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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 September 30, 2010

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 November 15, 2010, the registrant had 100,000 shares of common stock, voting, $0.01 par value, and 29,357 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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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 September 30, 2010 and December 31, 2009                      |    |      | 3  | 
|                               |  |                                                                                                          
|                               |  | Condensed Consolidated Statements of Operations - Three and nine months ended September 30, 2010 and 2009 |    |      | 4  | 
|                               |  |                                                                                                          
|                               |  | Condensed Consolidated Statements of Cash Flows - Nine months ended September 30, 2010 and 2009           |    |      | 5  | 
|                               |  |                                                                                                          
|                               |  | Notes to Condensed Consolidated Financial Statements                                                      |    |      | 6  | 
|                               |  |                                                                                                          
|Item 2.                        |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                     |    |      | 30 | 
|                               |  |                                                                                                          
|Item 3.                        |  | Quantitative and Qualitative Disclosures About Market Risk                                                |    |      | 44 | 
|                               |  |                                                                                                          
|Item 4T.                       |  | Controls and Procedures                                                                                   |    |      | 44 | 
|                              
|PART II  OTHER INFORMATION    | 
|                               |  |                                                                                                          
|Item 1.                        |  | Legal Proceedings                                                                                         |    |      | 45 | 
|                               |  |                                                                                                          
|Item 1A.                       |  | Risk Factors                                                                                              |    |      | 45 | 
|                               |  |                                                                                                          
|Item 2.                        |  | Unregistered Sales of Equity Securities and Use of Proceeds                                               |    |      | 45 | 
|                               |  |                                                                                                          
|Item 3.                        |  | Defaults Upon Senior Securities                                                                           |    |      | 45 | 
|                               |  |                                                                                                          
|Item 4.                        |  | (Removed and Reserved)                                                                                    |    |      | 45 | 
|                               |  |                                                                                                          
|Item 5.                        |  | Other Information                                                                                         |    |      | 45 | 
|                               |  |                                                                                                          
|Item 6.                        |  | Exhibits                                                                                                  |    |      | 45 | 
|                               | 
|Signatures                     |  |                                                                                                           | 46 |     



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Part I
 FINANCIAL INFORMATION



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

INTCOMEX, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except
share data)



|                                                                                                                                                  |  |                   |         |   |                  |   |         |  
|------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | ------- | - | ---------------- | - | ------- | -
|                                                                                                                                                  |  | September 30,2010 |         |   | December 31,2009 |  
|                                                                                                                                                  |  | (Unaudited)       |         |   |                  |  
|Assets                                                                                                                                            |  |                   |         |   |                  |   |         |  
|Current assets                                                                                                                                    |  |                   |         |   |                  |   |         |  
|Cash and cash equivalents                                                                                                                         |  | $                 | 27,772  |   |                  | $ | 27,234  |  
|Restricted cash                                                                                                                                   |  |                   | 394     |   |                  |   |        |  
|Trade accounts receivable (net of allowance for doubtful accounts of $4,965 and $4,428 at September 30, 2010 and
December 31, 2009, respectively) |  |                   | 103,338 |   |                  |   | 100,238 |  
|Inventories                                                                                                                                       |  |                   | 126,751 |   |                  |   | 95,185  |  
|Prepaid expenses, notes receivable and other                                                                                                      |  |                   | 41,745  |   |                  |   | 34,221  |  
|Due from related parties                                                                                                                          |  |                   | 252     |   |                  |   | 272     |  
|                                                                                                                                                  |  |                   |         |   |                  |   |         |  
|Total current assets                                                                                                                              |  |                   | 300,252 |   |                  |   | 257,150 |  
|Property and equipment, net                                                                                                                       |  |                   | 16,537  |   |                  |   | 16,295  |  
|Goodwill                                                                                                                                          |  |                   | 13,837  |   |                  |   | 13,704  |  
|Identifiable intangible assets                                                                                                                    |  |                   | 1,463   |   |                  |   | 1,658   |  
|Notes receivable and other                                                                                                                        |  |                   | 18,129  |   |                  |   | 19,294  |  
|                                                                                                                                                  |  |                   |         |   |                  |   |         |  
|Total assets                                                                                                                                      |  | $                 | 350,218 |   |                  | $ | 308,101 |  
|                                                                                                                                                  |  |                   |         |   |                  |   |         |  
|                                                                                                                                                  |  |                  
|Liabilities and Shareholders Equity                                                                                                              |  |                   |         |   |                  |   |         |  
|Liabilities                                                                                                                                       |  |                   |         |   |                  |   |         |  
|Current liabilities                                                                                                                               |  |                   |         |   |                  |   |         |  
|Lines of credit                                                                                                                                   |  | $                 | 35,759  |   |                  | $ | 14,729  |  
|Current maturities of long-term debt                                                                                                              |  |                   | 575     |   |                  |   | 557     |  
|Accounts payable                                                                                                                                  |  |                   | 132,540 |   |                  |   | 117,216 |  
|Accrued expenses and other                                                                                                                        |  |                   | 20,805  |   |                  |   | 13,880  |  
|Due to related parties                                                                                                                            |  |                   | 88      |   |                  |   | 75      |  
|                                                                                                                                                  |  |                   |         |   |                  |   |         |  
|Total current liabilities                                                                                                                         |  |                   | 189,767 |   |                  |   | 146,457 |  
|Long-term debt, net of current maturities                                                                                                         |  |                   | 115,476 |   |                  |   | 114,425 |  
|Other long-term liabilities                                                                                                                       |  |                   | 4,317   |   |                  |   | 4,485   |  
|                                                                                                                                                  |  |                   |         |   |                  |   |         |  
|Total liabilities                                                                                                                                 |  |                   | 309,560 |   |                  |   | 265,367 |  
|                                                                                                                                                  |  |                  
|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                                                                                                                        |  |                   | 41,511  |   |                  |   | 41,388  |  
|Retained earnings                                                                                                                                 |  |                   | 3,243   |   |                  |   | 5,153   |  
|Accumulated other comprehensive loss                                                                                                              |  |                   | (4,097  | ) |                  |   | (3,808  | )
|                                                                                                                                                  |  |                   |         |   |                  |   |         |  
|Total shareholders equity                                                                                                                        |  |                   | 40,658  |   |                  |   | 42,734  |  
|                                                                                                                                                  |  |                   |         |   |                  |   |         |  
|Total liabilities and shareholders equity                                                                                                        |  | $                 | 350,218 |   |                  | $ | 308,101 |  
|                                                                                                                                                  |  |                   |         |   |                  |   |         |  

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 EndedSeptember 30, |         |   | Nine Months EndedSeptember 30, |  
|                                                                                                                      |  | 2010                            |         |   | 2009                           |   |         | 2010 |  |   | 2009    |  
|Revenue                                                                                                               |  | $                               | 248,289 |   |                                | $ | 231,283 |      |  | $ | 742,552 |   |  | $ | 661,233 |  
|                                                                                                                      |  |                                 |         |  
|Cost of revenue                                                                                                       |  |                                 | 224,736 |   |                                |   | 207,950 |      |  |   | 671,060 |   |  |   | 596,110 |  
|                                                                                                                      |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |         |  
|Gross profit                                                                                                          |  |                                 | 23,553  |   |                                |   | 23,333  |      |  |   | 71,492  |   |  |   | 65,123  |  
|                                                                                                                      |  |                                 |         |  
|Operating expenses                                                                                                    |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |         |  
|Selling, general and administrative                                                                                   |  |                                 | 19,734  |   |                                |   | 15,780  |      |  |   | 54,148  |   |  |   | 49,802  |  
|Depreciation and amortization                                                                                         |  |                                 | 1,097   |   |                                |   | 1,078   |      |  |   | 3,198   |   |  |   | 3,193   |  
|                                                                                                                      |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |         |  
|Total operating expenses                                                                                              |  |                                 | 20,831  |   |                                |   | 16,858  |      |  |   | 57,346  |   |  |   | 52,995  |  
|                                                                                                                      |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |         |  
|Operating income                                                                                                      |  |                                 | 2,722   |   |                                |   | 6,475   |      |  |   | 14,146  |   |  |   | 12,128  |  
|                                                                                                                      |  |                                 |         |  
|Other expense (income)                                                                                                |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |         |  
|Interest expense                                                                                                      |  |                                 | 5,471   |   |                                |   | 3,802   |      |  |   | 15,565  |   |  |   | 11,491  |  
|Interest income                                                                                                       |  |                                 | (90     | ) |                                |   | (112    | )    |  |   | (257    | ) |  |   | (397    | )
|Foreign exchange gain                                                                                                 |  |                                 | (1,797  | ) |                                |   | (460    | )    |  |   | (582    | ) |  |   | (1,576  | )
|Other (income) expense, net                                                                                           |  |                                 | (470    | ) |                                |   | 482     |      |  |   | (170    | ) |  |   | (3,825  | )
|                                                                                                                      |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |         |  
|Total other expense                                                                                                   |  |                                 | 3,114   |   |                                |   | 3,712   |      |  |   | 14,556  |   |  |   | 5,693   |  
|                                                                                                                      |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |         |  
|(Loss) income before (benefit) provision for income taxes                                                             |  |                                 | (392    | ) |                                |   | 2,763   |      |  |   | (410    | ) |  |   | 6,435   |  
|                                                                                                                      |  |                                 |         |  
|(Benefit) provision for income taxes                                                                                  |  |                                 | (194    | ) |                                |   | 908     |      |  |   | 1,500   |   |  |   | 1,669   |  
|                                                                                                                      |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |         |  
|Net (loss) income                                                                                                     |  | $                               | (198    | ) |                                | $ | 1,855   |      |  | $ | (1,910  | ) |  | $ | 4,766   |  
|                                                                                                                      |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |         |  
|                                                                                                                      |  |                                 |         |  
|Net (loss) income per weighted average share of common stock, voting and Class B common stock, non-voting:            |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |         |  
|Basic                                                                                                                 |  | $                               | (1.53   | ) |                                | $ | 18.15   |      |  | $ | (14.77  | ) |  | $ | 46.64   |  
|                                                                                                                      |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |         |  
|Diluted                                                                                                               |  | $                               | (1.53   | ) |                                | $ | 18.15   |      |  | $ | (14.77  | ) |  | $ | 46.64   |  
|                                                                                                                      |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |         |  
|                                                                                                                      |  |                                 |         |  
|Weighted average number of common shares, voting and Class B common stock, non-voting, used in per share
calculation: |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |         |  
|Basic                                                                                                                 |  |                                 | 129,357 |   |                                |   | 102,182 |      |  |   | 129,357 |   |  |   | 102,182 |  
|                                                                                                                      |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |         |  
|Diluted                                                                                                               |  |                                 | 129,357 |   |                                |   | 102,182 |      |  |   | 129,357 |   |  |   | 102,182 |  
|                                                                                                                      |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |         |  

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)



|                                                                                                   |  |                                |         |   |      |   |         |  
|-------------------------------------------------------------------------------------------------- |  | ------------------------------ | ------- | - | ---- | - | ------- | -
|                                                                                                   |  | Nine Months EndedSeptember 30, |        
|                                                                                                   |  | 2010                           |         |   | 2009 |  
|Cash flows from operating activities:                                                              |  |                                |         |   |      |   |         |  
|Net (loss) income                                                                                  |  | $                              | (1,910  | ) |      | $ | 4,766   |  
|Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: |  |                                |         |   |      |   |         |  
|Stock-based compensation expense                                                                   |  |                                | 123     |   |      |   | 185     |  
|Depreciation expense                                                                               |  |                                | 2,881   |   |      |   | 2,840   |  
|Amortization expense                                                                               |  |                                | 2,253   |   |      |   | 1,431   |  
|Bad debt expense                                                                                   |  |                                | 1,228   |   |      |   | 1,772   |  
|Inventory obsolescence expense                                                                     |  |                                | 1,425   |   |      |   | 287     |  
|Deferred income tax benefit                                                                        |  |                                | (343    | ) |      |   | (619    | )
|Gain on extinguishment of long-term debt                                                           |  |                                |        |   |      |   | (4,411  | )
|Loss (gain) on disposal of property and equipment and other                                        |  |                                | 30      |   |      |   | (212    | )
|                                                                                                   |  |                               
|Change in operating assets and liabilities:                                                        |  |                                |         |   |      |   |         |  
|(Increase) decrease in:                                                                            |  |                                |         |   |      |   |         |  
|Trade accounts receivables                                                                         |  |                                | (4,328  | ) |      |   | 1,657   |  
|Inventories                                                                                        |  |                                | (32,991 | ) |      |   | (10,096 | )
|Prepaid expenses, notes receivable and other                                                       |  |                                | (7,454  | ) |      |   | (2,858  | )
|Due from related parties                                                                           |  |                                | 20      |   |      |   | (19     | )
|Increase (decrease) in:                                                                            |  |                                |         |   |      |   |         |  
|Accounts payable                                                                                   |  |                                | 15,324  |   |      |   | 10,258  |  
|Accrued expenses and other                                                                         |  |                                | 7,141   |   |      |   | (3,610  | )
|Due to related parties                                                                             |  |                                | 13      |   |      |   | 1       |  
|                                                                                                   |  |                                |         |   |      |   |         |  
|Net cash (used in) provided by operating activities                                                |  |                                | (16,588 | ) |      |   | 1,372   |  
|                                                                                                   |  |                               
|Cash flows from investing activities:                                                              |  |                                |         |   |      |   |         |  
|Purchases of property and equipment                                                                |  |                                | (3,335  | ) |      |   | (2,015  | )
|Notes receivable and other                                                                         |  |                                | (199    | ) |      |   | (190    | )
|Proceeds from disposition of assets                                                                |  |                                | 98      |   |      |   | 66      |  
|                                                                                                   |  |                                |         |   |      |   |         |  
|Net cash used in investing activities                                                              |  |                                | (3,436  | ) |      |   | (2,139  | )
|                                                                                                   |  |                               
|Cash flows from financing activities:                                                              |  |                                |         |   |      |   |         |  
|Borrowings under lines of credit, net                                                              |  |                                | 21,030  |   |      |   | 4,703   |  
|Proceeds from borrowings under long-term debt                                                      |  |                                | 528     |   |      |   | 79      |  
|Payments of long-term debt                                                                         |  |                                | (449    | ) |      |   | (3,046  | )
|                                                                                                   |  |                                |         |   |      |   |         |  
|Net cash provided by financing activities                                                          |  |                                | 21,109  |   |      |   | 1,736   |  
|Effect of foreign currency exchange rate changes on cash and cash equivalents                      |  |                                | (547    | ) |      |   | 11      |  
|                                                                                                   |  |                                |         |   |      |   |         |  
|Net increase in cash and cash equivalents                                                          |  |                                | 538     |   |      |   | 980     |  
|Cash and cash equivalents, beginning of period                                                     |  |                                | 27,234  |   |      |   | 22,344  |  
|                                                                                                   |  |                                |         |   |      |   |         |  
|Cash and cash equivalents, end of period                                                           |  | $                              | 27,772  |   |      | $ | 23,324  |  
|                                                                                                   |  |                                |         |   |      |   |         |  

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



5



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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.

Organization

The accompanying unaudited condensed consolidated financial statements include the accounts of Intcomex 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)), IFC International, LLC, a
Delaware limited liability company (IFC), Intcomex International Holdings Cooperatief U.A., a Netherlands cooperative (Coop) and IXLA Holdings, Ltd. (IXLA), a 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 (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, 2009, included
in the Companys Form 10-K filed with the SEC on February 22, 2010 (Annual Report). The results of operations for the three and nine months ended September 30, 2010, 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 September 30, 2010, and its results of operations for the three and nine months
ended September 30, 2010 and 2009 and its statements of cash flows for the nine months ended September 30, 2010 and 2009. 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.

Basis of Presentation

Certain immaterial reclassifications have been made to prior period balances in order to conform to the current periods
presentation.



6



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##### Table of Contents

INTCOMEX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

(Unaudited)





Restricted cash is
recorded at cost, which approximates fair value. Restricted cash balance relates to cash held to meet certain obligations under an agreement with the tax authorities in Colombia, pending completion of the 2006 tax review.

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 131/4% Senior Notes) are currently
tradable under the Securities Act of 1933 Rule 144A, Private Resales of Securities to Institutions. As of September 30, 2010, the 131/4% Senior Notes were tradable at 105.25 of the principal amount.

The Company is exposed to fluctuations in foreign exchange rates and reduces its exposure to the fluctuations by periodically using derivative financial instruments and entering into derivative
transactions with large multinational banks to manage its primary risk, foreign currency price risk. The Companys derivative instruments are 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 on 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 in this Quarterly Report.

