |  |   | ELIMINATIONS |  |  | INTCOMEX,INC.CONSOLIDATED |         
|Current assets                             |  |                       |         |  |            |   |         |                |  |   |              |  |  |                           |          |   |  |   |         | 
|Cash and equivalents                       |  | $                     |        |  |            | $ | 273     |                |  | $ | 28,594       |  |  | $                         |         |   |  | $ | 28,867  | 
|Trade accounts receivable, net             |  |                       |        |  |            |   | 59,370  |                |  |   | 105,818      |  |  |                           | (48,300  | ) |  |   | 116,888 | 
|Inventories                                |  |                       |        |  |            |   | 31,793  |                |  |   | 78,597       |  |  |                           |         |   |  |   | 110,390 | 
|Other                                      |  |                       | 41,618  |  |            |   | 6,661   |                |  |   | 74,637       |  |  |                           | (82,700  | ) |  |   | 40,216  | 
|                                           |  |                       |         |  |            |   |         |                |  |   |              |  |  |                           |          |   |  |   |         | 
|Total current assets                       |  |                       | 41,618  |  |            |   | 98,097  |                |  |   | 287,646      |  |  |                           | (131,000 | ) |  |   | 296,361 | 
|Long-term assets                           |  |                       |         |  |            |   |         |                |  |   |              |  |  |                           |          |   |  |   |         | 
|Property and equipment, net                |  |                       | 4,293   |  |            |   | 2,770   |                |  |   | 9,267        |  |  |                           |         |   |  |   | 16,330  | 
|Investments in subsidiaries                |  |                       | 141,700 |  |            |   | 218,696 |                |  |   |             |  |  |                           | (360,396 | ) |  |   |        | 
|Goodwill                                   |  |                       |        |  |            |   | 7,418   |                |  |   | 6,444        |  |  |                           |         |   |  |   | 13,862  | 
|Other                                      |  |                       | 14,904  |  |            |   | 55,880  |                |  |   | 14,846       |  |  |                           | (66,078  | ) |  |   | 19,552  | 
|                                           |  |                       |         |  |            |   |         |                |  |   |              |  |  |                           |          |   |  |   |         | 
|Total assets                               |  | $                     | 202,515 |  |            | $ | 382,861 |                |  | $ | 318,203      |  |  | $                         | (557,474 | ) |  | $ | 346,105 | 
|                                           |  |                       |         |  |            |   |         |                |  |   |              |  |  |                           |          |   |  |   |         | 
|Liabilities and shareholders equity       |  |                       |         |  |            |   |         |                |  |   |              |  |  |                           |          |   |  |   |         | 
|Current liabilities                        |  | $                     | 15,646  |  |            | $ | 157,157 |                |  | $ | 150,158      |  |  | $                         | (130,958 | ) |  | $ | 192,003 | 
|Long-term debt, net of current maturities  |  |                       | 109,834 |  |            |   | 236     |                |  |   | 488          |  |  |                           |         |   |  |   | 110,558 | 
|Other long-term liabilities                |  |                       | 37,994  |  |            |   | 18,323  |                |  |   | 14,275       |  |  |                           | (66,089  | ) |  |   | 4,503   | 
|                                           |  |                       |         |  |            |   |         |                |  |   |              |  |  |                           |          |   |  |   |         | 
|Total liabilities                          |  |                       | 163,474 |  |            |   | 175,716 |                |  |   | 164,921      |  |  |                           | (197,047 | ) |  |   | 307,064 | 
|Total shareholders equity                 |  |                       | 39,041  |  |            |   | 207,145 |                |  |   | 153,282      |  |  |                           | (360,427 | ) |  |   | 39,041  | 
|                                           |  |                       |         |  |            |   |         |                |  |   |              |  |  |                           |          |   |  |   |         | 
|Total liabilities and shareholders equity |  | $                     | 202,515 |  |            | $ | 382,861 |                |  | $ | 318,203      |  |  | $                         | (557,474 | ) |  | $ | 346,105 | 
|                                           |  |                       |         |  |            |   |         |                |  |   |              |  |  |                           |          |   |  |   |         | 



24



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INTCOMEX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

(Unaudited)



CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

Three Months Ended March 31, 2011



|                                                          |  |                       |        |   |            |   |         |                |  |   |              |   |  |                           |         |   |  |   |         |  
|--------------------------------------------------------- |  | --------------------- | ------ | - | ---------- | - | ------- | -------------- |  | - | ------------ | - |  | ------------------------- | ------- | - |  | - | ------- | -
|                                                          |  | INTCOMEX,INC.(PARENT) |        |   | GUARANTORS |   |         | NON-GUARANTORS |  |   | ELIMINATIONS |   |  | INTCOMEX,INC.CONSOLIDATED |        
|Revenue                                                   |  | $                     |       |   |            | $ | 134,030 |                |  | $ | 189,808      |   |  | $                         | (73,087 | ) |  | $ | 250,751 |  
|Cost of revenue                                           |  |                       |       |   |            |   | 125,321 |                |  |   | 172,970      |   |  |                           | (72,878 | ) |  |   | 225,413 |  
|                                                          |  |                       |        |   |            |   |         |                |  |   |              |   |  |                           |         |   |  |   |         |  
|Gross profit                                              |  |                       |       |   |            |   | 8,709   |                |  |   | 16,838       |   |  |                           | (209    | ) |  |   | 25,338  |  
|Operating expenses                                        |  |                       | 2,650  |   |            |   | 4,436   |                |  |   | 13,722       |   |  |                           |        |   |  |   | 20,808  |  
|                                                          |  |                       |        |   |            |   |         |                |  |   |              |   |  |                           |         |   |  |   |         |  
|Operating (loss) income                                   |  |                       | (2,650 | ) |            |   | 4,273   |                |  |   | 3,116        |   |  |                           | (209    | ) |  |   | 4,530   |  
|Other expense, net                                        |  |                       |        |   |            |   |         |                |  |   |              |   |  |                           |         |   |  |   |         |  
|Interest expense, net                                     |  |                       | 5,064  |   |            |   | 478     |                |  |   | (764         | ) |  |                           |        |   |  |   | 4,778   |  
|Other, net                                                |  |                       | (4,748 | ) |            |   | (4,425  | )              |  |   | 973          |   |  |                           | 8,313   |   |  |   | 113     |  
|                                                          |  |                       |        |   |            |   |         |                |  |   |              |   |  |                           |         |   |  |   |         |  
|Total other expense (income)                              |  |                       | 316    |   |            |   | (3,947  | )              |  |   | 209          |   |  |                           | 8,313   |   |  |   | 4,891   |  
|(Loss) income before (benefit) provision for income taxes |  |                       | (2,966 | ) |            |   | 8,220   |                |  |   | 2,907        |   |  |                           | (8,522  | ) |  |   | (361    | )
|(Benefit) provision for income taxes                      |  |                       | (1,648 | ) |            |   | 1,457   |                |  |   | 1,148        |   |  |                           |        |   |  |   | 957     |  
|                                                          |  |                       |        |   |            |   |         |                |  |   |              |   |  |                           |         |   |  |   |         |  
|Net (loss) income                                         |  | $                     | (1,318 | ) |            | $ | 6,763   |                |  | $ | 1,759        |   |  | $                         | (8,522  | ) |  | $ | (1,318  | )
|                                                          |  |                       |        |   |            |   |         |                |  |   |              |   |  |                           |         |   |  |   |         |  

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

Three Months Ended March 31, 2010



|                                                          |  |                       |        |   |            |   |         |                |  |   |              |   |  |                           |         |   |  |   |         |  
|--------------------------------------------------------- |  | --------------------- | ------ | - | ---------- | - | ------- | -------------- |  | - | ------------ | - |  | ------------------------- | ------- | - |  | - | ------- | -
|                                                          |  | INTCOMEX,INC.(PARENT) |        |   | GUARANTORS |   |         | NON-GUARANTORS |  |   | ELIMINATIONS |   |  | INTCOMEX,INC.CONSOLIDATED |        
|Revenue                                                   |  | $                     |       |   |            | $ | 137,564 |                |  | $ | 184,229      |   |  | $                         | (78,148 | ) |  | $ | 243,645 |  
|Cost of revenue                                           |  |                       |       |   |            |   | 129,306 |                |  |   | 168,314      |   |  |                           | (77,735 | ) |  |   | 219,885 |  
|                                                          |  |                       |        |   |            |   |         |                |  |   |              |   |  |                           |         |   |  |   |         |  
|Gross profit                                              |  |                       |       |   |            |   | 8,258   |                |  |   | 15,915       |   |  |                           | (413    | ) |  |   | 23,760  |  
|Operating expenses                                        |  |                       | 2,235  |   |            |   | 4,474   |                |  |   | 11,260       |   |  |                           |        |   |  |   | 17,969  |  
|                                                          |  |                       |        |   |            |   |         |                |  |   |              |   |  |                           |         |   |  |   |         |  
|Operating (loss) income                                   |  |                       | (2,235 | ) |            |   | 3,784   |                |  |   | 4,655        |   |  |                           | (413    | ) |  |   | 5,791   |  
|Other expense, net                                        |  |                       |        |   |            |   |         |                |  |   |              |   |  |                           |         |   |  |   |         |  
|Interest expense, net                                     |  |                       | 4,932  |   |            |   | 334     |                |  |   | (469         | ) |  |                           |        |   |  |   | 4,797   |  
|Other, net                                                |  |                       | (5,462 | ) |            |   | (6,356  | )              |  |   | 454          |   |  |                           | 11,925  |   |  |   | 561     |  
|                                                          |  |                       |        |   |            |   |         |                |  |   |              |   |  |                           |         |   |  |   |         |  
|Total other (income) expense                              |  |                       | (530   | ) |            |   | (6,022  | )              |  |   | (15          | ) |  |                           | 11,925  |   |  |   | 5,358   |  
|(Loss) income before (benefit) provision for income taxes |  |                       | (1,705 | ) |            |   | 9,806   |                |  |   | 4,670        |   |  |                           | (12,338 | ) |  |   | 433     |  
|(Benefit) provision for income taxes                      |  |                       | (1,592 | ) |            |   | 1,401   |                |  |   | 737          |   |  |                           |        |   |  |   | 546     |  
|                                                          |  |                       |        |   |            |   |         |                |  |   |              |   |  |                           |         |   |  |   |         |  
|Net (loss) income                                         |  | $                     | (113   | ) |            | $ | 8,405   |                |  | $ | 3,933        |   |  | $                         | (12,338 | ) |  | $ | (113    | )
|                                                          |  |                       |        |   |            |   |         |                |  |   |              |   |  |                           |         |   |  |   |         |  