There were no changes to our valuation methodology for assets and
liabilities measured at fair value during the nine months ended September 30, 2010 and 2009. The Companys outstanding foreign currency forward contracts with a total notional amount of $5,217 as of September 30, 2010, had a fair
value of $(350). The Companys did not have any foreign currency collars outstanding as of September 30, 2010. The Company did not have any foreign currency contracts outstanding as of December 31, 2009.



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INTCOMEX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

(Unaudited)





Computation of Net (Loss)
Income per Share

The Company reports both basic and diluted net (loss) income per share. Basic net (loss) income per share
excludes dilution and is computed by dividing net (loss) income by the weighted average number of common shares outstanding during the period. Diluted net (loss) income 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) income 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.

The Company has 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 have 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) income per share. Basic and diluted net (loss) income per share of Common Stock are the
same.

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



|                                                                                                       |  |                                         |         |   |                                         |   |         |      |  |   |         |   |  |   |         | 
|------------------------------------------------------------------------------------------------------ |  | --------------------------------------- | ------- | - | --------------------------------------- | - | ------- | ---- |  | - | ------- | - |  | - | ------- | 
|                                                                                                       |  | For the Three Months EndedSeptember 30, |         |   | For the Nine Months 
EndedSeptember 30, |  
|                                                                                                       |  | 2010                                    |         |   | 2009                                    |   |         | 2010 |  |   | 2009    |  
|Numerator for basic and diluted net (loss) income per share of Common Stock:                           |  |                                         |         |   |                                         |   |         |      |  |   |         |   |  |   |         | 
|Net (loss) income                                                                                      |  | $                                       | (198    | ) |                                         | $ | 1,855   |      |  | $ | (1,910  | ) |  | $ | 4,766   | 
|                                                                                                       |  |                                         |         |   |                                         |   |         |      |  |   |         |   |  |   |         | 
|                                                                                                       |  |                                         |         |  
|Denominator:                                                                                           |  |                                         |         |   |                                         |   |         |      |  |   |         |   |  |   |         | 
|Denominator for basic net (loss) income per share of Common Stock  weighted average shares            |  |                                         | 129,357 |   |                                         |   | 102,182 |      |  |   | 129,357 |   |  |   | 102,182 | 
|                                                                                                       |  |                                         |         |   |                                         |   |         |      |  |   |         |   |  |   |         | 
|Effect of dilutive securities:                                                                         |  |                                         |         |   |                                         |   |         |      |  |   |         |   |  |   |         | 
|Stock options and unvested restricted stock(1)                                                         |  |                                         |        |   |                                         |   |        |      |  |   |        |   |  |   |        | 
|                                                                                                       |  |                                         |         |   |                                         |   |         |      |  |   |         |   |  |   |         | 
|                                                                                                       |  |                                         |         |  
|Denominator for diluted net (loss) income per share of Common Stock  adjusted weighted average shares |  |                                         | 129,357 |   |                                         |   | 102,182 |      |  |   | 129,357 |   |  |   | 102,182 | 
|                                                                                                       |  |                                         |         |   |                                         |   |         |      |  |   |         |   |  |   |         | 
|Net (loss) income per share of Common Stock:                                                           |  |                                         |         |   |                                         |   |         |      |  |   |         |   |  |   |         | 
|Basic                                                                                                  |  | $                                       | (1.53   | ) |                                         | $ | 18.15   |      |  | $ | (14.77  | ) |  | $ | 46.64   | 
|                                                                                                       |  |                                         |         |   |                                         |   |         |      |  |   |         |   |  |   |         | 
|Diluted                                                                                                |  | $                                       | (1.53   | ) |                                         | $ | 18.15   |      |  | $ | (14.77  | ) |  | $ | 46.64   | 
|                                                                                                       |  |                                         |         |   |                                         |   |         |      |  |   |         |   |  |   |         | 



|(1) | The stock options were antidilutive during the three and nine months ended September 30, 2010 and 2009, as the fair value was below the exercise
price. The shares of restricted common stock, non-voting were antidilutive during the three and nine months ended September 30, 2010 and 2009.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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INTCOMEX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

(Unaudited)





Comprehensive (Loss) Income

FASB ASC 220, Comprehensive Income, establishes standards for reporting and displaying comprehensive (loss) income
and its components in the Companys consolidated financial statements. Comprehensive (loss) income is the change in equity during a period from transactions and other events and circumstances from non-owner sources, comprised of net (loss)
income and other comprehensive (loss) income. Comprehensive (loss) income consisted of the following for the periods presented:



|                                         |  |                                         |      |   |                                         |   |       |      |  |   |        |   |  |   |       | 
|---------------------------------------- |  | --------------------------------------- | ---- | - | --------------------------------------- | - | ----- | ---- |  | - | ------ | - |  | - | ----- | 
|                                         |  | For the Three Months EndedSeptember 30, |      |   | For the Nine Months 
EndedSeptember 30, |  
|                                         |  | 2010                                    |      |   | 2009                                    |   |       | 2010 |  |   | 2009   |  
|Comprehensive (loss) income              |  |                                         |      |   |                                         |   |       |      |  |   |        |  
|Net (loss) income                        |  | $                                       | (198 | ) |                                         | $ | 1,855 |      |  | $ | (1,910 | ) |  | $ | 4,766 | 
|Foreign currency translation adjustments |  |                                         | (669 | ) |                                         |   | (506  | )    |  |   | (289   | ) |  |   | 160   | 
|                                         |  |                                         |      |   |                                         |   |       |      |  |   |        |   |  |   |       | 
|Total comprehensive (loss) income        |  | $                                       | (867 | ) |                                         | $ | 1,349 |      |  | $ | (2,199 | ) |  | $ | 4,926 | 
|                                         |  |                                         |      |   |                                         |   |       |      |  |   |        |   |  |   |       | 

Foreign currency translation adjustments were driven by the effect of the Mexican Peso related to our
operations in Mexico. As of September 30, 2010 and December 31, 2009, accumulated other comprehensive loss, consisting of cumulative foreign currency losses, included in shareholders equity totaled $(4,097) and $(3,808),
respectively.

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.

Recently Issued and Adopted Accounting Guidance

Recently Issued Accounting Guidance

In January 2010, the FASB issued ASU 2010-06, Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements. The update requires additional
disclosures for fair value measurements, requires a reporting entity to disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and the reasons for these transfers and provides clarification
for existing disclosure requirements. The update is effective for interim and annual periods beginning after December 15, 2009, except for the activity in Level 3 fair value measurements, which is effective for annual periods beginning after
December 15, 2010. The update did not have an impact on the Companys unaudited condensed consolidated financial statements. The Company does not expect the Level 3 activity update to have an impact on the Companys unaudited
condensed consolidated financial statements.

Recently Adopted Accounting Guidance

In February 2010, the FASB issued ASU 2010-9, Subsequent Events (Topic 855): Amendments to Certain Recognition and Disclosure
Requirements,which clarifies the guidance on certain recognition and disclosure requirements for subsequent events. The update requires SEC filers and conduit bond obligors for conduit debt securities that are traded in a public market to
evaluate subsequent events through the date of the financial statements issued and all other entities to evaluate subsequent events through the date the financial statements are available to be issued. The update was effective immediately upon
issuance and did not have an impact on the Companys unaudited condensed consolidated financial statements.

In January
2010, the FASB issued ASU 2010-02, Consolidation (Topic 810): Accounting and Reporting for Decreases in Ownership of a Subsidiary  A Scope Clarification.The update amends the codification to clarify that the scope of the decrease in
ownership provisions of ASC 810-10 and related guidance applies to: (i) a subsidiary or group of assets that is a business or nonprofit activity; (ii) a subsidiary that is a business or nonprofit activity that is transferred to an equity
method or joint venture; (iii) an exchange of a group of assets that constitutes a business or nonprofit activity for a non-controlling interest in an entity (including an



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INTCOMEX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

(Unaudited)



equity-method investee or joint venture); and (iv) a decrease in ownership in a subsidiary that is not a business or nonprofit activity when the substance of the transaction causing the
decrease in ownership is not addressed in other authoritative guidance. If no other guidance exists, an entity should apply the guidance in ASC 810-10, Consolidation-Overall. The update did not have an impact on the Companys unaudited
condensed consolidated financial statements.

In October 2009, the FASB issued ASU 2009-13, Revenue Recognition (Topic
605): MultipleDeliverable Revenue Arrangements. The update modifies the fair value requirements of ASC 605-25, Revenue RecognitionMultiple Element Arrangementsby allowing the use of the best estimate of a selling
price in addition to Vendor Specific Objective Evidence, or VSOE, and Third Party Evidence, or TPE, for determining the selling price of a deliverable. The update changes the requirements for establishing separate units of accounting in a
multiple element arrangement and requires the allocation of arrangement consideration to each deliverable to be based on the relative selling price. The update is effective for revenue arrangements entered into or materially modified in fiscal years
beginning on or after June 15, 2010. The update did not have an impact on the Companys unaudited condensed consolidated financial statements.

Note 3. Property and Equipment, Net

Property and equipment, net consisted
of the following for the periods:



|                                         |  |                   |         |   |                  |   |         |  
|---------------------------------------- |  | ----------------- | ------- | - | ---------------- | - | ------- | -
|                                         |  | As of             |        
|                                         |  | September 30,2010 |         |   | December 31,2009 |  
|Property and equipment, net              |  |                   |         |   |                  |   |         |  
|Land                                     |  | $                 | 760     |   |                  | $ | 735     |  
|Building and leasehold improvements      |  |                   | 9,100   |   |                  |   | 8,410   |  
|Office furniture, vehicles and equipment |  |                   | 11,470  |   |                  |   | 11,012  |  
|Warehouse equipment                      |  |                   | 2,591   |   |                  |   | 2,438   |  
|Software                                 |  |                   | 9,615   |   |                  |   | 8,337   |  
|                                         |  |                   |         |   |                  |   |         |  
|Total property and equipment             |  |                   | 33,536  |   |                  |   | 30,932  |  
|Less accumulated depreciation            |  |                   | (16,999 | ) |                  |   | (14,637 | )
|                                         |  |                   |         |   |                  |   |         |  
|Total property and equipment, net        |  | $                 | 16,537  |   |                  | $ | 16,295  |  
|                                         |  |                   |         |   |                  |   |         |  

Note 4. Identifiable Intangible Assets, Net and Goodwill

Identifiable Intangible Assets, Net

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



|                                          |  |                       |       |  |                         |   |        |                                               |  |   |                    |   |  |                        |       |  |  |  |      | 
|----------------------------------------- |  | --------------------- | ----- |  | ----------------------- | - | ------ | --------------------------------------------- |  | - | ------------------ | - |  | ---------------------- | ----- |  |  |  | ---- | 
|As of September 30, 2010                  |  | Gross 
CarryingAmount |       |  | AccumulatedAmortization |   |        | CumulativeForeign 
CurrencyTranslation Effect |  |   | Net CarryingAmount |   |  | Useful Life(in 
years) |      
|Identifiable intangible assets, net       |  |                       |       |  |                         |   |        |                                               |  |   |                    |   |  |                        |       |  |  |  |      | 
|Customer relationships                    |  | $                     | 3,630 |  |                         | $ | (1,934 | )                                             |  | $ | (233               | ) |  | $                      | 1,463 |  |  |  | 10.0 | 
|Tradenames                                |  |                       | 1,080 |  |                         |   | (1,080 | )                                             |  |   |                   |   |  |                        |      |  |  |  | 3.5  | 
|Non-compete agreements                    |  |                       | 730   |  |                         |   | (730   | )                                             |  |   |                   |   |  |                        |      |  |  |  | 3.0  | 
|Patents                                   |  |                       | 5     |  |                         |   | (5     | )                                             |  |   |                   |   |  |                        |      |  |  |  |      | 
|                                          |  |                       |       |  |                         |   |        |                                               |  |   |                    |   |  |                        |       |  |  |  |      | 
|Total identifiable intangible assets, net |  | $                     | 5,445 |  |                         | $ | (3,749 | )                                             |  | $ | (233               | ) |  | $                      | 1,463 |  |  |  |      | 
|                                          |  |                       |       |  |                         |   |        |                                               |  |   |                    |   |  |                        |       |  |  |  |      | 



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INTCOMEX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

(Unaudited)





|                                          |  |                       |       |  |                         |   |        |                                               |  |   |                    |   |  |                        |       |  |  |  |      | 
|----------------------------------------- |  | --------------------- | ----- |  | ----------------------- | - | ------ | --------------------------------------------- |  | - | ------------------ | - |  | ---------------------- | ----- |  |  |  | ---- | 
|As of December 31, 2009                   |  | Gross 
CarryingAmount |       |  | AccumulatedAmortization |   |        | CumulativeForeign 
CurrencyTranslation Effect |  |   | Net CarryingAmount |   |  | Useful Life(in 
years) |      
|Identifiable intangible assets, net       |  |                       |       |  |                         |   |        |                                               |  |   |                    |   |  |                        |       |  |  |  |      | 
|Customer relationships                    |  | $                     | 3,630 |  |                         | $ | (1,662 | )                                             |  | $ | (333               | ) |  | $                      | 1,635 |  |  |  | 10.0 | 
|Tradenames                                |  |                       | 1,080 |  |                         |   | (1,035 | )                                             |  |   | (22                | ) |  |                        | 23    |  |  |  | 3.5  | 
|Non-compete agreements                    |  |                       | 730   |  |                         |   | (730   | )                                             |  |   |                   |   |  |                        |      |  |  |  | 3.0  | 
|Patents.                                  |  |                       | 5     |  |                         |   | (5     | )                                             |  |   |                   |   |  |                        |      |  |  |  |      | 
|                                          |  |                       |       |  |                         |   |        |                                               |  |   |                    |   |  |                        |       |  |  |  |      | 
|Total identifiable intangible assets, net |  | $                     | 5,445 |  |                         | $ | (3,432 | )                                             |  | $ | (355               | ) |  | $                      | 1,658 |  |  |  |      | 
|                                          |  |                       |       |  |                         |   |        |                                               |  |   |                    |   |  |                        |       |  |  |  |      | 

The Company recorded amortization expense related to the intangible assets of $90 and $317 for the
three and nine months ended September 30, 2010, respectively, and $118 and $352 for the three and nine months ended September 30, 2009, respectively. There were no impairment charges for identifiable intangible assets for the three and
nine months ended September 30, 2010 and 2009.

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 September 30, 2010      |  |                 |         |   |                      |   |        |       | 
|                              |  |                 |        
|Goodwill                      |  | $               | 11,531  |   |                      | $ | 21,083 |       |  | $ | 32,614  |  
|Accumulated impairment losses |  |                 | (11,531 | ) |                      |   | (7,246 | )     |  |   | (18,777 | )
|                              |  |                 |         |   |                      |   |        |       |  |   |         |  
|Total goodwill                |  | $               |        |   |                      | $ | 13,837 |       |  | $ | 13,837  |  
|                              |  |                 |         |   |                      |   |        |       |  |   |         |  
|                              |  |                 |        
|As of December 31, 2009       |  |                 |         |   |                      |   |        |       | 
|                              |  |                 |        
|Goodwill                      |  | $               | 11,531  |   |                      | $ | 20,950 |       |  | $ | 32,481  |  
|Accumulated impairment losses |  |                 | (11,531 | ) |                      |   | (7,246 | )     |  |   | (18,777 | )
|                              |  |                 |         |   |                      |   |        |       |  |   |         |  
|Total goodwill                |  | $               |        |   |                      | $ | 13,704 |       |  | $ | 13,704  |  
|                              |  |                 |         |   |                      |   |        |       |  |   |         |  

The change in goodwill during the nine months ended September 30, 2010 represents a net translation
adjustment of $133.

There were no goodwill impairment charges for the three and nine months ended September 30, 2010 and
2009.

In connection with the Companys goodwill impairment testing and analysis conducted in 2009, the Company noted
that the fair value of Intcomex Mexicos goodwill exceeded the carrying amount 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 September 30, 2010 and December 31, 2009, the balance of Intcomex Mexicos goodwill was $3,079 and $2,946, respectively, which
represented 9.3% and 9.5%, respectively, of the carrying amount of Intcomex Mexico and less than 1.0% of the Companys total assets. An extended period of economic contraction or a deterioration of Intcomex Mexicos operating
performance could result in a further impairment to the carrying amount of Intcomex Mexicos goodwill.



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INTCOMEX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

(Unaudited)





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 for the periods presented:



|                                                         |  |                   |        |  |                  |   |        | 
|-------------------------------------------------------- |  | ----------------- | ------ |  | ---------------- | - | ------ | 
|                                                         |  | As of             |       
|                                                         |  | September 30,2010 |        |  | December 31,2009 |  
|Lines of credit                                          |  |                   |        |  |                  |   |        | 
|SBA  Miami                                              |  | $                 | 28,048 |  |                  | $ | 9,165  | 
|Intcomex Peru S.A.C.                                     |  |                   | 2,733  |  |                  |   | 2,443  | 
|Intcomex de Guatemala, S.A.                              |  |                   | 2,048  |  |                  |   | 664    | 
|Intcomex de Ecuador, S.A.                                |  |                   | 1,177  |  |                  |   | 1,000  | 
|Computación Monrenca Panama, S.A.                        |  |                   | 783    |  |                  |   | 501    | 
|Intcomex S.A. de C.V.  El Salvador                      |  |                   | 283    |  |                  |   |       | 
|TGM S.A.  Uruguay                                       |  |                   | 687    |  |                  |   | 714    | 
|Intcomex Costa Rica Mayorista en Equipo de Cómputo, S.A. |  |                   |       |  |                  |   | 242    | 
|                                                         |  |                   |        |  |                  |   |        | 
|Total lines of credit                                    |  | $                 | 35,759 |  |                  | $ | 14,729 | 
|                                                         |  |                   |        |  |                  |   |        | 

The change in the outstanding balance was primarily attributable to SBAs increased borrowing under its
senior secured revolving credit facility. As of September 30, 2010 and December 31, 2009, the total remaining credit amount available was $10,524 and $17,055, respectively.

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) pursuant to SBA and Comerica Banks commitment letter dated October 23, 2009,
replacing the previous revolving credit facility with a three-year facility maturing in January 2013. As of September 30, 2010, the aggregate size of the Senior Secured Revolving Credit Facility was $30,000, including letter of credit
commitments of $2,000 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 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 is
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.



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##### Table of Contents

INTCOMEX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

(Unaudited)





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.

As of September 30, 2010 and December 31, 2009, SBAs outstanding draws against the Senior Secured Revolving Credit Facility were $26,953 and $5,853, respectively, and the remaining amounts
available were $1,753 and $10,635, respectively. As of September 30, 2010 and December 31, 2009, SBAs outstanding checks issued in excess of bank balances were $1,095 and $3,312, respectively, and outstanding stand-by letters of
credit were $200. As of September 30, 2010, SBA was in compliance with all of the covenants under the Senior Secured Revolving Credit Facility.

Intcomex Peru S.A.C.

Intcomex Peru S.A.C. (Intcomex Peru) has
three lines of credit with three financial institutions. The lines of credit are collateralized with a guarantee from Holdings and carry interest rates ranging from 3.5% to 6.0%, and mature on various dates through November 2010.

Intcomex de Guatemala, S.A.

Intcomex de Guatemala, S.A. (Intcomex Guatemala) has two lines of credit with two local financial institutions. The lines of credit carry interest rates of 7.5% and 11.0% and mature in March
2011 and October 2013, respectively.

Intcomex de Ecuador, S.A.

Intcomex de Ecuador, S.A. (Intcomex Ecuador) has two lines of credit with two local financial institutions. The lines of
credit carry interest rates of 9.8% and 10.2% and mature on various dates through December 2010, respectively.

Computación Monrenca
Panama, S.A.

Computación Monrenca Panama, S.A. (Intcomex Panama) has three lines of credit with three
local financial institutions. The lines of credit carry interest rates ranging from 6.3% to 6.8%, which mature in April, June and September 2011.

Intcomex S.A. de C.V.

Intcomex S.A. de C.V. (Intcomex El
Salvador) had outstanding checks of $283 in excess of bank balances with a local financial institution.

T.G.M. S.A.

TGM S.A. Uruguay (Intcomex Uruguay) has two lines of credit with local financial institutions. The lines of
credit carry interest rates of 7.0% and 8.0%, each of which matures in April 2011.



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INTCOMEX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

(Unaudited)





Intcomex Costa Rica Mayorista
en Equipo de Cómputo, S.A.

Intcomex Costa Rica Mayorista en Equipo de Cómputo, S.A. (Intcomex Costa
Rica) has one line of credit with a local financial institution. The line of credit carries an interest rate of 8.5% and matures in August 2011.

Intcomex S.A.

As of September 30, 2010 and December 31, 2009,
Intcomex S.A. (Intcomex Chile) had undrawn stand-by letters of credit of $16,700 and $19,600, respectively.

Note 6. Long-Term
Debt

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



|                                                                                         |  |                   |         |   |                  |   |         |  
|---------------------------------------------------------------------------------------- |  | ----------------- | ------- | - | ---------------- | - | ------- | -
|                                                                                         |  | As of             |        
|                                                                                         |  | September 30,2010 |         |   | December 31,2009 |  
|Long-term debt, net of current portion                                                   |  |                   |         |   |                  |   |         |  
|Intcomex, Inc.  131/4% Senior Notes, net of discount of $5,466 and $6,654, respectively |  | $                 | 114,534 |   |                  | $ | 113,346 |  
|SBA  Capital lease                                                                      |  |                   | 618     |   |                  |   | 847     |  
|Intcomex Peru  Collateralized notes                                                     |  |                   | 494     |   |                  |   | 579     |  
|Other, including various capital leases                                                  |  |                   | 405     |   |                  |   | 210     |  
|                                                                                         |  |                   |         |   |                  |   |         |  
|Total long-term debt                                                                     |  |                   | 116,051 |   |                  |   | 114,982 |  
|Current maturities of long-term debt                                                     |  |                   | (575    | ) |                  |   | (557    | )
|                                                                                         |  |                   |         |   |                  |   |         |  
|Total long-term debt, net of current portion                                             |  | $                 | 115,476 |   |                  | $ | 114,425 |  
|                                                                                         |  |                   |         |   |                  |   |         |  

Intcomex, Inc.  131/4% Senior Notes

On December 22, 2009, the Company completed a private offering (the 131/4% Senior Notes Offering) to eligible purchasers of $120,000
aggregate principal amount of its 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 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 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 111/4% Second Priority Senior Secured Notes, due January 15, 2011
(the 111/4% Senior Notes), for which it
conducted a tender offer, and for general corporate purposes. The 131/4% Senior Notes are guaranteed by all of the Companys existing and future domestic restricted subsidiaries that guarantee its obligations under the Senior Secured Revolving Credit Facility.

In connection with the 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 131/4% Senior Notes. The Companys obligations under the
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.

Subject to certain requirements, the
Company is required to redeem $5,000 aggregate principal amount of the 131/4% Senior Notes on December 15 of each of the years 2011 and 2012 and $10,000 aggregate principal amount of the
131/4% Senior Notes on December 15, 2013, at a
redemption price equal to 100% of the aggregate principal amount of the 131/4% Senior Notes to be redeemed, together with accrued and unpaid interest to the redemption date subject to certain requirements. The Company may



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INTCOMEX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

(Unaudited)



redeem the 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 131/4% Senior Notes plus a make-whole premium (106.625% in
2012 and 100.0% in 2013 and thereafter). At any time prior to December 15, 2012, the Company is required to redeem up to 35% of the aggregate principal amount of the 131/4% Senior Notes with the net cash proceeds of certain equity
offerings 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
131/4% Senior Notes. In addition, at its option,
the Company may redeem up to 10% of the original aggregate principal amount of the 131/4% Senior Notes three different times at $103.00 (but no more than once in any 12-month period).

The indenture governing the Companys 131/4% Senior Notes imposes operating and financial restrictions 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 (vii) 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, the Company made a mandatory interest payment of $7,641 on its
131/4% Senior Notes. As of September 30, 2010
and December 31, 2009, the carrying value of the $120,000 principal amount of the 131/4% Senior Notes was $114,534 and $113,346, respectively. As of September 30, 2010, the Company was in compliance with all of the covenants and restrictions under the 131/4% Senior Notes.

SBA  Capital lease

On April 30, 2007, SBA entered into a lease agreement with Comerica Bank in the principal amount of $1,505 for leasehold improvements
to the Miami office and purchase of 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 September 30, 2010 and December 31, 2009, $618 and $847,
respectively, remained outstanding under the lease agreement.

Note 7. Income Taxes

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



|                                     |  |                                        |      |   |                                        |   |       |      |  |   |       |   |  |   |       |  
|------------------------------------ |  | -------------------------------------- | ---- | - | -------------------------------------- | - | ----- | ---- |  | - | ----- | - |  | - | ----- | -
|                                     |  | For
theThree Months EndedSeptember 30, |      |   | For theNine Months 
EndedSeptember 30, |  
|                                     |  | 2010                                   |      |   | 2009                                   |   |       | 2010 |  |   | 2009  |  
|Income tax provision (benefit)       |  |                                        |      |   |                                        |   |       |      |  |   |       |   |  |   |       |  
|Current (benefit) expense            |  |                                        |      |   |                                        |   |       |      |  |   |       |   |  |   |       |  
|Federal and state                    |  | $                                      | 3    |   |                                        | $ | 22    |      |  | $ | 39    |   |  | $ | 61    |  
|Foreign                              |  |                                        | 215  |   |                                        |   | 1,259 |      |  |   | 1,805 |   |  |   | 2,227 |  
|                                     |  |                                        |      |   |                                        |   |       |      |  |   |       |   |  |   |       |  
|Total current expense                |  |                                        | 218  |   |                                        |   | 1,281 |      |  |   | 1,844 |   |  |   | 2,288 |  
|                                     |  |                                        |      |   |                                        |   |       |      |  |   |       |   |  |   |       |  
|                                     |  |                                        |      |  
|Deferred (benefit) expense           |  |                                        |      |   |                                        |   |       |      |  |   |       |   |  |   |       |  
|Federal and state                    |  |                                        | (791 | ) |                                        |   | (22   | )    |  |   | (856  | ) |  |   | (61   | )
|Foreign                              |  |                                        | 379  |   |                                        |   | (351  | )    |  |   | 512   |   |  |   | (558  | )
|                                     |  |                                        |      |   |                                        |   |       |      |  |   |       |   |  |   |       |  
|Total deferred (benefit) expense     |  |                                        | (412 | ) |                                        |   | (373  | )    |  |   | (344  | ) |  |   | (619  | )
|                                     |  |                                        |      |   |                                        |   |       |      |  |   |       |   |  |   |       |  
|Total income tax (benefit) provision |  | $                                      | (194 | ) |                                        | $ | 908   |      |  | $ | 1,500 |   |  | $ | 1,669 |  
|                                     |  |                                        |      |   |                                        |   |       |      |  |   |       |   |  |   |       |  



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INTCOMEX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

(Unaudited)





|                                                          |  |                                         |        |   |                                         |   |        |      |  |   |         |   |  |   |        |  
|--------------------------------------------------------- |  | --------------------------------------- | ------ | - | --------------------------------------- | - | ------ | ---- |  | - | ------- | - |  | - | ------ | -
|                                                          |  | For the Three Months EndedSeptember 30, |        |   | For the Nine Months 
EndedSeptember 30, |  
|                                                          |  | 2010                                    |        |   | 2009                                    |   |        | 2010 |  |   | 2009    |  
|Effective tax rate                                        |  |                                         |        |   |                                         |   |        |      |  |   |         |   |  |   |        |  
|(Loss) income before provision for income taxes:          |  |                                         |        |   |                                         |   |        |      |  |   |         |   |  |   |        |  
|U.S.                                                      |  | $                                       | (4,453 | ) |                                         | $ | (331   | )    |  | $ | (11,590 | ) |  | $ | (2,868 | )
|Foreign                                                   |  |                                         | 4,061  |   |                                         |   | 3,094  |      |  |   | 11,180  |   |  |   | 9,303  |  
|                                                          |  |                                         |        |   |                                         |   |        |      |  |   |         |   |  |   |        |  
|(Loss) income before (benefit) provision for income taxes |  | $                                       | (392   | ) |                                         | $ | 2,763  |      |  | $ | (410    | ) |  | $ | 6,435  |  
|                                                          |  |                                         |        |   |                                         |   |        |      |  |   |         |   |  |   |        |  
|                                                          |  |                                         |        |  
|Tax at statutory rate at 34%                              |  | $                                       | (133   | ) |                                         | $ | 939    |      |  | $ | (139    | ) |  | $ | 2,188  |  
|State income taxes, net of federal income tax benefit     |  |                                         | (243   | ) |                                         |   | 5      |      |  |   | (621    | ) |  |   | (8     | )
|Effect of tax rates on non-U.S. operations                |  |                                         | (1,401 | ) |                                         |   | 47     |      |  |   | (2,186  | ) |  |   | (1,492 | )
|Effect of tax rates on subpart F income                   |  |                                         | 689    |   |                                         |   | 1,104  |      |  |   | 689     |   |  |   | 1,104  |  
|Change in valuation allowance                             |  |                                         | 894    |   |                                         |   | (1,187 | )    |  |   | 3,757   |   |  |   | (123   | )
|                                                          |  |                                         |        |   |                                         |   |        |      |  |   |         |   |  |   |        |  
|Effective tax (benefit) provision                         |  | $                                       | (194   | ) |                                         | $ | 908    |      |  | $ | 1,500   |   |  | $ | 1,669  |  
|                                                          |  |                                         |        |   |                                         |   |        |      |  |   |         |   |  |   |        |  

The increase in our tax (benefit) provision to a benefit for the three months ended September 30, 2010,
from a provision for the three months ended September 30, 2009 was primarily driven by the additional tax provisions recorded in our Chile operations for prior years tax adjustments and our Mexico and U.S. operations, offset by the
additional valuation allowances recorded in the U.S. and related to the NOLs generated by our U.S. operations.

The decrease
in our tax provision for the nine months ended September 30, 2010, as compared to the same period in 2009 was primarily driven by the additional valuation allowances recorded in the U.S. and related to the NOLs generated by our U.S. operations,
offset by the additional tax provisions recorded in our Mexico and U.S. operations.

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



|                                |  |                          |         |   |                        |   |        |  
|------------------------------- |  | ------------------------ | ------- | - | ---------------------- | - | ------ | -
|                                |  | As ofSeptember 30, 
2010 |         |   | As
ofDecember 31, 2009 |  
|Deferred tax assets             |  |                          |         |   |                        |   |        |  
|Current assets:                 |  |                          |         |   |                        |   |        |  
|Allowance for doubtful accounts |  | $                        | 1,064   |   |                        | $ | 1,053  |  
|Inventories                     |  |                          | 757     |   |                        |   | 633    |  
|Accrued expenses                |  |                          | 717     |   |                        |   | 738    |  
|Other                           |  |                          | 266     |   |                        |   | 140    |  
|                                |  |                          |         |   |                        |   |        |  
|Total current assets            |  |                          | 2,804   |   |                        |   | 2,564  |  
|                                |  |                          |         |   |                        |   |        |  
|                                |  |                         
|Non-current assets:             |  |                          |         |   |                        |   |        |  
|Tax goodwill                    |  |                          | 679     |   |                        |   | 864    |  
|Net operating losses            |  |                          | 18,999  |   |                        |   | 15,520 |  
|Other                           |  |                          | 1,345   |   |                        |   | 1,164  |  
|Valuation allowances            |  |                          | (10,189 | ) |                        |   | (6,432 | )
|                                |  |                          |         |   |                        |   |        |  
|Total non-current assets        |  |                          | 10,834  |   |                        |   | 11,116 |  
|                                |  |                          |         |   |                        |   |        |  
|Total deferred tax assets       |  | $                        | 13,638  |   |                        | $ | 13,680 |  
|                                |  |                          |         |   |                        |   |        |  



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INTCOMEX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

(Unaudited)





|                               |  |                         |        |   |                        |   |        |  
|------------------------------ |  | ----------------------- | ------ | - | ---------------------- | - | ------ | -
|                               |  | As
ofSeptember 30, 2010 |        |   | As
ofDecember 31, 2009 |  
|Deferred tax liabilities       |  |                         |        |   |                        |   |        |  
|Current liabilities:           |  |                         |        |   |                        |   |        |  
|Other                          |  | $                       | (64    | ) |                        | $ | (231   | )
|                               |  |                         |        |   |                        |   |        |  
|Total current liabilities      |  |                         | (64    | ) |                        |   | (231   | )
|                               |  |                         |        |   |                        |   |        |  
|Non-current liabilities:       |  |                         |        |   |                        |   |        |  
|Fixed assets                   |  |                         | (1,766 | ) |                        |   | (1,923 | )
|Amortizable intangible assets  |  |                         | (525   | ) |                        |   | (614   | )
|Other                          |  |                         | (274   | ) |                        |   | (246   | )
|                               |  |                         |        |   |                        |   |        |  
|Total non-current liabilities  |  |                         | (2,565 | ) |                        |   | (2,783 | )
|                               |  |                         |        |   |                        |   |        |  
|Total deferred tax liabilities |  |                         | (2,629 | ) |                        |   | (3,014 | )
|                               |  |                         |        |   |                        |   |        |  
|Net deferred tax assets        |  | $                       | 11,009 |   |                        | $ | 10,666 |  
|                               |  |                         |        |   |                        |   |        |  

As of September 30, 2010 and December 31, 2009, the balance of SBAs tax goodwill was $1,805
and $2,297, 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 September 30, 2010 and December 31, 2009, the Companys U.S. federal and state of Florida net
operating losses (NOLs) resulted in $16,518 and $13,271, 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 September 30, 2010 and December 31, 2009, the Company recorded a valuation allowance of $10,189 and $6,432, respectively, against the respective NOLs, of which $7,928 and $4,467, respectively, related to the U.S. and $2,261 and
$1,965 related to our In-country Operations.