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INTCOMEX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

(Unaudited)



CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

Three Months Ended March 31, 2011



|                                                     |  |                       |        |   |            |   |        |                |  |   |              |   |  |                           |   |  |  |   |        |  
|---------------------------------------------------- |  | --------------------- | ------ | - | ---------- | - | ------ | -------------- |  | - | ------------ | - |  | ------------------------- | - |  |  | - | ------ | -
|                                                     |  | INTCOMEX,INC.(PARENT) |        |   | GUARANTORS |   |        | NON-GUARANTORS |  |   | ELIMINATIONS |   |  | INTCOMEX,INC.CONSOLIDATED |  
|Cash flows from operating activities                 |  | $                     | (1,309 | ) |            | $ | (1,706 | )              |  | $ | (2,505       | ) |  | $                         |  |  |  | $ | (5,520 | )
|                                                     |  |                       |        |   |            |   |        |                |  |   |              |   |  |                           |   |  |  |   |        |  
|Cash flows from investing activities                 |  |                       |        |   |            |   |        |                |  |   |              |   |  |                           |   |  |  |   |        |  
|Purchases of property and equipment, net             |  |                       | (675   | ) |            |   | (39    | )              |  |   | (278         | ) |  |                           |  |  |  |   | (992   | )
|Other                                                |  |                       | 1,989  |   |            |   | (1,985 | )              |  |   | 68           |   |  |                           |  |  |  |   | 72     |  
|                                                     |  |                       |        |   |            |   |        |                |  |   |              |   |  |                           |   |  |  |   |        |  
|Cash flows from investing activities                 |  |                       | 1,314  |   |            |   | (2,024 | )              |  |   | (210         | ) |  |                           |  |  |  |   | (920   | )
|                                                     |  |                       |        |   |            |   |        |                |  |   |              |   |  |                           |   |  |  |   |        |  
|Cash flows from financing activities                 |  |                       |        |   |            |   |        |                |  |   |              |   |  |                           |   |  |  |   |        |  
|Payments (borrowings) under lines of credit, net     |  |                       |       |   |            |   | 3,607  |                |  |   | (1,599       | ) |  |                           |   |  |  |   | 2,008  |  
|Borrowings under long-term debt                      |  |                       |       |   |            |   |       |                |  |   |             |   |  |                           |  |  |  |   |       |  
|Payments of long-term debt                           |  |                       |       |   |            |   | (95    | )              |  |   | (47          | ) |  |                           |  |  |  |   | (142   | )
|                                                     |  |                       |        |   |            |   |        |                |  |   |              |   |  |                           |   |  |  |   |        |  
|Cash flows from financing activities                 |  |                       |       |   |            |   | 3,512  |                |  |   | (1,646       | ) |  |                           |  |  |  |   | 1,866  |  
|                                                     |  |                       |        |   |            |   |        |                |  |   |              |   |  |                           |   |  |  |   |        |  
|Effects of exchange rate changes on cash             |  |                       |       |   |            |   |       |                |  |   | 265          |   |  |                           |  |  |  |   | 265    |  
|                                                     |  |                       |        |   |            |   |        |                |  |   |              |   |  |                           |   |  |  |   |        |  
|Net increase (decrease) in cash and cash equivalents |  |                       | 5      |   |            |   | (218   | )              |  |   | (4,096       | ) |  |                           |  |  |  |   | (4,309 | )
|Cash and cash equivalents, beginning of period       |  |                       |       |   |            |   | 273    |                |  |   | 28,594       |   |  |                           |  |  |  |   | 28,867 |  
|                                                     |  |                       |        |   |            |   |        |                |  |   |              |   |  |                           |   |  |  |   |        |  
|Cash and cash equivalents, end of period             |  | $                     | 5      |   |            | $ | 55     |                |  | $ | 24,498       |   |  | $                         |  |  |  | $ | 24,558 |  
|                                                     |  |                       |        |   |            |   |        |                |  |   |              |   |  |                           |   |  |  |   |        |  

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

Three Months Ended March 31, 2010



|                                                     |  |                       |        |   |            |   |      |                |  |   |              |   |  |                           |   |  |  |   |        |  
|---------------------------------------------------- |  | --------------------- | ------ | - | ---------- | - | ---- | -------------- |  | - | ------------ | - |  | ------------------------- | - |  |  | - | ------ | -
|                                                     |  | INTCOMEX,INC.(PARENT) |        |   | GUARANTORS |   |      | NON-GUARANTORS |  |   | ELIMINATIONS |   |  | INTCOMEX,INC.CONSOLIDATED |  
|Cash flows from operating activities                 |  | $                     | (1,433 | ) |            | $ | (775 | )              |  | $ | 4,095        |   |  | $                         |  |  |  | $ | 1,887  |  
|                                                     |  |                       |        |   |            |   |      |                |  |   |              |   |  |                           |   |  |  |   |        |  
|Cash flows from investing activities                 |  |                       |        |   |            |   |      |                |  |   |              |   |  |                           |   |  |  |   |        |  
|Purchases of property and equipment, net             |  |                       | (555   | ) |            |   | (18  | )              |  |   | (346         | ) |  |                           |  |  |  |   | (919   | )
|Other                                                |  |                       |       |   |            |   | 4    |                |  |   | 54           |   |  |                           |  |  |  |   | 58     |  
|                                                     |  |                       |        |   |            |   |      |                |  |   |              |   |  |                           |   |  |  |   |        |  
|Cash used in investing activities                    |  |                       | (555   | ) |            |   | (14  | )              |  |   | (292         | ) |  |                           |  |  |  |   | (861   | )
|                                                     |  |                       |        |   |            |   |      |                |  |   |              |   |  |                           |   |  |  |   |        |  
|Cash flows from financing activities                 |  |                       |        |   |            |   |      |                |  |   |              |   |  |                           |   |  |  |   |        |  
|Payments under lines of credit, net                  |  |                       |       |   |            |   | 954  |                |  |   | 1,370        |   |  |                           |   |  |  |   | 2,324  |  
|Borrowings under long-term debt                      |  |                       |       |   |            |   |     |                |  |   |             |   |  |                           |  |  |  |   |       |  
|Payments of long-term debt                           |  |                       |       |   |            |   | (94  | )              |  |   | (47          | ) |  |                           |  |  |  |   | (141   | )
|                                                     |  |                       |        |   |            |   |      |                |  |   |              |   |  |                           |   |  |  |   |        |  
|Cash flows from financing activities                 |  |                       |       |   |            |   | 860  |                |  |   | 1,323        |   |  |                           |  |  |  |   | 2,183  |  
|                                                     |  |                       |        |   |            |   |      |                |  |   |              |   |  |                           |   |  |  |   |        |  
|Effects of exchange rate changes on cash             |  |                       |       |   |            |   |     |                |  |   | 753          |   |  |                           |  |  |  |   | 753    |  
|                                                     |  |                       |        |   |            |   |      |                |  |   |              |   |  |                           |   |  |  |   |        |  
|Net (decrease) increase in cash and cash equivalents |  |                       | (1,988 | ) |            |   | 71   |                |  |   | 5,879        |   |  |                           |  |  |  |   | 3,962  |  
|Cash and cash equivalents, beginning of period       |  |                       | 2,637  |   |            |   | 41   |                |  |   | 24,556       |   |  |                           |  |  |  |   | 27,234 |  
|                                                     |  |                       |        |   |            |   |      |                |  |   |              |   |  |                           |   |  |  |   |        |  
|Cash and cash equivalents, end of period             |  | $                     | 649    |   |            | $ | 112  |                |  | $ | 30,435       |   |  | $                         |  |  |  | $ | 31,196 |  
|                                                     |  |                       |        |   |            |   |      |                |  |   |              |   |  |                           |   |  |  |   |        |  



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##### Table of Contents

INTCOMEX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

(Unaudited)



Note 14. Subsequent Events

On April 19, 2011, the Company completed the transactions contemplated by the Investment Agreement, pursuant to which the Company
assumed certain liabilities associated with the Acquired Assets, received $15.0 million in cash, subject to working capital adjustments set forth in the agreement, and issued 38,769 shares of the Companys voting common stock to Brightpoint
Latin America. Brighpoint Latin America now owns an approximate 23% equity ownership interest in the Company and has one representative on the Companys Board of Directors. Brightpoint Latin America joined Citi Venture Capital International, a
unit of Citigroup Inc. and Anthony and Michael Shalom as significant shareholders of the Company. The business combination transaction is not material for the pro-forma disclosure in the notes to unaudited condensed consolidated financial
statements. In connection with the Investment Agreement, the Company entered into the Fifth Amended and Restated Shareholders Agreement by and among the CVC Shareholders, the Shalom Shareholders, the Centel Shareholders, the Additional Shareholders
and Brightpoint Latin America.

On April 19, 2011, the Company filed an amendment to its certificate of
incorporation pursuant to which each outstanding share of Class B non-voting common stock was automatically converted into one share of voting common stock. As of the filing of such amendment, the Company no longer has any shares of Class B,
no-voting common stock authorized or issued or outstanding.