As of September 30, 2010 and December 31, 2009, the Company recognized
$2,025 and $3,248, respectively in 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.

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 September 30, 2010 |        |  | As of December 31, 2009 |  
|                          |  | GrossNOL                 |        |  | NOLDeferredTax Asset    |   |        | ValuationAllowance |  |   | NOLExpiration |  |  | GrossNOL |      |  | NOLDeferred TaxAsset |   |        | ValuationAllowance |  |   | NOLExpiration | 
|U.S. federal and state    |  | $                        | 43,144 |  |                         | $ | 16,518 |                    |  | $ | 7,928         |  |  |          |      |  |                      | $ | 34,723 |                    |  | $ | 13,271        |  |  | $ | 4,467 |  |  |  |      | 
|Foreign                   |  |                          |        |  |                         |   |        |                    |  |   |               |  |  |          |      |  |                      |   |        |                    |  |   |               |  |  |   |       |  |  |  |      | 
|Intcomex Argentina S.R.L. |  |                          | 4,654  |  |                         |   | 1,629  |                    |  |   | 1,629         |  |  |          | 2011 |  |                      |   | 4,023  |                    |  |   | 1,408         |  |  |   | 1,408 |  |  |  | 2011 | 
|Intcomex Colombia LTDA(1) |  |                          | 830    |  |                         |   | 275    |                    |  |   | 250           |  |  |          | 2013 |  |                      |   | 830    |                    |  |   | 275           |  |  |   | 250   |  |  |  | 2013 | 
|Intcomex Jamaica Ltd      |  |                          | 590    |  |                         |   | 196    |                    |  |   |              |  |  |          |      |  |                      |   | 720    |                    |  |   | 251           |  |  |   |      |  |  |  |      | 
|Intcomex Mexico           |  |                          | 1,277  |  |                         |   | 382    |                    |  |   | 382           |  |  |          | 2018 |  |                      |   | 1,096  |                    |  |   | 307           |  |  |   | 307   |  |  |  | 2018 | 
|                          |  |                          |        |  |                         |   |        |                    |  |   |               |  |  |          |      |  |                      |   |        |                    |  |   |               |  |  |   |       |  |  |  |      | 
|Total foreign             |  | $                        | 7,351  |  |                         | $ | 2,482  |                    |  | $ | 2,261         |  |  |          |      |  |                      |   | 6,669  |                    |  |   | 2,241         |  |  |   | 1,965 |  |  |  |      | 
|                          |  |                          |        |  |                         |   |        |                    |  |   |               |  |  |          |      |  |                      |   |        |                    |  |   |               |  |  |   |       |  |  |  |      | 
|Total                     |  | $                        | 50,495 |  |                         | $ | 19,000 |                    |  | $ | 10,189        |  |  |          |      |  |                      | $ | 41,392 |                    |  | $ | 15,512        |  |  | $ | 6,432 |  |  |  |      | 
|                          |  |                          |        |  |                         |   |        |                    |  |   |               |  |  |          |      |  |                      |   |        |                    |  |   |               |  |  |   |       |  |  |  |      | 



|(1) | The Company established a valuation allowance against the deferred tax assets pending further growth in Intcomex Colombias taxable income. Colombia allows for an
eight year carryforward on NOLs, which expires in 2013.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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INTCOMEX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

(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.

During the second quarter of 2010, the Dirección de Impuestos y Aduanas Nacionales (the DIAN) of Colombia performed an
audit of the Companys tax return related to its operations in Colombia. The DIAN found that the income tax provision related to the Companys operations in Colombia included expenses not fully deductible for tax purposes. The Company
recorded an income tax provision of $214 including interest and penalties related to the 2006 tax year.

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.

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. As of September 30, 2010, the notional amount of derivative instruments outstanding in one of our In-country Operations was $5,217, all of which were foreign currency forward contracts.



18



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##### Table of Contents

INTCOMEX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

(Unaudited)





There were no
derivative instruments outstanding as of December 31, 2009. A summary of 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 during the periods presented consisted of the following:



|                                                                                             |  |                        |                   |  |                     |   |     |                  |  |   |   | 
|-------------------------------------------------------------------------------------------- |  | ---------------------- | ----------------- |  | ------------------- | - | --- | ---------------- |  | - | - | 
|                                                                                             |  | Balance 
SheetLocation |                   |  | Fair Value(1) as of |  
|Derivatives instruments not designated or qualifying as hedginginstruments under ASC
815(2): |  |                        |                   |  | September 30,2010   |   |     | December 31,2009 | 
|Foreign currency contracts                                                                   |  |                        | Other liabilities |  |                     | $ | 350 |                  |  | $ |  | 
|                                                                                             |  |                        |                   |  |                     |   |     |                  |  |   |   | 
|Total                                                                                        |  |                        |                   |  |                     | $ | 350 |                  |  | $ |  | 
|                                                                                             |  |                        |                   |  |                     |   |     |                  |  |   |   | 



|(1) | Fair value is classified and disclosed as Level 2 category where significant other observable inputs that can be corroborated by observable market data.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Further information on the Companys purpose for entering into derivative instruments not designated as hedging instruments and the overall risk management
strategies are discussed in Part IFinancial Information, 1A. Risk Factors in the Companys Annual Report.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                                                                                          |  |                                  |  |                                  |       |  |                                 |   |   |      |  |   |       |  |  |   |   | 
|----------------------------------------------------------------------------------------- |  | -------------------------------- |  | -------------------------------- | ----- |  | ------------------------------- | - | - | ---- |  | - | ----- |  |  | - | - | 
|                                                                                          |  |                                  |  | (Gain)/Loss for the              |      
|                                                                                          |  | Statement of Operations
Location |  | Three Months 
EndedSeptember 30, |       |  | Nine Months 
EndedSeptember 30, |  
|Derivative instruments not designated or qualifying as hedging instruments under ASC 815: |  |                                  |  | 2010                             |       |  | 2009                            |   |   | 2010 |  |   | 2009  | 
|Foreign currency contracts                                                                |  | Other expense (income)           |  | $                                | 3,738 |  |                                 | $ |  |      |  | $ | 2,970 |  |  | $ |  | 
|                                                                                          |  |                                  |  |                                  |       |  |                                 |   |   |      |  |   |       |  |  |   |   | 
|Total                                                                                     |  |                                  |  | $                                | 3,738 |  |                                 | $ |  |      |  | $ | 2,970 |  |  | $ |  | 
|                                                                                          |  |                                  |  |                                  |       |  |                                 |   |   |      |  |   |       |  |  |   |   | 

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 
EndedSeptember 30, |    |  | For
theNine Months EndedSeptember 30, |  
|                                                              |  | 2010                                    |    |  | 2009                                  |   |    | 2010 |  |   | 2009 | 
|Share-based compensation arrangements charged against income: |  |                                         |    |  |                                       |   |    |      |  |   |      |  |  |   |     | 
|Stock options(1)                                              |  | $                                       |   |  |                                       | $ | 45 |      |  | $ | 56   |  |  | $ | 143 | 
|Restricted shares of Class B common stock, non-voting(2)      |  |                                         | 29 |  |                                       |   | 19 |      |  |   | 67   |  |  |   | 42  | 
|                                                              |  |                                         |    |  |                                       |   |    |      |  |   |      |  |  |   |     | 
|Total                                                         |  | $                                       | 29 |  |                                       | $ | 64 |      |  | $ | 123  |  |  | $ | 185 | 
|                                                              |  |                                         |    |  |                                       |   |    |      |  |   |      |  |  |   |     | 



|(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.
|--- | ----------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

INTCOMEX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

(Unaudited)





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



|                                                                                  |  |                   |     |  |                  |   |     | 
|--------------------------------------------------------------------------------- |  | ----------------- | --- |  | ---------------- | - | --- | 
|                                                                                  |  | As of             |    
|Outstanding compensation costs for unvested share-based compensationarrangements: |  | September 30,2010 |     |  | December 31,2009 |  
|Stock options(1)                                                                  |  | $                 |    |  |                  | $ | 56  | 
|Restricted shares of Class B common stock, non-voting(2)                          |  |                   | 179 |  |                  |   | 147 | 
|                                                                                  |  |                   |     |  |                  |   |     | 
|Total                                                                             |  | $                 | 179 |  |                  | $ | 203 | 
|                                                                                  |  |                   |     |  |                  |   |     | 



|(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 September 30, 2010 and December 31, 2009, the outstanding compensation costs for unvested share-based compensation
arrangements will be recognized over a weighted-average period of 2.1 and 2.0 years, respectively.

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 and nine months ended September 30, 2010 and 2009. As of September 30, 2010, all of the outstanding options were vested. As of December 31, 2009,
853 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, 2008                    |  |        | 1,540 |   |                                                      | $ | 1,077 |                                                      |  |  | 9.2 | 
|Granted                                           |  |        |      |   |                                                      |   |      |                                                      |  |  |     | 
|Exercised                                         |  |        |      |   |                                                      |   |      |                                                      |  |  |     | 
|Forfeited or expired                              |  |        | (50   | ) |                                                      |   |      |                                                      |  |  |     | 
|                                                  |  |        |       |   |                                                      |   |       |                                                      |  |  |     | 
|Outstanding at December 31, 2008                  |  |        | 1,490 |   |                                                      | $ | 1,077 |                                                      |  |  | 8.2 | 
|Granted                                           |  |        |      |   |                                                      |   |      |                                                      |  |  |     | 
|Exercised                                         |  |        |      |   |                                                      |   |      |                                                      |  |  |     | 
|Forfeited or expired                              |  |        | (210  | ) |                                                      | $ | 1,077 |                                                      |  |  |     | 
|                                                  |  |        |       |   |                                                      |   |       |                                                      |  |  |     | 
|Outstanding at December 31, 2009                  |  |        | 1,280 |   |                                                      | $ | 1,077 |                                                      |  |  | 7.2 | 
|Granted                                           |  |        |      |   |                                                      |   |      |                                                      |  |  |     | 
|Exercised                                         |  |        |      |   |                                                      |   |      |                                                      |  |  |     | 
|Forfeited or expired                              |  |        |      |   |                                                      |   |      |                                                      |  |  |     | 
|                                                  |  |        |       |   |                                                      |   |       |                                                      |  |  |     | 
|Outstanding at September 30, 2010                 |  |        | 1,280 |   |                                                      | $ | 1,077 |                                                      |  |  | 6.3 | 
|                                                  |  |        |       |   |                                                      |   |       |                                                      |  |  |     | 
|Vested and expected to vest at September 30, 2010 |  |        | 1,280 |   |                                                      | $ | 1,077 |                                                      |  |  | 6.3 | 
|                                                  |  |        |       |   |                                                      |   |       |                                                      |  |  |     | 
|Exercisable at September 30, 2010                 |  |        | 1,280 |   |                                                      | $ | 1,077 |                                                      |  |  | 6.3 | 
|                                                  |  |        |       |   |                                                      |   |       |                                                      |  |  |     | 

The options were antidilutive as of September 30, 2010 and December 31, 2009, as the fair value of
the options was below the exercise price of the options. 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



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INTCOMEX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

(Unaudited)



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-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. 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. Madden and our former director Ms. 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). The Company did not grant any restricted shares of common stock during the three and nine months ended September 30, 2009.



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INTCOMEX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

(Unaudited)





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-Date
Fair Valueper Share(in dollars) |  
|Unvested Balance at January 1, 2009    |  |                                               | 155 |   |                                                            | $ | 1,225 | (1)
|Granted                                |  |                                               | 192 |   |                                                            | $ | 521   | (2)
|Vested                                 |  |                                               |    |   |                                                            |   |      |    
|Forfeited                              |  |                                               | (41 | ) |                                                            | $ | 1,225 |    
|                                       |  |                                               |     |   |                                                            |   |       |    
|Unvested Balance at December 31, 2009  |  |                                               | 306 |   |                                                            | $ | 1,040 | (3)
|                                       |  |                                               |     |   |                                                            |   |       |    
|Granted                                |  |                                               | 128 |   |                                                            | $ | 790   | (4)
|Vested                                 |  |                                               |    |   |                                                            |   |      |    
|Forfeited                              |  |                                               |    |   |                                                            |   |      |    
|                                       |  |                                               |     |   |                                                            |   |       |    
|Unvested Balance at September 30, 2010 |  |                                               | 434 |   |                                                            | $ | 910   | (3)
|                                       |  |                                               |     |   |                                                            |   |       |    



|(1) | The fair value was estimated by the Company on the date the Company received unanimous shareholder approval of the grant.
|--- | -------------------------------------------------------------------------------------------------------------------------

|(2) | The fair value was determined as of the date the Company received unanimous shareholder approval of the grant.
|--- | --------------------------------------------------------------------------------------------------------------

|(3) | 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.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | The fair value was determined as of the date the Company granted the shares.
|--- | ----------------------------------------------------------------------------

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.

Note 11. Additional Paid in Capital

Total compensation expense for
share-based compensation arrangements charged against income was $29 and $55 for the three months ended September 30, 2010 and 2009, respectively, and $123 and $185 for the nine months ended September 30, 2010 and 2009, respectively. For a
detailed discussion of the share-based compensation, see Note 9. Share-Based Compensation in these Notes to Unaudited Condensed Consolidated Financial Statements.