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##### Table of Contents

|Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations.
|------- | --------------------------------------------------------------------------------------

Forward-Looking Statements

This Quarterly Report on Form 10-Q, or Quarterly Report, including this Managements Discussion and Analysis of Financial Condition
and Results of Operations, contains forward-looking statements regarding future events and our future results that are subject to the safe harbors created under the Securities Act of 1933 and the Securities Exchange Act of 1934. All statements other
than statements of historical facts are statements that could be deemed forward-looking statements. These statements are based on current expectations, beliefs, estimates, forecasts, projections and managements assumptions about our Company,
our future performance, our liquidity and the Information Technology, or IT, products distribution industry in which we operate. Words such as anticipate, assume, believe, estimate, expect,
intend, goal, plan, seek, project, target and variations of such words and similar expressions are intended to identify such forward-looking statements. In addition, any
statements that refer to projections of our future financial performance, our anticipated growth and trends in our businesses, and other characterizations of future events or circumstances including but are not limited to, managements
expectations for competition, revenues, margin, expenses and other operating results, capital expenditures, liquidity, capital requirements, acquisitions and exchange rate fluctuations, each of which involves numerous risks and uncertainties are
forward-looking statements. These forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. Forward-looking statements should,
therefore, be considered in light of various factors, including those identified below, elsewhere herein and under Part II Other Information, Item 1A. Risk Factors in our Annual Report on Form 10-K filed with the SEC on
March 31, 2011, or Annual Report, under Part I. Item 1A. Risk Factors. These risks and uncertainties include, but are not limited to the following:



| |  |  | adverse changes in general economic, political, social and health conditions and developments in the global environment and throughout Latin America
and the Caribbean in the markets in which we operate or plan to operate, which may lead to a decline in our business and our results of operations;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | business interruptions due to natural or manmade disasters, extreme weather conditions including earthquakes, fires, floods, hurricanes, medical
epidemics, power and/or water shortages, telecommunication failures, tsunamis.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | competitive conditions and fluctuations in the foreign currency in the markets in which we operate or plan to operate;
| | - |  | ----------------------------------------------------------------------------------------------------------------------



| |  |  | market acceptance of the products we distribute, adverse changes in our relationships with vendors and customers or declines in our inventory values;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | credit exposure to our customers financial condition and creditworthiness;
| | - |  | ---------------------------------------------------------------------------



| |  |  | operating and financial restrictions of our creditors and sufficiency of trade credit from our vendors;
| | - |  | -------------------------------------------------------------------------------------------------------



| |  |  | dependency on accounting and financial reporting, IT and telecommunications management and systems;
| | - |  | ---------------------------------------------------------------------------------------------------



| |  |  | difficulties in maintaining and enhancing internal controls and management and financial reporting systems;
| | - |  | -----------------------------------------------------------------------------------------------------------



| |  |  | compliance with accounting rules and standards, and corporate governance and disclosure requirements; and,
| | - |  | ----------------------------------------------------------------------------------------------------------



| |  |  | difficulties in staffing and managing our foreign operations or departures of our key executive officers.
| | - |  | ---------------------------------------------------------------------------------------------------------

This list of factors that may affect future performance and the accuracy of forward-looking statements is illustrative but not
exhaustive. In addition, new risks and uncertainties may arise from time to time. Accordingly, all forward-looking statements should be evaluated with an understanding of their inherent uncertainty. We caution you not to place undue reliance on
these forward-looking statements, which speak only as of the date they were made. We do not undertake any obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date of this
Quarterly Report. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by this cautionary statement.

Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statement because of certain factors discussed below or elsewhere in this Quarterly Report or
included in our Annual Report. The following discussion and analysis of our financial condition and results of operations should be read together with the audited consolidated financial statements and notes thereto, which are included in our Annual
Report, and our unaudited condensed consolidated financial statements for the fiscal quarter and year to date period ended March 31, 2011, which are included in this Quarterly Report.



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##### Table of Contents

Overview

We believe we are the largest pure play value-added distributor of computer IT products focused solely on serving Latin America and the Caribbean. We distribute computer components, peripherals, software,
computer systems, accessories, networking products and digital consumer electronics to more than 44,000 customers in 41 countries. We offer single source purchasing to our customers by providing an in-stock selection of more than 13,000 products
from over 150 vendors, including the worlds leading IT product manufacturers. From our headquarters and main distribution center in Miami, we support a network of 25 sales and distribution operations in 12 Latin American and Caribbean
countries.

Our results for the three months ended March 31, 2011, reflect an increase in revenue across some of our
product lines and our customer markets, as compared to the corresponding period in 2010. Revenue increased $7.1 million, or 2.9% to $250.7 million for the three months ended March 31, 2011, as compared to $243.6 million for the three months
ended March 31, 2010. Gross profit increased $1.6 million, or 6.6% to $25.3 million for the three months ended March 31, 2011, as compared to $23.7 million for the three months ended March 31, 2010. The improvement in gross profit was
primarily the result of the higher sales volume coupled with improved margins.

Total operating expenses increased $2.8
million, or 15.8% to $20.8 million for the three months ended March 31, 2011, as compared to $18.0 million for the three months ended March 31, 2010. The increase in operating expenses resulted primarily from the additional salary and
payroll-related expenses incurred during the three months ended March 31, 2011 due to severance costs and foreign exchange driven increases recorded during the period. Other expense, net decreased $0.5 million, or 8.7% to $4.9 million during
the three months ended March 31, 2011, as compared to $5.4 million for the three months ended March 31, 2010. The decrease was primarily the result of the lower foreign exchange loss during the three months ended March 31, 2011 as
compared to the same period in 2010.

Net loss increased $1.2 million to $1.3 million for the three months ended
March 31, 2011, as compared to $0.1 million for the three months ended March 31, 2010.

Factors Affecting Our Results of
Operations

The following events and developments have in the past, or are expected in the future to have a significant
impact on our financial condition and results of operations:



| |  |  | Impact of price competition, vendor terms and conditions.Historically, our gross profit margins have been impacted by price
competition, changes to vendor terms and conditions, including but not limited to, reductions in product rebates and incentives, our ability to return inventory to manufacturers, and time periods during which vendors provide price protection. We
expect these competitive pricing pressures and modifications to vendor terms and conditions to continue into the foreseeable future.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Shift in revenue to In-country Operations.One of our growth strategies is to expand the geographic presence of our In-country
Operations into areas in which we believe we can achieve higher gross margins than our Miami Operations. Miami gross margins are generally lower than gross margins from our In-country Operations because the Miami export market is more competitive
due to the high concentration of other Miami-based IT distributors who compete for the export business of resellers and retailers located in Latin America or the Caribbean. In addition, these resellers and retailers generally have larger average
order quantities than customers of our In-country Operations segment, and as a result, benefit from lower average prices. Revenue from our In-country Operations grew by an average of 19.0% annually between 2001 and 2010, as compared to growth in
revenue from our Miami Operations of an average of 5.6% annually over the same period. Revenue from our In-country Operations accounted for 75.7% and 75.6% of consolidated revenue for the three months ended March 31, 2011 and 2010,
respectively.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Exposure to fluctuations in foreign currency.A significant portion of the revenues from our In-country Operations is invoiced in
currencies other than the United States, or U.S. dollar and a significant amount of the operating expenses from our In-country Operations are denominated in currencies other than U.S. dollar. In markets where we invoice in local currency, including
Argentina, Chile, Colombia, Costa Rica, Guatemala, Jamaica, Mexico, Peru and Uruguay, the appreciation of a local currency could have a marginal impact on our gross profit and gross margins in U.S. dollar terms. In markets where our books and
records are prepared in currencies other than the U.S. dollar, the appreciation of the local currency will increase our operating expenses and decrease our operating margins in U.S. dollar terms. Our consolidated statements of operations include a
foreign exchange loss of $0.1 million and $0.5 million, respectively, for the three months ended March 31, 2011 and 2010, respectively. We periodically engage in foreign currency forward contracts when available and when doing so is not cost
prohibitive. In periods when we do not, foreign currency fluctuations may adversely affect our results of operations, including our gross margins and operating margins.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

| |  |  | Trade credit.All of our key vendors and many of our other vendors provide us with trade credit. Historically, trade credit has
been an important source of liquidity to finance our growth. Although our overall available trade credit has increased significantly over time, from time to time the trade credit available from certain vendors has not kept pace with the growth of
our business with them. Given the recent economic downturn, many of our vendors reduced the level of available trade credit extended to us as a result of our vendors view of our liquidity at the time.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

When we purchase goods from these vendors, we need to increase our use of available cash or borrowings under our credit facility (in each
case to the extent available) to pay the purchase price upon delivery of the products, which adversely affects our liquidity and can adversely affect our results of operations and opportunities for growth. We purchase credit insurance to support
trade credit lines extended to our customers which has been restricted due to regional or global economic events or disruptions in the credit markets. Periodically, credit insurers may tighten the requirements for extending credit insurance coverage
thereby limiting our capacity to extend trade credit to our customers and the growth of our business throughout the Region.



| |  |  | Increased levels of indebtedness.During December 2009, we completed a cash tender offer for $96.9 million aggregate principal amount of
our prior 113/4% Second Priority Senior Secured Notes outstanding due
January 15, 2011, or the Prior 113/4% Senior Notes. We financed the tender offer with the net cash
proceeds of $120.0 million aggregate principal amount of the Original 131/4%
Second Priority Senior Secured Notes, due December 15, 2014, not registered under the Securities Act of 1933 with an interest rate of 13.25% per year, payable semi-annually on June 15 and December 15 of each year, commencing on
June 15, 2010, or the Original 131/4% Senior
Notes, that were sold in a private placement transaction and closed on December 22, 2009. We used the proceeds from the sale of the Original 131/4% Senior Notes to repay our borrowings under, and renew our existing senior secured credit facility, repurchase, redeem or otherwise
discharge our Prior 113/4% Senior Notes and the balance for general corporate purposes. For
the three months ended March 31, 2011 and 2010, interest expense was $5.0 million and $4.9 million, respectively.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Goodwill impairment.Goodwill represents the excess of the purchase price over the fair value of the net assets. We perform our
impairment test of our goodwill and other intangible assets on an annual basis. The goodwill impairment charge represents the extent to which the carrying values exceeded the fair value attributable to our goodwill. Fair values are determined based
upon market conditions and the income approach which utilizes cash flow projections and other factors. The decline in value of our goodwill was consistent with the overall market decline as a result of the recent global economic environment and
financial market dislocation. Our future results of operations may be impacted by the prolonged weakness in the economic environment, which may result in a further impairment of any existing goodwill or goodwill and/or other long-lived assets
recorded in the future.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In connection with the Companys goodwill impairment testing and analysis
conducted in 2010, the Company noted that as of December 31, 2010, the fair value exceeded the carrying value of Computación Monrenca Panama, S.A., or Intcomex Panama, by 3.1%. The fair value of Intcomex Panama was determined using
managements estimate of fair value based upon the financial projections for the business. As of December 31, 2010, the balance of Intcomex Panamas goodwill was $0.5 million, which represented 5.0% of the carrying value of Intcomex
Panama and less than 1.0% of the Companys total assets. In connection with the Companys goodwill impairment testing and analysis conducted in 2009, the Company noted that as of December 31, 2009, the fair value exceeded the
carrying value of Intcomex Mexico by 3.4%. The fair value of Intcomex Mexico was determined using managements estimate of fair value based upon the financial projections for the business given the recent economic contraction in
Mexicos gross domestic product, or GDP. As of December 31, 2009, the balance of Intcomex Mexicos goodwill was $2.9 million, which represented 9.5% of the carrying value of Intcomex Mexico and less than 1.0% of the
Companys total assets. An extended period of economic contraction or a deterioration of operating performance could result in a further impairment to the carrying amount of the Companys goodwill. We did not record an impairment
charge for goodwill and identifiable intangible assets for the three months ended March 31, 2011 and 2010.



| |  |  | Deferred tax assets.Deferred income tax represents the tax effect of the differences between the book and tax bases of assets and
liabilities. Deferred tax assets, which also include NOL carryforwards for entities that have generated or continue to generate operating losses, are assessed periodically by management to determine if their future benefit will be fully realized. If
it is more likely than not that the deferred income tax asset will not be realized, then a valuation allowance must be established with a corresponding charge to net (loss) income. Such charges could have a material adverse effect on our results of
operations or financial condition.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

As of March 31, 2011 and December 31, 2010, our U.S. and state
of Florida NOLs resulted in $20.9 million and $19.9 million, respectively, of deferred tax assets, which will begin to expire in 2026. As of March 31, 2011 and December 31,



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##### Table of Contents

2010, Intcomex Argentina, S.R.L. had $5.4 million and $5.0 million, respectively, in NOLs resulting in $1.9 million and $1.8 million, respectively, of deferred tax assets, which began to expire
in 2011. As of March 31, 2011 and December 31, 2010, Intcomex Mexico had $1.3 million in NOLs resulting in $0.4 million of deferred tax assets, which will expire in 2018.

We periodically analyze the available evidence related to the realization of the deferred tax assets, considered the current negative
economic environment and determined it is now more likely than not that we will not recognize a portion of our deferred tax assets associated with the NOL carryforwards. Factors in managements determination include the performance of the
business and the feasibility of ongoing tax planning strategies. As of March 31, 2011 and December 31, 2010, we had a valuation allowance of $11.6 million and $10.4 million, respectively, related to our U.S. and state of Florida NOLs and
$2.3 million and $2.1 million, respectively, related to our foreign NOLs, as management does not believe that it will realize the full benefit of these NOLs. Our future results of operations may be impacted by a prolonged weakness in the economic
environment, which may result in further valuation allowances on our deferred tax assets and adversely affect our results of operations or financial condition.

Results of Operations

We report our business in two operating segments
based upon the geographic location of where we originate the sale: Miami and In-country. Our Miami segment, or Miami Operations, includes revenue from our Miami, Florida headquarters, including sales from Miami to our in-country sales and
distribution centers and sales directly to resellers, retailers and distributors that are located in countries in which we have in-country sales and distribution operations or in which we do not have any in-country operations. Our in-country
segment, or In-country Operations, includes revenue from our in-country sales and distribution centers, which have been aggregated because of their similar economic characteristics. Most of our vendor rebates, incentives and allowances are reflected
in the results of our Miami segment. When we consolidate our results, we eliminate revenue and cost of revenue attributable to inter-segment sales, and the financial results of our Miami segment discussed below reflect these eliminations.

Comparison of the quarter ended March 31, 2011 versus the quarter ended March 31, 2010

The following table sets forth selected financial data and percentages of revenue for the periods presented:



|                                                |  |                                  |         |   |                                  |  |       |                        |  |   |                      |   |  |  |       |   
|----------------------------------------------- |  | -------------------------------- | ------- | - | -------------------------------- |  | ----- | ---------------------- |  | - | -------------------- | - |  |  | ----- | --
|                                                |  | Three Months EndedMarch 31,
2011 |         |   | Three Months EndedMarch 31,
2010 | 
|                                                |  | Dollars(in 
thousands)           |         |   | Percentageof Revenue             |  |       | Dollars(in 
thousands) |  |   | Percentageof Revenue |  
|Revenue                                         |  | $                                | 250,751 |   |                                  |  | 100.0 | %                      |  | $ | 243,645              |   |  |  | 100.0 | % 
|Cost of revenue                                 |  |                                  | 225,413 |   |                                  |  | 89.9  | %                      |  |   | 219,885              |   |  |  | 90.2  | % 
|                                                |  |                                  |         |   |                                  |  |       |                        |  |   |                      |   |  |  |       |   
|Gross profit                                    |  |                                  | 25,338  |   |                                  |  | 10.1  | %                      |  |   | 23,760               |   |  |  | 9.8   | % 
|Selling, general and administrative             |  |                                  | 19,686  |   |                                  |  | 7.9   | %                      |  |   | 16,895               |   |  |  | 6.9   | % 
|Depreciation and amortization                   |  |                                  | 1,122   |   |                                  |  | 0.5   | %                      |  |   | 1,074                |   |  |  | 0.4   | % 
|                                                |  |                                  |         |   |                                  |  |       |                        |  |   |                      |   |  |  |       |   
|Total operating expenses                        |  |                                  | 20,808  |   |                                  |  | 8.3   | %                      |  |   | 17,969               |   |  |  | 7.4   | % 
|                                                |  |                                  |         |   |                                  |  |       |                        |  |   |                      |   |  |  |       |   
|Operating income                                |  |                                  | 4,530   |   |                                  |  | 1.8   | %                      |  |   | 5,791                |   |  |  | 2.4   | % 
|Other expense, net                              |  |                                  | 4,891   |   |                                  |  | 2.0   | %                      |  |   | 5,358                |   |  |  | 2.2   | % 
|                                                |  |                                  |         |   |                                  |  |       |                        |  |   |                      |   |  |  |       |   
|(Loss) income before provision for income taxes |  |                                  | (361    | ) |                                  |  | (0.1  | )%                     |  |   | 433                  |   |  |  | 0.2   | % 
|Provision for income taxes                      |  |                                  | 957     |   |                                  |  | 0.4   | %                      |  |   | 546                  |   |  |  | 0.2   | % 
|                                                |  |                                  |         |   |                                  |  |       |                        |  |   |                      |   |  |  |       |   
|Net loss                                        |  | $                                | (1,318  | ) |                                  |  | (0.5  | )%                     |  | $ | (113                 | ) |  |  | (0.0  | )%
|                                                |  |                                  |         |   |                                  |  |       |                        |  |   |                      |   |  |  |       |   

Revenue. Revenue increased $7.1 million, or 2.9%, to $250.7 million for the three
months ended March 31, 2011, from $243.6 million for the three months ended March 31, 2010. Our revenue growth was driven by the increased demand for our products throughout Latin America and the Caribbean and our efforts to grow and
diversify our product offerings. Revenue growth was driven primarily by the increase in sales of software of $4.3 million, central processing units, or CPUs, of $3.7 million, basic white-box systems of $2.3 million, printers of $2.2
million, offset by the decrease in sales of notebook computers, memory products, monitors and hard disk drives. We experienced an 11.8% increase in unit shipments across our core product lines for the three months ended March 31, 2011, as
compared to the same period in 2010, due to the increase in sales of certain products. We experienced a 9.7% decrease in average sales prices across the same core products for the three months ended March 31, 2011, as compared to the same
period in 2010, due to the decrease in the sales price of certain products. Revenue derived from our In-country Operations increased



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$5.6 million, or 3.0%, to $189.8 million for the three months ended March 31, 2011, from $184.2 million for the three months ended March 31, 2010. Revenue derived from our In-country
Operations accounted for 75.7% of our total revenue for the three months ended March 31, 2011, as compared to 75.6% of our total revenue for the three months ended March 31, 2010. The growth in revenue from our In-country Operations was
mainly driven by the overall increase in sales in Guatemala, Peru, El Salvador and Uruguay, and, to a lesser extent, also driven by the increase in sales in Colombia, Panama, Costa Rica and Jamaica. This growth was driven by the increased sales
volume of software, CPUs, basic white-box systems and printers. Revenue derived from our Miami Operations increased $1.5 million, or 2.6%, to $60.9 million for the three months ended March 31, 2011 (net of $73.1 million of revenue
derived from sales to our In-country Operations) from $59.4 million for the three months ended March 31, 2010 (net of $78.1 million of revenue derived from sales to our In-country Operations). The growth in revenue derived from our Miami
Operations reflected the increased sales volume of software, CPUs, basic white-box systems, printers and notebook computers.

Gross profit.Gross profit increased $1.6 million, or 6.6%, to $25.3 million for the three months ended March 31, 2011, from $23.7 million for the three months ended March 31,
2010. The increase was primarily driven by higher sales volume in our In-country Operations and our Miami Operations coupled with our improved margins. Gross profit from our In-country Operations increased $1.0 million, or 6.7%, to $16.5 million for
the three months ended March 31, 2011, from $15.5 million for the three months ended March 31, 2010. The improvement in gross profit from our In-country Operations was driven by the increase in sales volume of software, CPUs, basic
white-box systems and printers, particularly in Chile, Colombia, El Salvador, Guatemala, Peru and Uruguay. Gross profit from our In-country Operations accounted for 65.3% of our consolidated gross profit for the three months ended
March 31, 2011, as compared to 65.2% for the three months ended March 31, 2010. Gross profit from our Miami Operations increased $0.5 million, or 6.6%, to $8.8 million for the three months ended March 31, 2011, as compared to $8.3
million for the three months ended March 31, 2010. The improvement in gross profit from our Miami Operations was driven by the increased sales volume of software, CPUs, basic white-box systems and printers, partially offset by the
decreased sales of hard disk drives, memory products, monitors and motherboards. As a percentage of revenue, gross margin was 10.1% for the three months ended March 31, 2011, as compared to 9.8% for the three months ended March 31, 2010.

Operating expenses.Total operating expenses increased $2.8 million, or 15.8% to $20.8 million for the three
months ended March 31, 2011, as compared to $18.0 million for the three months ended March 31, 2010. The increase in operating expenses resulted from higher salary and payroll-related expenses of $1.1 million, office, warehouse, building
and occupancy expenses of $0.3 million, marketing and advertising expense of $0.4 million and the effects of strengthening currencies of $0.5 million, primarily in Chile, Costa Rica and Mexico. As a percentage of revenue, operating expenses
increased to 8.3% of revenue for the three months ended March 31, 2011, as compared to 7.4% for the three months ended March 31, 2010. As a percentage of total operating expenses, salary and payroll-related expenses decreased to 55.8% of
total operating expenses for the three months ended March 31, 2011, as compared to 56.8% for the three months ended March 31, 2010. Operating expenses from our In-country Operations increased $2.6 million, or 23.7% to $13.4 million for the
three months ended March 31, 2011, as compared to $10.8 million for the three months ended March 31, 2010. The increase resulted from higher salary and payroll-related expenses of $1.3 million, of which $0.4 million related to severance
payments and $0.5 million resulted from the effects of the strengthening currencies, primarily in Chile, Costa Rica and Mexico. The increase also resulted from higher office, warehouse, building and occupancy expenses of $0.2 million. Operating
expenses from our Miami Operations increased $0.3 million, or 3.7%, to $7.4 million for the three months ended March 31, 2011, as compared to $7.1 million for the three months ended March 31, 2011, due to the higher office and warehouse
expenses of $0.2 million and professional fees of $0.1 million.