22



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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 following countries: Argentina, Chile, Colombia,
Costa Rica, Ecuador, El Salvador, Guatemala, Jamaica, Mexico, Panama, Peru, and Uruguay and a sales office in Brazil, collectively, our In-country Operations. The In-country Operations 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 EndedSeptember 30, |         |   | For the Nine Months 
EndedSeptember 30, |  
|                                                |  | 2010                                    |         |   | 2009                                    |   |         | 2010 |  |   | 2009     |  
|Statement of Operations Data:                   |  |                                         |         |   |                                         |   |         |      |  |   |          |   |  |   |          |  
|Revenue                                         |  |                                         |         |   |                                         |   |         |      |  |   |          |   |  |   |          |  
|Miami Operations                                |  |                                         |         |   |                                         |   |         |      |  |   |          |   |  |   |          |  
|Revenue from unaffiliated customers(1)          |  | $                                       | 53,416  |   |                                         | $ | 61,304  |      |  | $ | 167,471  |   |  | $ | 173,482  |  
|Intersegment                                    |  |                                         | 62,930  |   |                                         |   | 58,053  |      |  |   | 209,588  |   |  |   | 169,549  |  
|                                                |  |                                         |         |   |                                         |   |         |      |  |   |          |   |  |   |          |  
|Total Miami Operations                          |  |                                         | 116,346 |   |                                         |   | 119,357 |      |  |   | 377,059  |   |  |   | 343,031  |  
|In-country Operations                           |  |                                         |         |   |                                         |   |         |      |  |   |          |   |  |   |          |  
|In-country Operations, excluding Intcomex Chile |  |                                         | 135,660 |   |                                         |   | 115,451 |      |  |   | 393,605  |   |  |   | 346,942  |  
|Intcomex Chile                                  |  |                                         | 59,213  |   |                                         |   | 54,528  |      |  |   | 181,476  |   |  |   | 140,809  |  
|                                                |  |                                         |         |   |                                         |   |         |      |  |   |          |   |  |   |          |  
|In-country Operations                           |  |                                         | 194,873 |   |                                         |   | 169,979 |      |  |   | 575,081  |   |  |   | 487,751  |  
|Eliminations of inter-segment                   |  |                                         | (62,930 | ) |                                         |   | (58,053 | )    |  |   | (209,588 | ) |  |   | (169,549 | )
|                                                |  |                                         |         |   |                                         |   |         |      |  |   |          |   |  |   |          |  
|Total revenue                                   |  | $                                       | 248,289 |   |                                         | $ | 231,283 |      |  | $ | 742,552  |   |  | $ | 661,233  |  
|                                                |  |                                         |         |   |                                         |   |         |      |  |   |          |   |  |   |          |  
|                                                |  |                                         |         |  
|Operating income                                |  |                                         |         |   |                                         |   |         |      |  |   |          |   |  |   |          |  
|Miami Operations                                |  | $                                       | 619     |   |                                         | $ | 1,526   |      |  | $ | 3,078    |   |  | $ | 1,733    |  
|In-country Operations                           |  |                                         | 2,103   |   |                                         |   | 4,949   |      |  |   | 11,068   |   |  |   | 10,395   |  
|                                                |  |                                         |         |   |                                         |   |         |      |  |   |          |   |  |   |          |  
|Total operating income                          |  | $                                       | 2,722   |   |                                         | $ | 6,475   |      |  | $ | 14,146   |   |  | $ | 12,128   |  
|                                                |  |                                         |         |   |                                         |   |         |      |  |   |          |   |  |   |          |  



23



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##### Table of Contents

INTCOMEX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

(Unaudited)





|                                                |  |                         |         |  |                        |   |         | 
|----------------------------------------------- |  | ----------------------- | ------- |  | ---------------------- | - | ------- | 
|                                                |  | As
ofSeptember 30, 2010 |         |  | As
ofDecember 31, 2009 |  
|Balance Sheet Data:                             |  |                         |         |  |                        |   |         | 
|Assets                                          |  |                         |         |  |                        |   |         | 
|Miami Operations                                |  | $                       | 140,261 |  |                        | $ | 126,440 | 
|In-country Operations                           |  |                         |         |  |                        |   |         | 
|In-country Operations, excluding Intcomex Chile |  |                         | 110,279 |  |                        |   | 98,342  | 
|Intcomex Chile                                  |  |                         | 99,678  |  |                        |   | 83,319  | 
|                                                |  |                         |         |  |                        |   |         | 
|In-country Operations                           |  |                         | 209,957 |  |                        |   | 181,661 | 
|                                                |  |                         |         |  |                        |   |         | 
|Total assets                                    |  | $                       | 350,218 |  |                        | $ | 308,101 | 
|                                                |  |                         |         |  |                        |   |         | 
|Property & equipment, net                       |  |                         |         |  |                        |   |         | 
|Miami Operations                                |  | $                       | 7,406   |  |                        | $ | 7,538   | 
|In-country Operations                           |  |                         | 9,131   |  |                        |   | 8,757   | 
|                                                |  |                         |         |  |                        |   |         | 
|Total property & equipment, net                 |  | $                       | 16,537  |  |                        | $ | 16,295  | 
|                                                |  |                         |         |  |                        |   |         | 
|Goodwill                                        |  |                         |         |  |                        |   |         | 
|Miami Operations                                |  | $                       |        |  |                        | $ |        | 
|In-country Operations                           |  |                         | 13,837  |  |                        |   | 13,704  | 
|                                                |  |                         |         |  |                        |   |         | 
|Total goodwill                                  |  | $                       | 13,837  |  |                        | $ | 13,704  | 
|                                                |  |                         |         |  |                        |   |         | 



|(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

At September 30, 2010 and December 31, 2009, the carrying value of the $120,000 principal amount of the 131/4% Senior Notes was $114,534 and $113,346,
respectively. The 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). The 113/4% Senior Notes were unconditionally guaranteed by each of the Subsidiary Guarantors, with the exception of the Non-Guarantor Subsidiaries. Each of the note guarantees covers the full amount of the 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 promulgated 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 131/4% Senior Notes on a combined basis and the Non-Guarantor Subsidiaries on a combined basis.

The indentures governing the
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, 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 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 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.



24



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##### Table of Contents

INTCOMEX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

(Unaudited)



CONDENSED CONSOLIDATING BALANCE SHEET

As of September 30, 2010



|                                           |  |                       |         |  |            |   |         |                |  |   |              |  |  |                           |          |   |  |   |         | 
|------------------------------------------ |  | --------------------- | ------- |  | ---------- | - | ------- | -------------- |  | - | ------------ |  |  | ------------------------- | -------- | - |  | - | ------- | 
|                                           |  | INTCOMEX,INC.(PARENT) |         |  | GUARANTORS |   |         | NON-GUARANTORS |  |   | ELIMINATIONS |  |  | INTCOMEX,INC.CONSOLIDATED |         
|Current assets                             |  |                       |         |  |            |   |         |                |  |   |              |  |  |                           |          |   |  |   |         | 
|Cash and equivalents                       |  | $                     |        |  |            | $ | 269     |                |  | $ | 27,503       |  |  | $                         |         |   |  | $ | 27,772  | 
|Trade accounts receivable, net             |  |                       |        |  |            |   | 72,893  |                |  |   | 77,325       |  |  |                           | (46,880  | ) |  |   | 103,338 | 
|Inventories                                |  |                       |        |  |            |   | 31,198  |                |  |   | 95,553       |  |  |                           |         |   |  |   | 126,751 | 
|Other                                      |  |                       | 41,412  |  |            |   | 5,764   |                |  |   | 76,988       |  |  |                           | (81,773  | ) |  |   | 42,391  | 
|                                           |  |                       |         |  |            |   |         |                |  |   |              |  |  |                           |          |   |  |   |         | 
|Total current assets                       |  |                       | 41,412  |  |            |   | 110,124 |                |  |   | 277,369      |  |  |                           | (128,653 | ) |  |   | 300,252 | 
|                                           |  |                       |         |  |           
|Long-term assets                           |  |                       |         |  |            |   |         |                |  |   |              |  |  |                           |          |   |  |   |         | 
|Property and equipment, net                |  |                       | 4,457   |  |            |   | 2,949   |                |  |   | 9,131        |  |  |                           |         |   |  |   | 16,537  | 
|Investments in subsidiaries                |  |                       | 136,021 |  |            |   | 213,936 |                |  |   |             |  |  |                           | (349,957 | ) |  |   |        | 
|Goodwill                                   |  |                       |        |  |            |   | 7,418   |                |  |   | 6,419        |  |  |                           |         |   |  |   | 13,837  | 
|Other                                      |  |                       | 15,551  |  |            |   | 52,595  |                |  |   | 3,863        |  |  |                           | (52,417  | ) |  |   | 19,592  | 
|                                           |  |                       |         |  |            |   |         |                |  |   |              |  |  |                           |          |   |  |   |         | 
|Total assets                               |  | $                     | 197,441 |  |            | $ | 387,022 |                |  | $ | 296,782      |  |  | $                         | (531,027 | ) |  | $ | 350,218 | 
|                                           |  |                       |         |  |            |   |         |                |  |   |              |  |  |                           |          |   |  |   |         | 
|Liabilities and shareholders equity       |  |                       |         |  |            |   |         |                |  |   |              |  |  |                           |          |   |  |   |         | 
|Current liabilities                        |  | $                     | 7,026   |  |            | $ | 166,389 |                |  | $ | 144,964      |  |  | $                         | (128,612 | ) |  | $ | 189,767 | 
|Long-term debt, net of current maturities  |  |                       | 114,534 |  |            |   | 334     |                |  |   | 608          |  |  |                           |         |   |  |   | 115,476 | 
|Other long-term liabilities                |  |                       | 35,223  |  |            |   | 18,322  |                |  |   | 3,199        |  |  |                           | (52,427  | ) |  |   | 4,317   | 
|                                           |  |                       |         |  |            |   |         |                |  |   |              |  |  |                           |          |   |  |   |         | 
|Total liabilities                          |  |                       | 156,783 |  |            |   | 185,045 |                |  |   | 148,771      |  |  |                           | (181,039 | ) |  |   | 309,560 | 
|Total shareholders equity                 |  |                       | 40,658  |  |            |   | 201,977 |                |  |   | 148,011      |  |  |                           | (349,988 | ) |  |   | 40,658  | 
|                                           |  |                       |         |  |            |   |         |                |  |   |              |  |  |                           |          |   |  |   |         | 
|Total liabilities and shareholders equity |  | $                     | 197,441 |  |            | $ | 387,022 |                |  | $ | 296,782      |  |  | $                         | (531,027 | ) |  | $ | 350,218 | 
|                                           |  |                       |         |  |            |   |         |                |  |   |              |  |  |                           |          |   |  |   |         | 



25



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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, 2009



|                                           |  |                       |         |  |            |   |         |                |  |   |              |  |  |                           |          |   |  |   |         | 
|------------------------------------------ |  | --------------------- | ------- |  | ---------- | - | ------- | -------------- |  | - | ------------ |  |  | ------------------------- | -------- | - |  | - | ------- | 
|                                           |  | INTCOMEX,INC.(PARENT) |         |  | GUARANTORS |   |         | NON-GUARANTORS |  |   | ELIMINATIONS |  |  | INTCOMEX,INC.CONSOLIDATED |         
|Current assets                             |  |                       |         |  |            |   |         |                |  |   |              |  |  |                           |          |   |  |   |         | 
|Cash and equivalents                       |  | $                     | 2,637   |  |            | $ | 41      |                |  | $ | 24,556       |  |  | $                         |         |   |  | $ | 27,234  | 
|Trade accounts receivable, net             |  |                       |        |  |            |   | 61,830  |                |  |   | 77,547       |  |  |                           | (39,139  | ) |  |   | 100,238 | 
|Inventories                                |  |                       |        |  |            |   | 26,743  |                |  |   | 68,442       |  |  |                           |         |   |  |   | 95,185  | 
|Other                                      |  |                       | 41,089  |  |            |   | 3,832   |                |  |   | 69,367       |  |  |                           | (79,795  | ) |  |   | 34,493  | 
|                                           |  |                       |         |  |            |   |         |                |  |   |              |  |  |                           |          |   |  |   |         | 
|Total current assets                       |  |                       | 43,726  |  |            |   | 92,446  |                |  |   | 239,912      |  |  |                           | (118,934 | ) |  |   | 257,150 | 
|                                           |  |                       |         |  |           
|Long-term assets                           |  |                       |         |  |            |   |         |                |  |   |              |  |  |                           |          |   |  |   |         | 
|Property and equipment, net                |  |                       | 3,994   |  |            |   | 3,543   |                |  |   | 8,758        |  |  |                           |         |   |  |   | 16,295  | 
|Investments in subsidiaries                |  |                       | 121,648 |  |            |   | 197,991 |                |  |   | 371          |  |  |                           | (320,010 | ) |  |   |        | 
|Goodwill                                   |  |                       |        |  |            |   | 7,418   |                |  |   | 6,286        |  |  |                           |         |   |  |   | 13,704  | 
|Other                                      |  |                       | 15,010  |  |            |   | 42,990  |                |  |   | 4,906        |  |  |                           | (41,954  | ) |  |   | 20,952  | 
|                                           |  |                       |         |  |            |   |         |                |  |   |              |  |  |                           |          |   |  |   |         | 
|Total assets                               |  | $                     | 184,378 |  |            | $ | 344,388 |                |  | $ | 260,233      |  |  | $                         | (480,898 | ) |  | $ | 308,101 | 
|                                           |  |                       |         |  |            |   |         |                |  |   |              |  |  |                           |          |   |  |   |         | 
|Liabilities and shareholders equity       |  |                       |         |  |            |   |         |                |  |   |              |  |  |                           |          |   |  |   |         | 
|Current liabilities                        |  | $                     | 2,974   |  |            | $ | 142,477 |                |  | $ | 119,644      |  |  | $                         | (118,638 | ) |  | $ | 146,457 | 
|Long-term debt, net of current maturities  |  |                       | 113,346 |  |            |   | 628     |                |  |   | 451          |  |  |                           |         |   |  |   | 114,425 | 
|Other long-term liabilities                |  |                       | 25,324  |  |            |   | 18,895  |                |  |   | 2,486        |  |  |                           | (42,220  | ) |  |   | 4,485   | 
|                                           |  |                       |         |  |            |   |         |                |  |   |              |  |  |                           |          |   |  |   |         | 
|Total liabilities                          |  |                       | 141,644 |  |            |   | 162,000 |                |  |   | 122,581      |  |  |                           | (160,858 | ) |  |   | 265,367 | 
|Total shareholders equity                 |  |                       | 42,734  |  |            |   | 182,388 |                |  |   | 137,652      |  |  |                           | (320,040 | ) |  |   | 42,734  | 
|                                           |  |                       |         |  |            |   |         |                |  |   |              |  |  |                           |          |   |  |   |         | 
|Total liabilities and shareholders equity |  | $                     | 184,378 |  |            | $ | 344,388 |                |  | $ | 260,233      |  |  | $                         | (480,898 | ) |  | $ | 308,101 | 
|                                           |  |                       |         |  |            |   |         |                |  |   |              |  |  |                           |          |   |  |   |         | 



26



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##### Table of Contents

INTCOMEX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

(Unaudited)



CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

Three Months Ended September 30, 2010



|                                                          |  |                       |        |   |            |   |         |                |  |   |              |   |  |                           |         |   |  |   |         |  
|--------------------------------------------------------- |  | --------------------- | ------ | - | ---------- | - | ------- | -------------- |  | - | ------------ | - |  | ------------------------- | ------- | - |  | - | ------- | -
|                                                          |  | INTCOMEX,INC.(PARENT) |        |   | GUARANTORS |   |         | NON-GUARANTORS |  |   | ELIMINATIONS |   |  | INTCOMEX,INC.CONSOLIDATED |        
|Revenue                                                   |  | $                     |       |   |            | $ | 116,346 |                |  | $ | 194,873      |   |  | $                         | (62,930 | ) |  | $ | 248,289 |  
|Cost of revenue                                           |  |                       |       |   |            |   | 109,050 |                |  |   | 178,788      |   |  |                           | (63,102 | ) |  |   | 224,736 |  
|                                                          |  |                       |        |   |            |   |         |                |  |   |              |   |  |                           |         |   |  |   |         |  
|Gross profit                                              |  |                       |       |   |            |   | 7,296   |                |  |   | 16,085       |   |  |                           | 172     |   |  |   | 23,553  |  
|Operating expenses                                        |  |                       | 2,239  |   |            |   | 4,611   |                |  |   | 13,981       |   |  |                           |        |   |  |   | 20,831  |  
|                                                          |  |                       |        |   |            |   |         |                |  |   |              |   |  |                           |         |   |  |   |         |  
|Operating (loss) income                                   |  |                       | (2,239 | ) |            |   | 2,685   |                |  |   | 2,104        |   |  |                           | 172     |   |  |   | 2,722   |  
|Other expense, net                                        |  |                       |        |   |            |   |         |                |  |   |              |   |  |                           |         |   |  |   |         |  
|Interest expense, net                                     |  |                       | 5,068  |   |            |   | 678     |                |  |   | (365         | ) |  |                           |        |   |  |   | 5,381   |  
|Other, net                                                |  |                       | (5,313 | ) |            |   | (5,428  | )              |  |   | (266         | ) |  |                           | 8,740   |   |  |   | (2,267  | )
|                                                          |  |                       |        |   |            |   |         |                |  |   |              |   |  |                           |         |   |  |   |         |  
|Total other expense (income)                              |  |                       | (245   | ) |            |   | (4,750  | )              |  |   | (631         | ) |  |                           | 8,740   |   |  |   | 3,114   |  
|(Loss) income before (benefit) provision for income taxes |  |                       | (1,994 | ) |            |   | 7,435   |                |  |   | 2,735        |   |  |                           | (8,568  | ) |  |   | (392    | )
|(Benefit) provision for income taxes                      |  |                       | (1,796 | ) |            |   | 1,531   |                |  |   | 71           |   |  |                           |        |   |  |   | (194    | )
|                                                          |  |                       |        |   |            |   |         |                |  |   |              |   |  |                           |         |   |  |   |         |  
|Net (loss) income                                         |  | $                     | (198   | ) |            | $ | 5,904   |                |  | $ | 2,664        |   |  | $                         | (8,568  | ) |  | $ | (198    | )
|                                                          |  |                       |        |   |            |   |         |                |  |   |              |   |  |                           |         |   |  |   |         |  

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

Three Months Ended September 30, 2009



|                                                          |  |                       |        |   |            |   |         |                |  |   |              |   |  |                           |         |   |  |   |         | 
|--------------------------------------------------------- |  | --------------------- | ------ | - | ---------- | - | ------- | -------------- |  | - | ------------ | - |  | ------------------------- | ------- | - |  | - | ------- | 
|                                                          |  | INTCOMEX,INC.(PARENT) |        |   | GUARANTORS |   |         | NON-GUARANTORS |  |   | ELIMINATIONS |   |  | INTCOMEX,INC.CONSOLIDATED |        
|Revenue                                                   |  | $                     |       |   |            | $ | 119,355 |                |  | $ | 169,981      |   |  | $                         | (58,053 | ) |  | $ | 231,283 | 
|Cost of revenue                                           |  |                       |       |   |            |   | 112,139 |                |  |   | 153,879      |   |  |                           | (58,068 | ) |  |   | 207,950 | 
|                                                          |  |                       |        |   |            |   |         |                |  |   |              |   |  |                           |         |   |  |   |         | 
|Gross profit                                              |  |                       |       |   |            |   | 7,216   |                |  |   | 16,102       |   |  |                           | 15      |   |  |   | 23,333  | 
|Operating expenses                                        |  |                       | 1,803  |   |            |   | 3,847   |                |  |   | 11,208       |   |  |                           |        |   |  |   | 16,858  | 
|                                                          |  |                       |        |   |            |   |         |                |  |   |              |   |  |                           |         |   |  |   |         | 
|Operating (loss) income                                   |  |                       | (1,803 | ) |            |   | 3,369   |                |  |   | 4,894        |   |  |                           | 15      |   |  |   | 6,475   | 
|Other expense, net                                        |  |                       |        |   |            |   |         |                |  |   |              |   |  |                           |         |   |  |   |         | 
|Interest expense, net                                     |  |                       | 3,752  |   |            |   | 342     |                |  |   | (404         | ) |  |                           |        |   |  |   | 3,690   | 
|Other, net                                                |  |                       | (4,535 | ) |            |   | (6,431  | )              |  |   | (194         | ) |  |                           | 11,182  |   |  |   | 22      | 
|                                                          |  |                       |        |   |            |   |         |                |  |   |              |   |  |                           |         |   |  |   |         | 
|Total other (income) expense                              |  |                       | (783   | ) |            |   | (6,089  | )              |  |   | (598         | ) |  |                           | 11,182  |   |  |   | 3,712   | 
|Income (loss) before (benefit) provision for income taxes |  |                       | (1,020 | ) |            |   | 9,458   |                |  |   | 5,492        |   |  |                           | (11,167 | ) |  |   | 2,763   | 
|(Benefit) provision for income taxes                      |  |                       | (2,875 | ) |            |   | 2,700   |                |  |   | 1,083        |   |  |                           |        |   |  |   | 908     | 
|                                                          |  |                       |        |   |            |   |         |                |  |   |              |   |  |                           |         |   |  |   |         | 
|Net income (loss)                                         |  | $                     | 1,855  |   |            | $ | 6,758   |                |  | $ | 4,409        |   |  | $                         | (11,167 | ) |  | $ | 1,855   | 
|                                                          |  |                       |        |   |            |   |         |                |  |   |              |   |  |                           |         |   |  |   |         | 



27



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##### Table of Contents

INTCOMEX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

(Unaudited)



CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

Nine Months Ended September 30, 2010



|                                                          |  |                       |         |   |            |   |         |                |  |   |              |   |  |                           |          |   |  |   |         |  
|--------------------------------------------------------- |  | --------------------- | ------- | - | ---------- | - | ------- | -------------- |  | - | ------------ | - |  | ------------------------- | -------- | - |  | - | ------- | -
|                                                          |  | INTCOMEX,INC.(PARENT) |         |   | GUARANTORS |   |         | NON-GUARANTORS |  |   | ELIMINATIONS |   |  | INTCOMEX,INC.CONSOLIDATED |         
|Revenue                                                   |  | $                     |        |   |            | $ | 377,059 |                |  | $ | 575,081      |   |  | $                         | (209,588 | ) |  | $ | 742,552 |  
|Cost of revenue                                           |  |                       |        |   |            |   | 354,176 |                |  |   | 526,194      |   |  |                           | (209,310 | ) |  |   | 671,060 |  
|                                                          |  |                       |         |   |            |   |         |                |  |   |              |   |  |                           |          |   |  |   |         |  
|Gross profit                                              |  |                       |        |   |            |   | 22,883  |                |  |   | 48,887       |   |  |                           | (278     | ) |  |   | 71,492  |  
|Operating expenses                                        |  |                       | 6,310   |   |            |   | 13,217  |                |  |   | 37,819       |   |  |                           |         |   |  |   | 57,346  |  
|                                                          |  |                       |         |   |            |   |         |                |  |   |              |   |  |                           |          |   |  |   |         |  
|Operating (loss) income                                   |  |                       | (6,310  | ) |            |   | 9,666   |                |  |   | 11,068       |   |  |                           | (278     | ) |  |   | 14,146  |  
|Other expense, net                                        |  |                       |         |   |            |   |         |                |  |   |              |   |  |                           |          |   |  |   |         |  
|Interest expense, net                                     |  |                       | 14,984  |   |            |   | 1,546   |                |  |   | (1,222       | ) |  |                           |         |   |  |   | 15,308  |  
|Other, net                                                |  |                       | (14,668 | ) |            |   | (15,189 | )              |  |   | 2,007        |   |  |                           | 27,098   |   |  |   | (752    | )
|                                                          |  |                       |         |   |            |   |         |                |  |   |              |   |  |                           |          |   |  |   |         |  
|Total other expense (income)                              |  |                       | 316     |   |            |   | (13,643 | )              |  |   | 785          |   |  |                           | 27,098   |   |  |   | 14,556  |  
|(Loss) income before (benefit) provision for income taxes |  |                       | (6,626  | ) |            |   | 23,309  |                |  |   | 10,283       |   |  |                           | (27,376  | ) |  |   | (410    | )
|(Benefit) provision for income taxes                      |  |                       | (4,716  | ) |            |   | 4,042   |                |  |   | 2,174        |   |  |                           |         |   |  |   | 1,500   |  
|                                                          |  |                       |         |   |            |   |         |                |  |   |              |   |  |                           |          |   |  |   |         |  
|Net (loss) income                                         |  | $                     | (1,910  | ) |            | $ | 19,267  |                |  | $ | 8,109        |   |  | $                         | (27,376  | ) |  | $ | (1,910  | )
|                                                          |  |                       |         |   |            |   |         |                |  |   |              |   |  |                           |          |   |  |   |         |  

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

Nine Months Ended September 30, 2009



|                                                          |  |                       |         |   |            |   |         |                |  |   |              |   |  |                           |          |   |  |   |         |  
|--------------------------------------------------------- |  | --------------------- | ------- | - | ---------- | - | ------- | -------------- |  | - | ------------ | - |  | ------------------------- | -------- | - |  | - | ------- | -
|                                                          |  | INTCOMEX,INC.(PARENT) |         |   | GUARANTORS |   |         | NON-GUARANTORS |  |   | ELIMINATIONS |   |  | INTCOMEX,INC.CONSOLIDATED |         
|Revenue                                                   |  | $                     |        |   |            | $ | 343,030 |                |  | $ | 487,752      |   |  | $                         | (169,549 | ) |  | $ | 661,233 |  
|Cost of revenue                                           |  |                       |        |   |            |   | 322,728 |                |  |   | 442,984      |   |  |                           | (169,602 | ) |  |   | 596,110 |  
|                                                          |  |                       |         |   |            |   |         |                |  |   |              |   |  |                           |          |   |  |   |         |  
|Gross profit                                              |  |                       |        |   |            |   | 20,302  |                |  |   | 44,768       |   |  |                           | 53       |   |  |   | 65,123  |  
|Operating expenses                                        |  |                       | 6,010   |   |            |   | 12,503  |                |  |   | 34,482       |   |  |                           |         |   |  |   | 52,995  |  
|                                                          |  |                       |         |   |            |   |         |                |  |   |              |   |  |                           |          |   |  |   |         |  
|Operating (loss) income                                   |  |                       | (6,010  | ) |            |   | 7,799   |                |  |   | 10,286       |   |  |                           | 53       |   |  |   | 12,128  |  
|Other expense, net                                        |  |                       |         |   |            |   |         |                |  |   |              |   |  |                           |          |   |  |   |         |  
|Interest expense, net                                     |  |                       | 11,018  |   |            |   | 1,276   |                |  |   | (1,200       | ) |  |                           |         |   |  |   | 11,094  |  
|Other, net                                                |  |                       | (17,114 | ) |            |   | (15,674 | )              |  |   | (1,762       | ) |  |                           | 29,149   |   |  |   | (5,401  | )
|                                                          |  |                       |         |   |            |   |         |                |  |   |              |   |  |                           |          |   |  |   |         |  
|Total other (income) expense                              |  |                       | (6,096  | ) |            |   | (14,398 | )              |  |   | (2,962       | ) |  |                           | 29,149   |   |  |   | 5,693   |  
|Income (loss) before (benefit) provision for income taxes |  |                       | 86      |   |            |   | 22,197  |                |  |   | 13,248       |   |  |                           | (29,096  | ) |  |   | 6,435   |  
|(Benefit) provision for income taxes                      |  |                       | (4,680  | ) |            |   | 4,117   |                |  |   | 2,232        |   |  |                           |         |   |  |   | 1,669   |  
|                                                          |  |                       |         |   |            |   |         |                |  |   |              |   |  |                           |          |   |  |   |         |  
|Net income (loss)                                         |  | $                     | 4,766   |   |            | $ | 18,080  |                |  | $ | 11,016       |   |  | $                         | (29,096  | ) |  | $ | 4,766   |  
|                                                          |  |                       |         |   |            |   |         |                |  |   |              |   |  |                           |          |   |  |   |         |  



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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

Nine Months Ended September 30, 2010



|                                                     |  |                       |         |   |            |   |         |                |  |   |              |   |  |                           |   |  |  |   |         |  
|---------------------------------------------------- |  | --------------------- | ------- | - | ---------- | - | ------- | -------------- |  | - | ------------ | - |  | ------------------------- | - |  |  | - | ------- | -
|                                                     |  | INTCOMEX,INC.(PARENT) |         |   | GUARANTORS |   |         | NON-GUARANTORS |  |   | ELIMINATIONS |   |  | INTCOMEX,INC.CONSOLIDATED |  
|Cash flows from operating activities                 |  | $                     | (11,093 | ) |            | $ | (8,411  | )              |  | $ | 2,916        |   |  | $                         |  |  |  | $ | (16,588 | )
|                                                     |  |                       |         |   |            |   |         |                |  |   |              |   |  |                           |   |  |  |   |         |  
|Cash flows from investing activities                 |  |                       |         |   |            |   |         |                |  |   |              |   |  |                           |   |  |  |   |         |  
|Purchases of property and equipment, net             |  |                       | (1,522  | ) |            |   | (87     | )              |  |   | (1,726       | ) |  |                           |  |  |  |   | (3,335  | )
|Other                                                |  |                       | 9,978   |   |            |   | (9,964  | )              |  |   | (115         | ) |  |                           |  |  |  |   | (101    | )
|                                                     |  |                       |         |   |            |   |         |                |  |   |              |   |  |                           |   |  |  |   |         |  
|Cash flows from investing activities                 |  |                       | 8,456   |   |            |   | (10,051 | )              |  |   | (1,841       | ) |  |                           |  |  |  |   | (3,436  | )
|                                                     |  |                       |         |   |            |   |         |                |  |   |              |   |  |                           |   |  |  |   |         |  
|Cash flows from financing activities                 |  |                       |         |   |            |   |         |                |  |   |              |   |  |                           |   |  |  |   |         |  
|Payments under lines of credit, net                  |  |                       |        |   |            |   | 18,883  |                |  |   | 2,147        |   |  |                           |   |  |  |   | 21,030  |  
|Borrowings under long-term debt                      |  |                       |        |   |            |   |        |                |  |   | 528          |   |  |                           |  |  |  |   | 528     |  
|Payments of long-term debt                           |  |                       |        |   |            |   | (193    | )              |  |   | (256         | ) |  |                           |  |  |  |   | (449    | )
|                                                     |  |                       |         |   |            |   |         |                |  |   |              |   |  |                           |   |  |  |   |         |  
|Cash flows from financing activities                 |  |                       |        |   |            |   | 18,690  |                |  |   | 2,419        |   |  |                           |  |  |  |   | 21,109  |  
|                                                     |  |                       |         |   |            |   |         |                |  |   |              |   |  |                           |   |  |  |   |         |  
|Effects of exchange rate changes on cash             |  |                       |        |   |            |   |        |                |  |   | (547         | ) |  |                           |  |  |  |   | (547    | )
|                                                     |  |                       |         |   |            |   |         |                |  |   |              |   |  |                           |   |  |  |   |         |  
|Net (decrease) increase in cash and cash equivalents |  |                       | (2,637  | ) |            |   | 228     |                |  |   | 2,947        |   |  |                           |  |  |  |   | 538     |  
|Cash and cash equivalents, beginning of period       |  |                       | 2,637   |   |            |   | 41      |                |  |   | 24,556       |   |  |                           |  |  |  |   | 27,234  |  
|                                                     |  |                       |         |   |            |   |         |                |  |   |              |   |  |                           |   |  |  |   |         |  
|Cash and cash equivalents, end of period             |  | $                     |        |   |            | $ | 269     |                |  | $ | 27,503       |   |  | $                         |  |  |  | $ | 27,772  |  
|                                                     |  |                       |         |   |            |   |         |                |  |   |              |   |  |                           |   |  |  |   |         |  

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

Nine Months Ended September 30, 2009



|                                               |  |                       |         |   |            |   |         |                |  |   |              |   |  |                           |   |  |  |   |        |  
|---------------------------------------------- |  | --------------------- | ------- | - | ---------- | - | ------- | -------------- |  | - | ------------ | - |  | ------------------------- | - |  |  | - | ------ | -
|                                               |  | INTCOMEX,INC.(PARENT) |         |   | GUARANTORS |   |         | NON-GUARANTORS |  |   | ELIMINATIONS |   |  | INTCOMEX,INC.CONSOLIDATED |  
|Cash flows from operating activities           |  | $                     | (14,698 | ) |            | $ | 18,217  |                |  | $ | (2,147       | ) |  | $                         |  |  |  | $ | 1,372  |  
|                                               |  |                       |         |   |            |   |         |                |  |   |              |   |  |                           |   |  |  |   |        |  
|Cash flows from investing activities           |  |                       |         |   |            |   |         |                |  |   |              |   |  |                           |   |  |  |   |        |  
|Purchases of property and equipment, net       |  |                       | (945    | ) |            |   | (223    | )              |  |   | (847         | ) |  |                           |  |  |  |   | (2,015 | )
|Other                                          |  |                       | 18,202  |   |            |   | (17,952 | )              |  |   | (374         | ) |  |                           |  |  |  |   | (124   | )
|                                               |  |                       |         |   |            |   |         |                |  |   |              |   |  |                           |   |  |  |   |        |  
|Cash flows from investing activities           |  |                       | 17,257  |   |            |   | (18,175 | )              |  |   | (1,221       | ) |  |                           |  |  |  |   | (2,139 | )
|                                               |  |                       |         |   |            |   |         |                |  |   |              |   |  |                           |   |  |  |   |        |  
|Cash flows from financing activities           |  |                       |         |   |            |   |         |                |  |   |              |   |  |                           |   |  |  |   |        |  
|Payments under lines of credit, net            |  |                       |        |   |            |   | 425     |                |  |   | 4,278        |   |  |                           |   |  |  |   | 4,703  |  
|Borrowings under long-term debt                |  |                       |        |   |            |   |        |                |  |   | 79           |   |  |                           |  |  |  |   | 79     |  
|Payments of long-term debt                     |  |                       | (2,556  | ) |            |   | (289    | )              |  |   | (201         | ) |  |                           |  |  |  |   | (3,046 | )
|                                               |  |                       |         |   |            |   |         |                |  |   |              |   |  |                           |   |  |  |   |        |  
|Cash flows from financing activities           |  |                       | (2,556  | ) |            |   | 136     |                |  |   | 4,156        |   |  |                           |  |  |  |   | 1,736  |  
|                                               |  |                       |         |   |            |   |         |                |  |   |              |   |  |                           |   |  |  |   |        |  
|Effects of exchange rate changes on cash       |  |                       |        |   |            |   |        |                |  |   | 11           |   |  |                           |  |  |  |   | 11     |  
|                                               |  |                       |         |   |            |   |         |                |  |   |              |   |  |                           |   |  |  |   |        |  
|Net increase in cash and cash equivalents      |  |                       | 3       |   |            |   | 178     |                |  |   | 799          |   |  |                           |  |  |  |   | 980    |  
|Cash and cash equivalents, beginning of period |  |                       |        |   |            |   | 26      |                |  |   | 22,318       |   |  |                           |  |  |  |   | 22,344 |  
|                                               |  |                       |         |   |            |   |         |                |  |   |              |   |  |                           |   |  |  |   |        |  
|Cash and cash equivalents, end of period       |  | $                     | 3       |   |            | $ | 204     |                |  | $ | 23,117       |   |  | $                         |  |  |  | $ | 23,324 |  
|                                               |  |                       |         |   |            |   |         |                |  |   |              |   |  |                           |   |  |  |   |        |  