Operating income. Operating income decreased
$1.3 million, or 21.8%, to $4.5 million for the three months ended March 31, 2011, from $5.8 million for the three months ended March 31, 2010, primarily due to the higher operating expenses. Operating income from our In-country Operations
decreased $1.5 million, or 33.1%, to $3.1 million for the three months ended March 31, 2011, from $4.6 million for the three months ended March 31, 2010. Operating income from our Miami Operations increased $0.3 million, or 24.6%, to $1.4
million for the three months ended March 31, 2011, from $1.1 million for the three months ended March 31, 2010.

Other expense, net.Other expense, net decreased $0.5 million, or 8.7%, to $4.9 million for the three months ended
March 31, 2011, from $5.4 million for the three months ended March 31, 2010. The decrease in other expense, net was primarily attributable to the reduction in foreign currency loss of $0.4 million during the three months ended
March 31, 2011, as compared to the same period in 2010.

Provision for income taxes.Provision for income
taxes increased $0.4 million, or 75.3%, to $0.9 million for the three months ended March 31, 2011, from $0.5 million for the three months ended March 31, 2010. The increase was due to the higher tax expense in our foreign operations and
the additional valuation allowance recorded in the U.S. against its NOLs.

Net loss.Net loss increased $1.2
million, to $1.3 million for the three months ended March 31, 2011, as compared to $0.1 million for the three months ended March 31, 2010.



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Liquidity and Capital Resources

The IT products distribution business is working-capital intensive. Historically, we have financed our working capital
needs through a combination of cash generated from operations, trade credit from manufacturers, borrowings under revolving bank lines of credit (including issuance of letters of credit), asset-based financing arrangements that we have established in
certain Latin American markets and the issuance of our New 131/4% Senior Notes.

Our cash and cash equivalents were $24.6 million
as of March 31, 2011, as compared to $28.9 million as of December 31, 2010. The decrease in cash and cash equivalents was primarily attributable to the increase in our inventory, offset by the lines of credit borrowings during the three
months ended March 31, 2011. Our working capital remained relatively unchanged at $103.6 million as of March 31, 2011, as compared to $104.4 million as of December 31, 2010. The increase in inventories was mostly offset by the higher
lines of credit borrowing and accrued expenses and other liabilities. We believe our existing cash and cash equivalents, as well as any cash expected to be generated from operating activities, will be sufficient to meet our anticipated cash needs
for at least the next 12 months.

Changes in Financial Condition

The following table summarizes our cash flows for the periods presented:



|                                                                              |  |                                     |        |   |      |   |       |  
|----------------------------------------------------------------------------- |  | ----------------------------------- | ------ | - | ---- | - | ----- | -
|                                                                              |  | For the Three Months EndedMarch 31, |       
|                                                                              |  | 2011                                |        |   | 2010 |  
|                                                                              |  | (Dollars in thousands)              |       
|Cash flows (used in) provided by operating activities                         |  | $                                   | (5,520 | ) |      | $ | 1,887 |  
|Cash flows used in investing activities                                       |  |                                     | (920   | ) |      |   | (861  | )
|Cash flows provided by financing activities                                   |  |                                     | 1,866  |   |      |   | 2,183 |  
|Effect of foreign currency exchange rate changes on cash and cash equivalents |  |                                     | 265    |   |      |   | 753   |  
|                                                                              |  |                                     |        |   |      |   |       |  
|Net (decrease) increase in cash and cash equivalents                          |  | $                                   | (4,309 | ) |      | $ | 3,962 |  
|                                                                              |  |                                     |        |   |      |   |       |  

Cash flows from operating activities. Our cash flows from operating activities resulted in a
requirement of $5.5 million for the three months ended March 31, 2011, as compared to $1.9 million generated during the three months ended March 31, 2010. The change was primarily driven by slower growth in accounts payable, partially
offset by slower growth in inventory during the three months ended March 31, 2011.

Cash flows from investing
activities. Our cash flows from investing activities resulted in a requirement of $0.9 million for the three months ended March 31, 2011 and 2010. This change was primarily driven by slightly higher capital expenditures during the three
months ended March 31, 2011.

Cash flows from financing activities. Our cash flows from financing
activities resulted in a generation of $1.9 million for the three months ended March 31, 2011, as compared to $2.2 million for the three months ended March 31, 2010. The change was primarily the result of the lower net borrowings under our
lines of credit by our Miami Operations during the three months ended March 31, 2011.



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Working Capital Management

The successful management of our working capital needs is a key driver of our growth and cash flow generation. The following table sets
forth certain information about the largest components of our working capital: our trade accounts receivable, inventories and accounts payable:



|                                            |  |                        |         |   |                        |   |         |  
|------------------------------------------- |  | ---------------------- | ------- | - | ---------------------- | - | ------- | -
|                                            |  | As ofMarch 31, 2011    |         |   | As ofDecember 31, 2010 |  
|                                            |  | (Dollars in thousands) |        
|Balance sheet data:                         |  |                        |         |   |                        |   |         |  
|Trade accounts receivable, net of allowance |  | $                      | 115,644 |   |                        | $ | 116,888 |  
|Inventories                                 |  |                        | 118,187 |   |                        |   | 110,390 |  
|Accounts payable                            |  |                        | 146,703 |   |                        |   | 147,129 |  
|                                            |  |                       
|Other data:                                 |  |                        |         |   |                        |   |         |  
|Trade accounts receivable days(1)           |  |                        | 41.5    |   |                        |   | 39.7    |  
|Inventory days(2)                           |  |                        | 47.2    |   |                        |   | 41.2    |  
|Accounts payable days(3)                    |  |                        | (58.6   | ) |                        |   | (54.9   | )
|                                            |  |                        |         |   |                        |   |         |  
|Cash conversion cycle(4)                    |  |                        | 30.1    |   |                        |   | 26.0    |  
|                                            |  |                        |         |   |                        |   |         |  



|(1) | Trade accounts receivable days is defined as our consolidated trade accounts receivable (net of allowance for doubtful accounts) as of the last day of the period
divided by our consolidated revenue for such period times90 days for the three months ended March 31, 2011 and 92 days for the three months ended December 31, 2010. Our consolidated trade accounts receivable for our
In-country Operations include value added tax at a rate of between 5% and 27% (depending on the country). The exclusion of such value added tax would result in lower trade accounts receivable days.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Inventory days is defined as our consolidated inventory as of the last day of the period divided by our consolidated cost of goods sold for such period times90 days for the three months ended March 31, 2011 and 92 days for the three months ended December 31, 2010.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Accounts payable days is defined as our consolidated accounts payable as of the last day of the period divided by our consolidated cost of goods sold for such
period times90 days for the three months ended March 31, 2011 and 92 days for the three months ended December 31, 2010.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Cash conversion cycle is defined as our trade accounts receivable days plus inventory days less accounts payable days.
|--- | ----------------------------------------------------------------------------------------------------------------------

Cash conversion cycle days.One measurement we use to monitor working capital is the cash conversion cycle, which
measures the number of days to convert trade accounts receivable and inventory, net of accounts payable, into cash. Our cash conversion cycle increased to 30.1 days as of March 31, 2011, from 26.0 days as of December 31, 2010. Trade
accounts receivable days increased to 41.5 days as of March 31, 2011, from 39.7 days as of December 31, 2010. Inventory days increased to 47.2 days as of March 31, 2011, from 41.2 days as of December 31, 2010, due to growth in
inventory levels primarily in our Miami Operations. Accounts payable days increased to 58.6 days as of March 31, 2011, as compared to 54.9 days as of December 31, 2010, due to the increase in inventory related payables.

Trade accounts receivable.We principally sell products to a large base of third-party distributors, resellers and
retailers throughout Latin America and the Caribbean and to other Miami-based exporters of IT products to Latin America and the Caribbean. Credit risk on trade receivables is diversified over several geographic areas and a large number of customers.
No one customer accounted for more than 2.0% of sales for the three months ended March 31, 2011 and 2010. We provide trade credit to our customers in the normal course of business. The collection of a substantial portion of our receivables is
susceptible to changes in Latin America and Caribbean economies and political climates. We monitor our exposure for credit losses and maintain allowances for anticipated losses after giving consideration to delinquency data, historical loss
experience, and economic conditions impacting our industry. The financial condition of our customers and the related allowance for doubtful accounts is continually reviewed by management.

Prior to extending credit to a customer, we analyze the customers financial history and obtain personal guarantees, where
appropriate. Our Miami Operations and In-country Operations in Chile use credit insurance and make provisions for estimated credit losses. Our other In-country Operations make provisions for estimated credit losses but generally do not use credit
insurance. Our Miami Operations has a credit insurance policy covering trade sales to non-affiliated buyers. The policys aggregate limit is $20.0 million with an aggregate deductible of $1.0 million; the policy expires on August 31, 2011.
In addition, 10% or 20% buyer coinsurance provisions and sub-limits in coverage on a per-buyer and per-country basis apply. The policy also covers certain large, local companies in Argentina, Costa Rica, El Salvador, Guatemala, Jamaica and Peru. Our
In-country Operations in Chile insures certain customer accounts with a credit insurance company in Chile; the policy expires on October 31, 2012.



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Our large customer base and our credit policies allow us to limit and diversify our exposure
to credit risk on our trade accounts receivable.

Inventory. We seek to minimize our inventory levels and
inventory obsolescence rates through frequent product shipments, close and ongoing monitoring of inventory levels and customer demand patterns, optimal use of carriers and shippers and the negotiation of clauses in some vendor supply agreements
protecting against loss of value of inventory in certain circumstances. The Miami distribution center ships products to each of our In-country Operations approximately twice per week by air and once per week by sea. These frequent shipments result
in efficient inventory management and increased inventory turnover. We do not have long-term contracts with logistics providers, except in Mexico and Chile. Where we do not have long-term contracts, we seek to obtain the best rates and fastest
delivery times on a shipment-by-shipment basis. Our Miami Operations also coordinates direct shipments to third-party customers and each of our In-country Operations from vendors in Asia.