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

Forward-Looking Statements

This Quarterly Report on Form 10-Q (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 (the Securities Act) and the Securities
Exchange Act of 1934 (the Exchange Act). 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 IT products distribution industry in which we operate. Words such as may, intend, expect,
anticipate, believe, target, goal, project, plan, seek, estimate, continue, 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; - such statements include 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. Readers are cautioned that these forward-looking statements are only predictions and are subject to risks, uncertainties, and assumptions that are difficult to predict, 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 February 22, 2010 (Annual Report) under Part I. Item 1A. Risk Factors. These risks and
uncertainties include, but are not limited to the following:



| |  |  | adverse affect on our business and results of operations due to the recent global economic downturn;
| | - |  | ----------------------------------------------------------------------------------------------------



| |  |  | an increase in competition in the markets in which we operate or plan to operate;
| | - |  | ---------------------------------------------------------------------------------



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



| |  |  | adverse changes in general, regional and country-specific economic and political conditions in Latin America and the Caribbean;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------



| |  |  | fluctuations of other currencies relative to the U.S. dollar;
| | - |  | -------------------------------------------------------------



| |  |  | difficulties in staffing and managing our foreign operations;
| | - |  | -------------------------------------------------------------



| |  |  | departures of our key executive officers;
| | - |  | -----------------------------------------



| |  |  | increases in credit exposure to our customers;
| | - |  | ----------------------------------------------



| |  |  | adverse changes in our relationships with vendors and customers; or
| | - |  | -------------------------------------------------------------------



| |  |  | declines in our inventory values.
| | - |  | ---------------------------------

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 update 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 September 30, 2010, which are included in this Quarterly Report.

Overview

We believe we are the largest pure play value-added distributor of 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 50,000 customers in 40 countries. We offer single source purchasing to our customers by
providing an in-stock selection of more than 6,100 products from over 153 vendors, including the worlds leading IT product manufacturers. From our headquarters and main distribution center in Miami, we support a network of 22 sales and
distribution operations in 12 Latin American and Caribbean countries and a sales office in Brazil.



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Our results for the
three and nine months ended September 30, 2010 reflect an increase in revenue across most of our product lines and our customer markets, as compared to the corresponding period in 2009. Revenue increased $17.0 million, or 7.4% to $248.3 million
for the three months ended September 30, 2010, as compared to $231.3 million for the three months ended September 30, 2009. Revenue increased $81.3 million, or 12.3% to $742.6 million for the nine months ended September 30, 2010, as
compared to $661.2 million for the nine months ended September 30, 2009. The improvement in the global economy, which experienced a downturn in late 2008 and early 2009, was the main driver for the increase in our revenues. Gross profit
increased $0.3 million, or 0.9% to $23.6 million for the three months ended September 30, 2010, as compared to $23.3 million for the three months ended September 30, 2009. Gross profit increased $6.4 million, or 9.8% to $71.5 million for
the nine months ended September 30, 2010, as compared to $65.1 million for the nine months ended September 30, 2009. The improvement in gross profit was the result of the higher sales volume.

Total operating expenses increased $3.9 million, or 23.6% to $20.8 million for the three months ended
September 30, 2010, as compared to $16.9 million for the three months ended September 30, 2009. Total operating expenses increased $4.3 million, or 8.2% to $57.3 million for the nine months ended September 30, 2010, as compared to
$53.0 million for the nine months ended September 30, 2009. The increase in operating expenses resulted primarily from the additional salary and payroll-related expenses incurred during the three and nine months ended September 30, 2010.
Other expense (income) decreased $0.6 million, or 16.1% to $3.1 million during the three months ended September 30, 2010, as compared to $3.7 million for the three months ended September 30, 2009. Other expense (income) increased $8.9
million to $14.6 million during the nine months ended September 30, 2010, as compared to $5.7 million for the nine months ended September 30, 2009. The increase in other expense (income) during the nine months ended September 30, 2010 was
due primarily to the higher interest expense related to our $120.0 million 131/4% Second Priority Senior Secured Notes due December 15, 2014 (the
131/4% Senior Notes) that were issued
concurrent with the redemption and cancellation of the 113/4% Second Priority Senior Secured Notes due January 15, 2011 (the
113/4% Senior Notes). The increase was
also a result of the absence of the $4.4 million gain on the repurchase of $7.1 million of our 113/4% Senior Notes at substantial discounts to their face amounts during the nine months ended September 30, 2009.

Net loss was $0.2 million for the three months ended September 30, 2010, as compared to net income of $1.9 million for the three
months ended September 30, 2009. Net loss was $1.9 million for the nine months ended September 30, 2010, as compared to net income of $4.8 million for the nine months ended September 30, 2009.

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, and the recent downturn in the global economy. 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. We experienced a softening in demand for IT products in Latin America and
the Caribbean as a result of the global economic downturn in late 2008 and throughout 2009.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | 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 18.0% annually between 2001 and 2009, as compared to growth in
revenue from our Miami Operations of an average of 6.5% annually over the same period. Revenue from our In-country Operations accounted for 78.5% and 73.5% of consolidated revenue for the three months ended September 30, 2010 and 2009,
respectively. Revenue from our In-country Operations accounted for 77.4% and 73.8% of consolidated revenue for the nine months ended September 30, 2010 and 2009, 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 U.S. dollar and a significant amount of the operating expenses from our In-country Operations are denominated in currencies other than the 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 the U.S. dollar could have a marginal impact on our results of operations due to lower demand caused by the appreciation of the U.S. dollar. In markets
where our books and records are maintained in currencies other than the U.S. dollar, the appreciation of the local currency will
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | increase our operating expenses and decrease our operating margins in U.S. dollar terms. Our consolidated statements of operations include a foreign exchange gain of $1.8 million and $0.5
million, respectively, for the three months ended September 30, 2010 and 2009, and a foreign exchange gain of $0.6 million and $1.6 million, respectively, for the nine months ended September 30, 2010 and 2009. We periodically engage in
foreign currency 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.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | 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 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 can 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
113/4% Senior Notes outstanding. We financed the tender offer with the
net cash proceeds of $120.0 million aggregate principal amount of the 131/4%
Senior Notes that were sold in a private placement transaction which closed on December 22, 2009. We used the proceeds from the sale of the
131/4% Senior Notes to repay our borrowings under,
and renew our existing senior secured credit facility, repurchase, redeem or otherwise discharge our
113/4% Senior Notes and the balance for general
corporate purposes. For the three months ended September 30, 2010 and 2009, interest expense was $5.5 million and $3.8 million, respectively, and for the nine months ended September 30, 2010 and 2009, interest expense was $15.6 million and
$11.5 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 current 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 our goodwill impairment testing and analysis conducted in
2009, we noted that the fair value of the goodwill of Intcomex Holdings SPC-1, LLC (Intcomex Mexico) exceeded the carrying amount 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 September 30, 2010 and December 31, 2009, the balance of Intcomex Mexicos
goodwill was $3.1 million and $2.9 million, respectively, which represented 9.3% and 9.5%, respectively, of the carrying amount of Intcomex Mexico and less than 1.0% of our total assets. An extended period of economic contraction could result
in a further impairment to the carrying amount of the goodwill of Intcomex Mexico. We did not record an impairment charge for goodwill and identifiable intangible assets for the three and nine months ended September 30, 2010 and 2009.



| |  | 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 net operating loss (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 September 30, 2010
and December 31, 2009, our U.S. and state of Florida NOLs resulted in $16.5 million and $13.3 million, respectively, of deferred tax assets, which will begin to expire in 2026. As of September 30, 2010 and December 31,



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2009, Intcomex Argentina, S.R.L. (Intcomex Argentina) had $4.7 million and $4.0 million, respectively, in NOLs resulting in $1.6 million and $1.4 million, respectively, of deferred
tax assets, which will begin to expire in 2011. As of September 30, 2010 and December 31, 2009, Intcomex Mexico had $1.3 million and $1.1 million, respectively, in NOLs resulting in $0.4 million and $0.3 million, respectively, of deferred
tax assets, which will expire in 2018. As of September 30, 2010 and December 31, 2009, Intcomex Colombia LTDA (Intcomex Colombia) had $0.8 million in NOLs resulting in $0.3 million of deferred tax assets related to a NOL
carryforward.

We periodically analyze the available evidence related to the realization of the deferred tax assets, including
the current economic environment and determine if it is 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 September 30, 2010 and December 31, 2009, we had a valuation allowance of $7.9 million and $4.5 million, respectively, related to our U.S. and state of Florida NOLs
and $2.3 million and $2.0 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 September 30, 2010 versus the quarter ended September 30, 2009

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



|                                                          |  |                                      |         |   |                                      |  |       |                        |  |   |                       |  |  |  |       |  
|--------------------------------------------------------- |  | ------------------------------------ | ------- | - | ------------------------------------ |  | ----- | ---------------------- |  | - | --------------------- |  |  |  | ----- | -
|                                                          |  | Three Months EndedSeptember
30, 2010 |         |   | Three Months EndedSeptember
30, 2009 | 
|                                                          |  | Dollars(in 
thousands)               |         |   | Percentageof 
Revenue                |  |       | Dollars(in 
thousands) |  |   | Percentageof 
Revenue | 
|Revenue                                                   |  | $                                    | 248,289 |   |                                      |  | 100.0 | %                      |  | $ | 231,283               |  |  |  | 100.0 | %
|Cost of revenue                                           |  |                                      | 224,736 |   |                                      |  | 90.5  | %                      |  |   | 207,950               |  |  |  | 89.9  | %
|                                                          |  |                                      |         |   |                                      |  |       |                        |  |   |                       |  |  |  |       |  
|Gross profit                                              |  |                                      | 23,553  |   |                                      |  | 9.5   | %                      |  |   | 23,333                |  |  |  | 10.1  | %
|Selling, general and administrative                       |  |                                      | 19,734  |   |                                      |  | 8.0   | %                      |  |   | 15,780                |  |  |  | 6.8   | %
|Depreciation and amortization                             |  |                                      | 1,097   |   |                                      |  | 0.4   | %                      |  |   | 1,078                 |  |  |  | 0.5   | %
|                                                          |  |                                      |         |   |                                      |  |       |                        |  |   |                       |  |  |  |       |  
|Total operating expenses                                  |  |                                      | 20,831  |   |                                      |  | 8.4   | %                      |  |   | 16,858                |  |  |  | 7.3   | %
|                                                          |  |                                      |         |   |                                      |  |       |                        |  |   |                       |  |  |  |       |  
|Operating income                                          |  |                                      | 2,722   |   |                                      |  | 1.1   | %                      |  |   | 6,475                 |  |  |  | 2.8   | %
|Other expense, net                                        |  |                                      | 3,114   |   |                                      |  | 1.3   | %                      |  |   | 3,712                 |  |  |  | 1.6   | %
|                                                          |  |                                      |         |   |                                      |  |       |                        |  |   |                       |  |  |  |       |  
|(Loss) income before (benefit) provision for income taxes |  |                                      | (392    | ) |                                      |  | (0.2  | )%                     |  |   | 2,763                 |  |  |  | 1.2   | %
|(Benefit) provision for income taxes                      |  |                                      | (194    | ) |                                      |  | (0.1  | )%                     |  |   | 908                   |  |  |  | 0.4   | %
|                                                          |  |                                      |         |   |                                      |  |       |                        |  |   |                       |  |  |  |       |  
|Net (loss) income                                         |  | $                                    | (198    | ) |                                      |  | (0.1  | )%                     |  | $ | 1,855                 |  |  |  | 0.8   | %
|                                                          |  |                                      |         |   |                                      |  |       |                        |  |   |                       |  |  |  |       |  

Revenue. Revenue increased $17.0 million, or 7.4%, to $248.3 million for the three
months ended September 30, 2010, from $231.3 million for the three months ended September 30, 2009. Our revenue growth was driven by the increased demand for our products throughout Latin America and the Caribbean, as a result of the
improved economic conditions and our efforts to grow and diversify our product offerings. Revenue growth was driven primarily by the increase in sales of notebook computers of $10.5 million, memory products of $3.8 million, basic
white-box systems of $3.1 million and printers of $1.3 million in our In-country Operations, particularly in Argentina, Chile, Colombia, Costa Rica, Ecuador, Guatemala and Peru. We experienced a 6.3% increase in unit shipments across our
core product lines and a 0.7% increase in average sales prices across the same core products for the three months ended September 30, 2010, as compared to the same period in 2009, due to the improved demand for our products. Revenue derived



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from our In-country Operations increased $24.9 million, or 14.6%, to $194.9 million for the three months ended September 30, 2010, from $170.0 million for the three months ended
September 30, 2009. Revenue derived from our In-country Operations accounted for 78.5% of our total revenue for the three months ended September 30, 2010, as compared to 73.5% of our total revenue for the three months ended
September 30, 2009. The growth in revenue from our In-country Operations was mainly due to the overall increase in sales in Chile, Colombia and Peru, and to a lesser extent, Argentina, Costa Rica, Ecuador, El Salvador, Guatemala and Uruguay,
partially offset by a decline in sales in Mexico. This growth was driven by the increased sales volume and price of notebook computers, memory products and basic white-box systems and the increased sales volume of printers and software
products. Revenue derived from our Miami Operations decreased $7.9 million, or 12.9%, to $53.4 million for the three months ended September 30, 2010 (net of $62.9 million of revenue derived from sales to our In-country Operations) from $61.3
million for the three months ended September 30, 2009 (net of $58.1 million of revenue derived from sales to our In-country Operations). The decline in revenue derived from our Miami Operations reflected the decreased sales volume and price of
hard disk drives and software products. Offsetting the decline was an increase in sales volume of memory products and, to a lesser extent, an increase in sales volume and price of printers, central processing units (CPUs) and notebook
computers.

Gross profit.Gross profit increased $0.3 million, or 0.9%, to $23.6 million for the three months
ended September 30, 2010, from $23.3 million for the three months ended September 30, 2009. Gross profit from our In-country Operations was $16.2 million for the three months ended September 30, 2010 and $15.9 million for the same
period in 2009 and accounted for 68.7% of our consolidated gross profit for the three months ended September 30, 2010, as compared to 68.1% of our consolidated gross profit for the three months ended September 30, 2009. Gross profit from
our Miami Operations was $7.4 million for both the three months ended September 30, 2010 and 2009. Inventory obsolescence expense was $0.8 million during the three months ended September 30, 2010, as compared to $0.3 million for the same
period in 2009, which impacted our gross margins by 0.2%. As a percentage of revenue, gross margin decreased to 9.5% for the three months ended September 30, 2010, as compared to 10.1% for the three months ended September 30, 2009.

Operating expenses.Total operating expenses increased $3.9 million, or 23.6%, to $20.8 million for the three
months ended September 30, 2010, from $16.9 million for the three months ended September 30, 2009. As a percentage of revenue, operating expenses increased to 8.4% of revenue for the three months ended September 30, 2010, as compared
to 7.3% of revenue for the three months ended September 30, 2009. The increase in operating expenses resulted from higher salary and payroll-related expenses of $1.8 million and the effects of strengthening currencies of $0.6 million, primarily
in Chile, Colombia, and Costa Rica. In addition, operating expenses increased due to higher marketing and advertising and bad debt expenses of $0.5 million for the three months ended September 30, 2010. As a percentage of total operating
expenses, salary and payroll-related expenses increased to 53.7% of total operating expenses for the three months ended September 30, 2010, as compared to 53.6% for the three months ended September 30, 2009. Operating expenses from our
In-country Operations increased $3.1 million, or 28.7%, to $14.1 million for the three months ended September 30, 2010, as compared to $10.9 million for the three months ended September 30, 2009, due to the higher salary and
payroll-related expenses, office, warehouse, building and occupancy expenses mainly in Argentina, Chile, Colombia and Mexico. Excluding the effects of the strengthening currencies, operating expenses from our In-country Operations would have
increased $1.7 million for the three months ended September 30, 2010. Operating expenses from our Miami Operations increased $0.8 million, or 14.1%, to $6.8 million for the three months ended September 30, 2010, as compared to $5.9 million
for the three months ended September 30, 2009, due to the higher level of salary and payroll-related expenses.