Accounts payable. We seek to maximize our accounts payable days through centralized purchasing and management
of our vendor back-end rebates, promotions and incentives. This centralization of the purchasing function allows our In-country Operations to focus their attention on more country-specific issues such as sales, local marketing, credit control and
collections. The centralization of purchasing also allows our Miami operation to control the records and receipts of all vendor back-end rebates, promotions and incentives to ensure their collection and to adjust pricing of products according to
such incentives.

Capital Expenditures and Investments

Capital expenditures increased to $1.0 million for the three months ended March 31, 2011, as compared to $0.9 million for the three months ended March 31, 2010.

Our future capital requirements will depend on many factors which will affect our ability to generate additional cash, including the
timing and amount of our revenues, the timing and extent of spending to support our product offerings and introduction of new products, the continuing market acceptance of our products and our investment decisions. We believe that our existing cash
and cash equivalents will be sufficient to meet our anticipated cash requirements for working capital and capital expenditures for the foreseeable future. Thereafter, if cash generated from operations and financing activities is insufficient to
satisfy our working capital requirements, we may seek additional funding through bank borrowings or other means. There can be no assurance that we will be able to raise any such capital on terms acceptable to us or at all. The recent global economic
downturn and the subsequent tightening of the credit markets further heightens the risk that we may not be able to borrow additional funds under our existing credit facilities if participating banks become insolvent or their liquidity is impaired or
that our ability to obtain alternative sources of financing will be limited. We anticipate that capital expenditures will be approximately $4.0 million per year over the next few years, as we have no further facility expansion needs. We have the
option to purchase the warehouse and office facility located in Mexico City, Mexico, which we currently lease, prior to December 31, 2011, the option termination date. If we exercise this option, our capital expenditures will increase by $3.0
million in the year of exercise.

Capital Resources

We currently believe that our cash on hand, anticipated cash provided by operations, available and anticipated trade credit and borrowings under our existing credit facility and lines of credit, will
provide sufficient resources to meet our anticipated debt service requirements, capital expenditures and working capital needs for the next 12 months. If our results of operations are not as favorable as we anticipate (including as a result of
increased competition), our funding requirements are greater than we expect (including as a result of growth in our business), or our liquidity sources are not at anticipated levels (including levels of available trade credit), our resources may not
be sufficient and we may have to raise additional financing or capital to support our business. In addition, we may not be able to accurately predict future operating results or changes in our industry that may change these needs. We continually
assess our capital needs and may seek additional financing as needed to fund working capital requirements, capital expenditures and potential acquisitions. We cannot assure you that we will be able to generate anticipated levels of cash from
operations or to obtain additional debt or equity financing in a timely manner, if at all, or on terms that are acceptable to us. Our inability to generate sufficient cash or obtain financing could hurt our results of operations and financial
condition and prevent us from growing our business as anticipated.



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We have lines of credit, short-term overdraft and credit facilities with various financial
institutions in the countries in which we conduct business. Many of the In-country Operations also have limited credit facilities. These credit facilities fall into the following categories: asset-based financing facilities, letters of credit and
performance bond facilities, and unsecured revolving credit facilities and lines of credit. The lines of credit are available sources of short-term liquidity for us.

As of March 31, 2011 and December 31, 2010, the total amounts available under the credit facilities were $16.7 million and $23.8 million, respectively, and the total amounts outstanding were
$23.3 million and $21.3 million, respectively, of which $20.5 million and $16.9 million, respectively related to our Miami Operations credit facility and $2.8 million and $4.4 million, respectively related to our In-country Operations credit
facilities. The increase in the outstanding balance is primarily attributed to the increased borrowing by Software Brokers of America, Inc., or SBA from the Senior Secured Revolving Credit Facility.

SBA  Senior Secured Revolving Credit Facility

On December 22, 2009, SBA closed the Senior Secured Revolving Credit Facility with Comerica Bank pursuant to SBA and Comerica Banks commitment letter dated October 23, 2009, replacing the
previous revolving credit facility with a three-year revolving credit facility maturing in January 2013. The replacement was contingent upon our refinancing of our Prior 113/4% Senior Notes and other conditions, all of which have been met. As
of March 31, 2011, the aggregate size of the Senior Secured Revolving Credit Facility was $30.0 million, including letter of credit commitments of $2.0 million and a capital expenditures limit of $1.0 million.

Under the Senior Secured Revolving Credit Facility, interest is due monthly and the amounts due bear interest at the daily adjustable
LIBOR rate (at no time less than 2.0%) plus 3.5%, unless in the event of a default when interest will accrue at a rate equal to 3.0% per annum above the otherwise applicable rate. In addition, SBA will pay an administrative fee of $30 per annum
and a facility fee equal to 0.50% of the aggregate amount of the revolving credit commitment, payable quarterly in arrear and additional customary fees are payable upon the issuance of letters of credit.

The Senior Secured Revolving Credit Facility contains a number of financial and non-financial covenants that, among other things,
restrict SBAs ability to (i) incur additional indebtedness; (ii) make certain capital expenditures; (iii) guarantee certain obligations; (iv) create or allow liens on certain assets; (v) make investments, loans or
advances; (vi) pay dividends, make distributions or undertake stock and other equity interest buybacks; (vii) make certain acquisitions; (viii) engage in mergers, consolidations or sales of assets; (ix) use the proceeds of the
revolving credit facility for certain purposes; (x) enter into transactions with affiliates in non-arms length transactions; (xi) make certain payments on subordinated indebtedness; and (xii) acquire or sell subsidiaries. The
Senior Secured Revolving Credit Facility also requires SBA to maintain certain ratios of debt, income, net worth and other restrictive financial covenants.

As of December 31, 2010, the Senior Secured Revolving Credit Facility financial covenants required SBA to:



| |  |  | maintain a total leverage ratio of not greater than 5.50 to 1.00 through the quarter ending December 31, 2010, 5.00 to 1.00 for the quarters
ending March 31, 2011 and June 30, 2011, 4.50 to 1.00 for the quarters ending December 31, 2011, 4.00 to 1.00 for the quarters ending March 31, 2012 and each quarter ending thereafter;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | maintain a fixed charge coverage ratio of not less than 1.00 to 1.00 commencing March 31, 2010, on a year-to-date basis through December 31,
2010, and on a rolling four-quarter basis thereafter; and,
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | maintain consolidated net income of not less than $0 on a rolling four-quarter basis.
| | - |  | -------------------------------------------------------------------------------------

As of December 31, 2010, SBA was in default with certain covenants under the Senior Secured Revolving Credit Facility and did not
meet the total leverage ratio, the fixed charge coverage ratio and the rolling four-quarter net income covenant. As of December 31, 2010, SBA had a total leverage ratio of 28.2 to 1.00; a fixed charge coverage ratio of (4.8) to 1.00; and
consolidated net income of $(3.7) million on a rolling four-quarter basis.

On March 28, 2011, SBA obtained a waiver of
certain covenant defaults that existed as of December 31, 2010. SBA obtained an amendment to the Senior Secured Revolving Credit Facility, reducing the aggregate size of the facility to $25.0 million and updating the financial convents which
required SBA to:



| |  |  | maintain a total leverage ratio of not greater than 5.00 to 1.00 for the quarters ending March 31, 2011 and June 30, 2011, 4.50 to 1.00 for
the quarters ending September 30, 2011 and December 31, 2011, 4.00 to 1.00 for the quarter ending March 31, 2012 and each quarter ending thereafter; and,
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | maintain on a year-to-date basis through December 31, 2011, consolidated net income of not less than $(2.5) million for the quarter ended
March 31, 2011, $(2.0) million for the quarter ended June 30, 2011, $(1.5) million for the quarter ended September 30, 2011, $(1.0) million for the quarter ended December 31, 2011, and, on a rolling four-quarter basis, not less
than $0 for the quarter ended March 31, 2012 and each quarter ending thereafter.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Additionally, during
March 2011, while in the process of amending the Senior Secured Revolving Credit Facility, it was identified that the Company may have violated the consolidated fixed charge coverage ratio as of June 30, 2010 under one possible interpretation,
due to ambiguity in the definition of the term Applicable Measuring Period. Comerica provided a waiver for the potential covenant violation as of June 30, 2010, as no conclusion had been reach on whether the covenant was in fact violated.

SBAs failure to comply with the restrictive covenants could result in an event of default, which, if not cured or
waived, could result in either of us having to repay our respective borrowings before their respective due dates. If SBA is forced to refinance these borrowings on less favorable terms, our results of operations or financial condition could be
harmed. In addition, if we are in default under any of our existing or future debt facilities, we also will not be able to borrow additional amounts under those facilities to the extent they would otherwise be available and may not be able to repay
our existing indebtedness.

Intcomex, Inc. 
131/4% Senior Notes

On December 22, 2009, we completed a private offering to eligible purchasers of the Original 131/4% Senior Notes, or the Original 131/4% Senior Notes Offering, of $120.0 million aggregate principal
amount of our 131/4% Senior Notes due December 15, 2014 with an interest rate of
13.25% per year, payable semi-annually on June 15 and December 15 of each year, commencing on June 15, 2010. The Original 131/4% Senior Notes were offered at an initial offering price of 94.43% of par, or an effective yield to maturity of approximately 14.875%.

We used the net proceeds from the Original 131/4% Senior Notes Offering to, among other things, repay outstanding
borrowings under our Senior Secured Revolving Credit Facility, fund the repurchase, redemption or other discharge of our Prior 113/4% Senior Notes, for which we conducted a tender offer, and for general corporate purposes. The New 131/4% Senior Notes are guaranteed by all of our existing and future
domestic restricted subsidiaries that guarantee our obligations under the Senior Secured Revolving Credit Facility.

In connection with the Original 131/4%
Senior Notes Offering, our company and certain of our subsidiaries that guaranteed our obligations, or the Guarantors under the indenture governing our Prior 113/4% Senior Notes, or the 113/4% Senior Notes Indenture, entered into an indenture, or the 131/4% Senior Notes Indenture with The Bank of New York Mellon Trust Company, N.A., or the Trustee. Our obligations under the Original 131/4% Senior Notes and the Guarantors obligations under the
guarantees are secured on a second priority basis by a lien on 100% of the capital stock of certain of ours and each Guarantors directly owned domestic restricted subsidiaries; 65% of the capital stock of ours and each Guarantors
directly owned foreign restricted subsidiaries; and substantially all the assets of SBA, to the extent that those assets secure our new Senior Secured Revolving Credit Facility with Comerica Bank, subject to certain exceptions.

On February 8, 2011, we commenced the exchange offer for all of
our outstanding Original 131/4% Secured Notes not registered under the Securities Act of 1933, for
an equal principal amount of 131/4% Second Priority Senior Secured Notes due 2014, which have been
registered under the Securities Act of 1933, or the New 131/4% Secured Notes. The exchange offer was scheduled to
expire on March 9, 2011 and was extended until March 11, 2011. We accepted for exchange all of the $120,000 aggregate principal amount of the Original
131/4% Senior Notes, representing 100% of the
principal amount of the outstanding Original 131/4%
Senior Notes, which were validly tendered and not withdrawn. See Part IIItem 8. Financial Statements and Supplemental Data, Note 18. Subsequent Events in the Notes to Consolidated Financial Statements, of our Annual Report.

Subject to certain requirements, we are required to redeem $5.0
million aggregate principal amount of the New 131/4% Senior Notes on December 15 of each of the
years 2011 and 2012 and $10.0 million aggregate principal amount of the New 131/4%
Senior Notes on December 15, 2013, at a redemption price equal to 100% of the aggregate principal amount of the New
131/4% Senior Notes to be redeemed, plus accrued and unpaid interest to
the redemption date subject to certain requirements. We may redeem the New 131/4%
Senior Notes, in whole or in part, at any time prior to December 15, 2012 at a price equal to 100% of the aggregate principal amount of the New 131/4% Senior Notes plus a make-whole premium of 6.625% of the principal amount for any redemptions between December 15, 2012
and December 14, 2013. At any time prior to December 15, 2012, we may redeem up to 35% of the aggregate principal amount of the New 131/4% Senior Notes with the net cash proceeds of certain equity offerings. In addition, at our option, we may redeem up to 10% of the original
aggregate principal amount of the New 131/4% Senior Notes from time to time prior to December 15, 2012,
but no more than once in any 12-month period at 103% of the aggregate principal amount of the New 131/4%
Senior Notes. We will be required to redeem up to 35% of the aggregate principal amount of the New 131/4%
Senior Notes if an initial public offering occurs on or prior to December 15, 2012 at a price equal to 113.25% of the principal amount of the New 131/4% Senior Notes.



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The indenture governing our New 131/4% Senior Notes imposes operating and financial restrictions on us.
These restrictive covenants limit our ability, among other things to (i) incur additional indebtedness or enter into sale and leaseback obligations; (ii) pay certain dividends or make certain distributions on our capital stock or
repurchase our capital stock; (iii) make certain investments or other restricted payments; (iv) place restrictions on the ability of subsidiaries to pay dividends or make other payments to us; (v) engage in transactions with
shareholders or affiliates; (vi) sell certain assets or merge with or into other companies; (vii) guarantee indebtedness; and (viii) create liens. We may only pay a dividend if we are in compliance with all covenants and restrictions
in the indenture prior to and after payment of a dividend.

The New 131/4% Senior Notes contain a single restrictive covenant. We must
maintain a consolidated fixed charges coverage ratio not to exceed 4.75 to 1.00. Our failure to comply with the restrictive covenant could result in an event of default, which, if not cured or waived, could result in either of us having to repay our
respective borrowings before their respective due dates. If we are forced to refinance these borrowings on less favorable terms, our results of operations or financial condition could be harmed. In addition, if we are in default under any of our
existing or future debt facilities, we also will not be able to borrow additional amounts under those facilities to the extent they would otherwise be available. As of March 31, 2011 and December 31, 2010, we had a consolidated fixed
charges coverage ratio of 4.55 to 1.00 and 4.11 to 1.00, respectively.

On June 15, 2010 and
December 15, 2010, we made mandatory interest payments of $7.6 million and $8.0 million, respectively, on its Original 131/4% Senior Notes. As of March 31, 2011 and December 31, 2010, the carrying value of the $120.0 million principal amount of the New
131/4% Senior Notes was $115.0 million and the Original 131/4% Senior Notes was $114.7 million, respectively. As of
March 31, 2011 and December 31, 2010, we were in compliance with all of the covenants and restrictions under the New 131/4% Senior Notes and Original 131/4% Senior Notes, respectively.

Investment Agreement and Indemnity Letter Agreement

On March 16,
2011, we and two of our subsidiaries, Intcomex Colombia LTDA and Intcomex de Guatemala, S.A. agreed to purchase certain assets consisting of certain of its Latin American operations, excluding certain legacy business in Puerto Rico, and equity, or
the Acquired Assets, from Brightpoint Latin America, Inc., or Brightpoint Latin America, and Brightpoint International Ltd., two subsidiaries of Brightpoint, Inc., a global leader in providing supply chain solutions to the wireless industry, or the
Investment Agreement.

Also on March 16, 2011, we entered into an indemnity letter agreement with Anthony and Michael
Shalom, or the Shaloms, and a CVC International subsidiary, CVCI Intcomex Investment LP, or CVCI Investment, pursuant to which we agreed to return approximately $927, or the Reimbursement Amount, to the Shaloms. The return of the Reimbursement
Amount is a result of an overpayment by the Shaloms of an indemnification payment owed to CVCI Investment and paid to us pursuant to an indemnity agreement letter between the Shaloms and CVCI Investment, dated as of June 29, 2007. The
Reimbursement Amount is payable at the earlier of: (i) such time that such payment is not prohibited by any agreement by which we or any of its subsidiaries is bound; and, (ii) a change of control other than that as a result of an IPO.

On April 19, 2011, we completed the transactions contemplated by the Investment Agreement, pursuant to which we assumed
certain liabilities associated with the Acquired Assets, received $15.0 million in cash, subject to working capital adjustments set forth in the agreement, and issued 38,769 shares of our voting common stock to Brightpoint Latin America. Brighpoint
Latin America now owns an approximate 23% equity ownership interest in us and has one representative on our Board of Directors. Brightpoint Latin America joined Citi Venture Capital International, a unit of Citigroup Inc. and Anthony and Michael
Shalom as significant shareholders of ours. The business combination transaction is not material for the pro-forma disclosure in the notes to condensed consolidated financial statements. In connection with the Investment Agreement, we entered into
the Fifth Amended and Restated Shareholders Agreement by and among the CVC Shareholders, the Shalom Shareholders, the Centel Shareholders, the Additional Shareholders and Brightpoint Latin America.

On April 19, 2011, we filed an amendment to our certificate of incorporation pursuant to which each outstanding share of Class B
non-voting common stock was automatically converted into one share of voting common stock. As of the filing of such amendment, we no longer have any shares of Class B, no-voting common stock authorized or issued or outstanding.



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Critical Accounting Policies and Estimates

Our consolidated financial statements have been prepared in conformity with U.S. GAAP. The preparation of these financial statements
requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and
expenses during the reporting period. On an ongoing basis, we evaluate our estimates and judgments related to assets, liabilities, contingent assets and liabilities, revenue and expenses. Our estimates are based on our historical experience and a
variety of other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making our estimates about the carrying values of assets and liabilities that are not readily apparent from other sources.
Although we believe our estimates, judgments and assumptions are appropriate and reasonable based upon available information, these assessments are subject to various other factors. Actual results may differ from these estimates under different
assumptions and conditions.

We believe the following critical accounting policies are affected by our significant judgments
and estimates used in the preparation of our consolidated financial statements.

Revenue Recognition.Revenue is
recognized when persuasive evidence of an arrangement exists, the sales price is fixed or determinable, collection of the related receivable is reasonably assured and delivery has occurred. Delivery to customers occurs at the point of shipment,
provided that title and risk of loss have transferred and no significant obligations remain. We allow our customers to return defective products for exchange or credit within 30 days of delivery based on the warranty of the Original Equipment
Manufacturer, or OEM. An exception is infrequently made for long-standing customers with current accounts, on a case-by-case basis and upon approval by management. A return is recorded in the period of the return because, based on past experience,
these returns are infrequent and immaterial.

Our revenues are reported net of any sales, gross receipts or value added taxes.
Shipping and handling costs billed to customers are included in revenue and related expenses are included in the cost of revenue.

We extend a warranty for products to customers with the same terms as the OEMs warranty to us. All product-related warranty costs incurred by us are reimbursed by the OEMs.

Accounts Receivable. We provide allowances for doubtful accounts on our accounts receivable for estimated losses
resulting from our customers inability to make required payments due to changes in our customers financial condition or other unanticipated events, which could result in charges for additional allowances exceeding our expectations. These
estimates require judgment and are influenced by factors including, but not limited to the following: the large number of customers and their dispersion across wide geographic areas; the fact that no single customer accounted for 2.0% or more of our
revenue; the continual credit evaluation of our customers financial condition; the aging of our customers receivables, individually and in the aggregate; the value and adequacy of credit insurance coverage; the value and adequacy of
collateral received from our customers (in certain circumstances); our historical loss experience; and, increases in credit risk due to an economic downturn resulting in our customers inability to obtain capital. Uncollectible accounts are
written-off against the allowance on an annual basis.

Vendor Programs. We receive funds from vendors for price
protection, product rebates, marketing and promotions and competitive programs, which are recorded as adjustments to product costs or selling, general and administrative expenses according to the nature of the program. Some of these programs may
extend over one or more quarterly reporting periods. We recognize rebates or other vendor incentives as earned based on sales of qualifying products or as services are provided in accordance with the terms of the related program. We provide reserves
for receivables on vendor programs for estimated losses resulting from vendors inability to pay or rejections of claims by vendors. These reserves require judgment and are based upon aging and managements estimate of collectability.

Inventories. Our inventory levels are based on our projections of future demand and market conditions. Any
unanticipated decline in demand or technological changes could cause us to have excess or obsolete inventories. On an ongoing basis, we review for estimated excess or obsolete inventories and make provisions for our inventories to reflect their
estimated net realizable value based upon our forecasts of future demand and market conditions. These forecasts require judgment as to future demand and market conditions. If actual market conditions are less favorable than our forecasts, additional
inventory obsolescence provisions may be required. Our estimates are influenced by the following considerations: the availability of protection from loss in value of inventory under certain vendor agreements; the extent of our right to return to
vendors a percentage of our purchases; the aging of inventories; variability of demand due to an economic downturn and other factors; and, the frequency of product improvements and technological changes. Rebates earned on products sold are
recognized when the product is shipped to a third party customer and are recorded as a reduction to cost of revenue.



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Goodwill, Identifiable Intangible and Other Long-Lived Assets.We review goodwill at least annually for potential impairment or between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Our annual
impairment review requires extensive use of accounting judgment and financial estimates, including projections about our business, our financial performance and the performance of the market and overall economy. Application of alternative
assumptions and definitions could produce significantly different results. Because of the significance of the judgments and estimates used in the processes, it is likely that materially different amounts could result if different assumptions were
made or if the underlying circumstances were changed.

Our goodwill represents the excess of the purchase price over
the fair value of the net assets of acquired businesses. Potential impairment exists if the fair value of a reporting unit to which goodwill has been allocated is less than the carrying value of the reporting unit. The amount of an impairment loss
is recognized as the amount by which the carrying value of the goodwill exceeds its implied value.

Future changes in the
estimates used to conduct the impairment review, including revenue projections, market values and changes in the discount rate used could cause the analysis to indicate that our goodwill is impaired in subsequent periods and result in a write-off of
a portion or all of the goodwill. The discount rate used is based on our capital structure and, if required, an additional premium on the reporting unit based upon its geographic market and operating environment. The assumptions used in estimating
revenue projections are consistent with internal planning.

Our intangible assets are presented at cost, net of accumulated
amortization. Intangible assets are amortized on a straight line basis over their estimated useful lives and assessed for impairment. We recognize an impairment of long-lived assets if the net book value of such assets exceeds the estimated future
undiscounted cash flows attributable to such assets. If the carrying value of a long-lived asset is considered impaired, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the long-lived asset for assets
to be held and used, or the amount by which the carrying value exceeds the fair value less cost to dispose for assets to be disposed. Fair value is determined using the anticipated cash flows discounted at a rate commensurate with the risk involved.
We test intangible assets for recoverability whenever events or changes in circumstances indicate that their carrying amount may not be recoverable.

In addition, we review other long-lived assets, principally property, plant and equipment, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not
be recoverable. If the carrying amount of an asset exceeds the assets fair value, we measure and record an impairment loss for the excess. We assess an assets fair value by determining the expected future undiscounted cash flows of the
asset. There are numerous uncertainties and inherent risks in conducting business, such as general economic conditions, actions of competitors, ability to manage growth, actions of regulatory authorities, pending investigations or litigation,
customer demand and risk relating to international operations. Adverse effects from these or other risks may result in adjustments to the carrying value of our other long-lived assets.

There are numerous uncertainties and inherent risks in conducting business, such as but not limited to general economic conditions,
actions of competitors, ability to manage growth, actions of regulatory authorities, pending investigations and/or litigation, customer demand and risk relating to international operations. Adverse effects from these risks may result in adjustments
to the carrying value of our assets and liabilities in the future including, but not necessarily limited to, goodwill.

Income taxes. We account for the effects of income taxes resulting from activities during the current and preceding years.
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases as measured by the
enacted tax rates which will be in effect when these differences reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date under the
law. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized, unless it is more likely than not that such assets will be realized.

We are subject to income and other related taxes in areas in which we operate. When recording income tax expense, certain estimates are
required by management due to timing and the impact of future events on when income tax expenses and benefits are recognized by us. We periodically evaluate our net operating losses and other carryforwards to determine whether gross deferred tax
assets and related valuation allowances should be adjusted for future realization in our consolidated financial statements.



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Highly certain tax positions are determined based upon the likelihood of the positions
sustained upon examination by the taxing authorities. The benefit of a tax position is recognized in the financial statements in the period during which management believes it is more likely than not that the position will be sustained.

In the event of a distribution of the earnings of certain international subsidiaries, we would be subject to withholding
taxes payable on those distributions to the relevant foreign taxing authorities. Since we currently intend to reinvest undistributed earnings of these international subsidiaries indefinitely, we have made no provision for income taxes that might be
payable upon the remittance of these earnings. We have also not determined the amount of tax liability associated with an unplanned distribution of these permanently reinvested earnings. In the event that in the future we consider that there is a
reasonable likelihood of the distribution of the earnings of these international subsidiaries (for example, if we intend to use those distributions to meet our liquidity needs), we will be required to make a provision for the estimated resulting tax
liability, which will be subject to the evaluations and judgments of uncertainties described above.

We conduct business
globally and, as a result, one or more of our subsidiaries file income tax returns in U.S. federal, state and foreign jurisdictions. In the normal course of business, we are subject to examination by taxing authorities in the countries in which we
operate. We are currently under ongoing tax examinations in several countries. While such examinations are subject to inherent uncertainties, we do not currently anticipate that any such examination would have a material adverse impact on our
audited consolidated financial statements.

Commitments and Contingencies.We accrue for contingent obligations
when the obligation is probable and the amount is reasonably estimable. As facts concerning contingencies become known, we reassess our position and make appropriate adjustments to the financial statements. Estimates that require judgment and are
particularly sensitive to future changes include those related to taxes, legal matters, the imposition of international governmental monetary, fiscal or other controls, changes in the interpretation and enforcement of international laws (in
particular related to items such as duty and taxation), and the impact of local economic conditions and practices, which are all subject to change as events evolve and as additional information becomes available.

As part of our normal course of business, we are involved in certain claims, regulatory and tax matters. In the opinion of our
management, the final disposition of such matters will not have a material adverse impact on our results of operations and financial condition.



|Item 3. | Quantitative and Qualitative Disclosures About Market Risk.
|------- | -----------------------------------------------------------

There have been no material changes in our quantitative and qualitative disclosures about market risk during the fiscal quarter covered by this Quarterly Report from those disclosed in our Annual Report.
For a detailed discussion of the quantitative and qualitative disclosures about market risk, see Part II. Item 7A. Quantitative and Qualitative Disclosures About Market Risk in our Annual Report.



|Item 4. | Controls and Procedures.
|------- | ------------------------

Evaluation of Disclosure Controls and Procedures.Under the supervision and with the participation of management, including
the Companys principal executive officer and principal financial officer, the Company has evaluated the effectiveness of its disclosure controls and procedures as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act for the end
of the period covered by this Quarterly Report. Based on that evaluation, the Companys principal executive officer and principal financial officer have concluded as of March 31, 2011, that these controls and procedures were effective to
ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, and is accumulated and
communicated to management, including the principal executive officer and the principal financial officer, as appropriate, to allow for timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting. There were no changes in our internal control over financial
reporting that occurred during the quarterly period ended March 31, 2011 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



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Part II  OTHER INFORMATION



|Item 1. | Legal Proceedings.
|------- | ------------------

As of
March 31, 2011, we had no material legal proceedings pending. From time to time, we are the subject of legal proceedings arising in the ordinary course of business. We do not believe that the outcome of any legal proceedings currently pending
or threatened will have a material adverse affect on our business, future consolidated results of operations and financial condition.



|Item 1A. | Risk Factors.
|-------- | -------------

In
addition to the other information set forth in this Quarterly Report, readers should carefully consider the risk factors discussed in Part IFinancial Information, 1A. Risk Factors in our Annual Report, which could materially affect
our business, future consolidated results of operations and financial condition. The risk factors described in the Annual Report may not be the only risk facing our Company. Additional risks and uncertainties that we currently deem to be immaterial
or are not currently known to us may also materially and adversely affect our business, consolidated results of operations and financial condition.



|Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds.
|------- | ------------------------------------------------------------

Not applicable.



|Item 3. | Defaults Upon Senior Securities.
|------- | --------------------------------

Not applicable.



|Item 4. | (Removed and Reserved).
|------- | -----------------------



|Item 5. | Other Information.
|------- | ------------------

Not
applicable.



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|Item 6. | Exhibits.
|------- | ---------



|            |  |                                                                                                                                                                                                                                                
|----------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                                                                    
|            | 
|3.1         |  | Amendment Number 2 to the Second Amended and Restated Certificate of Incorporation of Intcomex, Inc., dated as of April 19, 2011.*                                                                                                             
|            | 
|3.2         |  | Amendment No. 1 to the Amended and Restated Bylaws of Intcomex, Inc., dated as of April 17, 2011.*                                                                                                                                             
|            | 
|10.1        |  | Fifth Amended and Restated Shareholders Agreement by and among the CVC Shareholder, the Brightpoint Shareholder, the Shalom Shareholders, the Centel Shareholders, the Additional
Shareholders and Intcomex, Inc., dated as of April 19, 2011.*
|            | 
|31.1        |  | Certification of Chief Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.*                                                             
|            | 
|31.2        |  | Certification of Chief Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.*                                                             
|            | 
|32.1        |  | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*                                                                                            
|            | 
|32.2        |  | Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*                                                                                            



|* | Filed herewith.
|- | ---------------



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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.



|                      |  |                                       |  |             
|--------------------- |  | ------------------------------------- |  | ------------
|Signature             |  | Title                                 |  | Date        
|                      |  |                                      
|/s/ Anthony Shalom    |  |                                       |  |             
|Anthony Shalom        |  | Chairman of the Board of Directors    |  | May 13, 2011
|                      |  |                                      
|/s/ Michael F. Shalom |  |                                       |  |             
|Michael F. Shalom     |  | President and Chief Executive Officer |  | May 13, 2011
|                      |  |                                      
|/s/ Russell A. Olson  |  |                                       |  |             
|Russell A. Olson      |  | Chief Financial Officer               |  | May 13, 2011



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Exhibit Index



|            |  |                                                                                                                                                                                                                                              
|----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                                                                  
|            | 
|3.1         |  | Amendment Number 2 to the Second Amended and Restated Certificate of Incorporation of Intcomex, Inc., dated as of April 19, 2011.                                                                                                            
|            | 
|3.2         |  | Amendment No. 1 to the Amended and Restated Bylaws of Intcomex, Inc., dated as of April 17, 2011.                                                                                                                                            
|            | 
|10.1        |  | Fifth Amended and Restated Shareholders Agreement by and among the CVC Shareholder, the Brightpoint Shareholder, the Shalom Shareholders, the Centel Shareholders, the Additional
Shareholders and Intcomex, Inc. dated as of April 19, 2011.
|            | 
|31.1        |  | Certification of Chief Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.                                                            
|            | 
|31.2        |  | Certification of Chief Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.                                                            
|            | 
|32.1        |  | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                           
|            | 
|32.2        |  | Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                           



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