Operating income. Operating income decreased $3.8 million, or 58.0%, to $2.7 million for the three months ended
September 30, 2010, from $6.5 million for the three months ended September 30, 2009, driven primarily by the higher salary and payroll-related expenses. Operating income from our In-country Operations decreased $2.8 million, or 57.5%, to
$2.1 million for the three months ended September 30, 2010, from $4.9 million for the three months ended September 30, 2009, primarily from the higher salary and payroll-related expenses coupled with the effect of the strengthening local
currencies. Operating income from our Miami Operations decreased $0.9 million, or 59.5% to $0.6 million for the three months ended September 30, 2010, from $1.5 million for the three months ended September 30, 2009, driven mainly by the
lower sales volume and higher salary and payroll-related expenses.

Other expense, net.Other expense, net decreased $0.6 million, or 15.8%, to $3.1 million for the three months ended September 30, 2010, from $3.7 million for the three months ended September 30, 2009. The decrease in other expense, net was primarily
attributable to the higher interest expense of $1.7 million related to the 131/4% Senior Notes that were issued concurrent with the redemption and cancellation of the 113/4% Senior Notes. The increase in other expense, net was partially offset by a $0.4 million business interruption insurance recovery in Chile (April 2010
earthquake claim) and the increase in the foreign exchange gain of $1.3 million to $1.8 million for the three months ended September 30, 2010, from $0.5 million for the three months ended September 30, 2009, which resulted from the
strengthening local currencies relative to the U.S. dollar.

(Benefit) provision for income taxes.(Benefit) provision for income taxes decreased $1.1 million to a benefit of $0.2 million for the three months ended September 30, 2010, from a provision of $0.9 million for the three months ended September 30, 2009. The decrease
was due to lower taxable earnings and the movement during the quarter from pretax income to pretax loss.



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Net (loss)
income.Net (loss) income decreased to net loss of $0.2 million for the three months ended September 30, 2010, as compared to net income of $1.9 million for the three months ended September 30, 2009.

Comparison of the nine months ended September 30, 2010 versus the nine months ended September 30, 2009

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



|                                                |  |                                     |         |   |                                     |  |       |        |  |   |                       |  |  |  |       |  
|----------------------------------------------- |  | ----------------------------------- | ------- | - | ----------------------------------- |  | ----- | ------ |  | - | --------------------- |  |  |  | ----- | -
|                                                |  | Nine Months EndedSeptember 30,
2010 |         |   | Nine Months EndedSeptember 30,
2009 | 
|                                                |  | Amount                              |         |   | Percentageof 
Revenue               |  |       | Amount |  |   | Percentageof 
Revenue | 
|Revenue                                         |  | $                                   | 742,552 |   |                                     |  | 100.0 | %      |  | $ | 661,233               |  |  |  | 100.0 | %
|Cost of revenue                                 |  |                                     | 671,060 |   |                                     |  | 90.4  | %      |  |   | 596,110               |  |  |  | 90.2  | %
|                                                |  |                                     |         |   |                                     |  |       |        |  |   |                       |  |  |  |       |  
|Gross profit                                    |  |                                     | 71,492  |   |                                     |  | 9.6   | %      |  |   | 65,123                |  |  |  | 9.8   | %
|Selling, general and administrative             |  |                                     | 54,148  |   |                                     |  | 7.3   | %      |  |   | 49,802                |  |  |  | 7.5   | %
|Depreciation and amortization                   |  |                                     | 3,198   |   |                                     |  | 0.4   | %      |  |   | 3,193                 |  |  |  | 0.5   | %
|                                                |  |                                     |         |   |                                     |  |       |        |  |   |                       |  |  |  |       |  
|Total operating expenses                        |  |                                     | 57,346  |   |                                     |  | 7.7   | %      |  |   | 52,995                |  |  |  | 8.0   | %
|                                                |  |                                     |         |   |                                     |  |       |        |  |   |                       |  |  |  |       |  
|Operating income                                |  |                                     | 14,146  |   |                                     |  | 1.9   | %      |  |   | 12,128                |  |  |  | 1.8   | %
|Other expense                                   |  |                                     | 14,556  |   |                                     |  | 2.0   | %      |  |   | 5,693                 |  |  |  | 0.9   | %
|                                                |  |                                     |         |   |                                     |  |       |        |  |   |                       |  |  |  |       |  
|(Loss) income before provision for income taxes |  |                                     | (410    | ) |                                     |  | (0.1  | )%     |  |   | 6,435                 |  |  |  | 1.0   | %
|Provision for income taxes                      |  |                                     | 1,500   |   |                                     |  | 0.2   | %      |  |   | 1,669                 |  |  |  | 0.3   | %
|                                                |  |                                     |         |   |                                     |  |       |        |  |   |                       |  |  |  |       |  
|Net (loss) income                               |  | $                                   | (1,910  | ) |                                     |  | (0.3  | )%     |  | $ | 4,766                 |  |  |  | 0.7   | %
|                                                |  |                                     |         |   |                                     |  |       |        |  |   |                       |  |  |  |       |  

Revenue. Revenue increased $81.3 million, or 12.3%, to $742.6 million for the nine
months ended September 30, 2010, from $661.2 million for the nine months ended September 30, 2009. Our revenue growth was driven by the increased demand for our products throughout Latin America and the Caribbean, as a result of the
improved economic conditions and our efforts to grow and diversify our product offerings. Revenue growth was driven primarily by the increase in sales of notebook computers of $45.2 million, memory products of $17.9 million, basic
white-box systems of $10.8 million, hard disk drives of $2.7 million and printers of $2.5 million. We experienced an 11.8% increase in unit shipments across our core product lines coupled with a 2.5% increase in average sales prices
across the same core products for the nine months ended September 30, 2010, as compared to the same period in 2009, due to the improved demand for our products. Revenue derived from our In-country Operations increased $87.3 million, or 17.9%,
to $575.1 million for the nine months ended September 30, 2010, from $487.8 million for the nine months ended September 30, 2009. Revenue derived from our In-country Operations accounted for 77.4% of our total revenue for the nine months
ended September 30, 2010, as compared to 73.8% of our total revenue for the nine months ended September 30, 2009. The growth in revenue from our In-country Operations was mainly driven by the overall increase in sales in Chile, Colombia,
Costa Rica and Peru, partially offset by a decline in sales in Mexico. This growth was driven by the increased sales volume and price of memory products, basic white-box systems and hard disk drives and the increased sales volume of
notebook computers and printers. Revenue derived from our Miami Operations decreased $6.0 million, or 3.5%, to $167.5 million for the nine months ended September 30, 2010 (net of $209.6 million of revenue derived from sales to our In-country
Operations) from $173.5 million for the nine months ended September 30, 2009 (net of $169.5 million of revenue derived from sales to our In-country Operations). The decline in revenue derived from our Miami Operations reflected the decreased
sales volume of software products and CPUs and the decrease in sales volume of motherboards, monitors and hard disk drives, partially offset by the increase in sales volume and price of memory products and the increased sales volume of printers and
notebook computers.

Gross profit.Gross profit increased $6.4 million, or 9.8%, to $71.5 million for the nine
months ended September 30, 2010, from $65.1 million for the nine months ended September 30, 2009. The increase was driven by higher sales volume in our In-country Operations. Gross profit from our In-country Operations increased $3.8
million, or 8.5%, to $48.5 million for the nine months ended September 30, 2010, from $44.7 million for the nine months ended September 30, 2009. The improvement in gross profit from our In-country Operations was driven by the increased
sales volume and price of memory products, basic white-box systems and hard disk drives and the increased sales volume of notebook computers and printers, particularly in Chile, Colombia, Costa Rica and Peru. Gross profit from our
In-country Operations accounted for 67.9% of our consolidated gross profit for the nine months ended September 30, 2010,



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as compared to 68.7% of our consolidated gross profit for the nine months ended September 30, 2009. Gross profit from our Miami Operations increased $2.6 million, or 12.6%, to $23.0 million
for the nine months ended September 30, 2010, as compared to $20.4 million for the nine months ended September 30, 2009. The improvement in gross profit from our Miami Operations was driven by the increased sales volume and price of memory
products, increased sales volume of notebook computers and printers, partially offset by the decrease in sales volume and price of software products and CPUs and the decrease in sales volume of motherboards and monitors. As a percentage of revenue,
gross margin was 9.6% for the nine months ended September 30, 2010 and 9.8% for the nine months ended September 30, 2009. Inventory obsolescence expense was $1.4 million during the nine months ended September 30, 2010, as compared to
$0.3 million for the same period in 2009, which impacted our gross margins by 0.2%.

Operating expenses.Total
operating expenses increased $4.3 million, or 8.2%, to $57.3 million for the nine months ended September 30, 2010, from $53.0 million for the nine months ended September 30, 2009. As a percentage of revenue, operating expenses decreased to
7.7% of revenue for the nine months ended September 30, 2010, as compared to 8.0% of revenue for the nine months ended September 30, 2009. The increase in operating expenses resulted from higher salary and payroll-related expenses of $2.5
million and the effects of strengthening currencies of $2.0 million, primarily in Chile, Colombia, Mexico, Peru and Uruguay. As a percentage of total operating expenses, salary and payroll-related expenses increased to 55.5% of total operating
expenses for the nine months ended September 30, 2010, as compared to 53.2% for the nine months ended September 30, 2009. Operating expenses from our In-country Operations increased $3.1 million, or 9.1% to $37.5 million for the nine
months ended September 30, 2010, from $34.3 million for the nine months ended September 30, 2009. Excluding the effects of the strengthening currencies, operating expenses from our In-country Operations would have increased $1.0 million
for the nine months ended September 30, 2010, as compared to the same period in 2009, due mainly to the higher salary and payroll-related expenses in Argentina, Chile and Costa Rica. Operating expenses from our Miami Operations increased $1.2
million, or 6.6%, to $19.9 million for the nine months ended September 30, 2010, as compared to $18.0 million for the nine months ended September 30, 2009, due to the higher level of salary and payroll-related expenses.

Operating income. Operating income increased $2.0 million, or 16.6%, to $14.1 million for the nine months ended
September 30, 2010, from $12.1 million for the nine months ended September 30, 2009, driven primarily by the higher sales volume. Operating income from our In-country Operations increased $0.7 million, or 6.5%, to $11.1 million for the
nine months ended September 30, 2010, from $10.4 million for the nine months ended September 30, 2009, primarily from the higher sales volume. Operating income from our Miami Operations increased $1.3 million, or 77.6%, to $3.1 million for
the nine months ended September 30, 2010, from $1.7 million for the nine months ended September 30, 2009, primarily from the higher sales volume.

Other expense, net.Other expense, net increased $8.9 million, to $14.6 million for the nine months ended September 30, 2010, from $5.7 million for the nine months ended
September 30, 2009. The increase in other expense, net was primarily attributable to the higher interest expense of $4.1 million related to the
131/4% Senior Notes that were issued concurrent
with the redemption and cancellation of the 113/4%
Senior Notes. The increase in other expense, net was also due to the absence of the $4.4 million gain on the repurchase of $7.1 million of our 113/4% Senior Notes at substantial discounts to their face amount during the nine months ended September 30, 2009. The foreign exchange gain decreased $1.0
million to $0.6 million for the nine months ended September 30, 2010, from $1.6 million for the nine months ended September 30, 2009, due primarily to foreign currency transaction losses in 2010. The increase in other expense, net was
partially offset by the $0.4 million collected related to the business interruption insurance recovery in Chile.

Provision for income taxes.Provision for income taxes decreased $0.2 million, or 10.1%, to $1.5 million for the nine months ended September 30, 2010, from $1.7 million for the nine
months ended September 30, 2009. The decrease was due to lower taxable earnings partially offset by the additional $0.9 million valuation allowance recorded in the U.S. against its NOLs.

Net (loss) income.Net (loss) income decreased $6.7 million, to net loss of $1.9 million for the nine months ended
September 30, 2010, as compared to net income of $4.8 million for the nine months ended September 30, 2009.

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 131/4% Senior Notes.

Our cash and cash equivalents were $27.8 million as of
September 30, 2010, as compared to $27.2 million as of December 31, 2009. The increase in cash and cash equivalents was primarily attributable to the increase in our lines of credit borrowings during the nine months ended
September 30, 2010, offset by the increase in our inventory. Our working capital remained relatively unchanged at $110.5 million as of September 30, 2010, as compared to $110.7 million as of December 31, 2009. The increase in
inventories was



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mostly offset by the higher lines of credit borrowing and higher accounts payable, accrued expenses and other. 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 Nine Months 
EndedSeptember 30, |        
|                                                                              |  | 2010                                    |         |   | 2009 |  
|                                                                              |  | (Dollars in thousands)                  |        
|Cash flows (used in) provided by operating activities                         |  | $                                       | (16,588 | ) |      | $ | 1,372  |  
|Cash flows used in investing activities                                       |  |                                         | (3,436  | ) |      |   | (2,139 | )
|Cash flows provided by financing activities                                   |  |                                         | 21,109  |   |      |   | 1,736  |  
|Effect of foreign currency exchange rate changes on cash and cash equivalents |  |                                         | (547    | ) |      |   | 11     |  
|                                                                              |  |                                         |         |   |      |   |        |  
|Net increase in cash and cash equivalents                                     |  | $                                       | 538     |   |      | $ | 980    |  
|                                                                              |  |                                         |         |   |      |   |        |  

Cash flows from operating activities. Our cash flows from operating activities resulted in a
requirement of $16.6 million for the nine months ended September 30, 2010, as compared to $1.4 million generated during the nine months ended September 30, 2009. The requirement was primarily driven by the continued high level of
inventories in 2010, slightly offset by the increase in trade accounts payable in 2010, as compared to the same period in 2009. The growth in inventory resulted from our In-country Operations in Chile, primarily related to notebooks for the retail
channel, coupled with higher levels of notebook computers in our Mexico and Miami operations as the primary countries responsible for the increase in inventory.

Cash flows from investing activities. Our cash flows from investing activities resulted in a requirement of $3.4 million for the nine months ended September 30, 2010, as compared to
$2.1 million for the nine months ended September 30, 2009. This requirement was primarily driven by the completion in Mexico of the implementation of Sentai, our company-wide enterprise resource planning, management and financial reporting
system in the second quarter of 2010 plus server upgrade in Miami and leasehold improvements in El Salvador and Panama.

Cash flows from financing activities. Our cash flows from financing activities resulted in a generation of $21.1 million
for the nine months ended September 30, 2010, as compared to $1.7 million for the nine months ended September 30, 2009. The generation was primarily the result of higher net borrowings under our lines of credit by our Miami Operations.

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
ofSeptember 30, 2010 |         |   | As
ofDecember 31, 2009 |  
|                                            |  | (Dollars in thousands)  |        
|Balance sheet data:                         |  |                         |         |   |                        |   |         |  
|Trade accounts receivable, net of allowance |  | $                       | 103,338 |   |                        | $ | 100,238 |  
|Inventories                                 |  |                         | 126,751 |   |                        |   | 95,185  |  
|Accounts payable                            |  |                         | 132,540 |   |                        |   | 117,216 |  
|                                            | 
|                                            |  | (Data in days)          |        
|                                            |  |                        
|Other data:                                 |  |                         |         |   |                        |   |         |  
|Trade accounts receivable days(1)           |  |                         | 38.0    |   |                        |   | 39.9    |  
|Inventory days(2)                           |  |                         | 51.6    |   |                        |   | 42.1    |  
|Accounts payable days(3)                    |  |                         | (53.9   | ) |                        |   | (51.8   | )
|                                            |  |                         |         |   |                        |   |         |  
|Cash conversion cycle(4)                    |  |                         | 35.7    |   |                        |   | 30.2    |  
|                                            |  |                         |         |   |                        |   |         |  



|(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 times273 days for the nine months ended September 30, 2010 and 365 days for the year ended December 31, 2009. 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.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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|(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 times273 days for the quarter ended September 30, 2010 and 365 days for the year ended December 31, 2009.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(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 times273 days for the nine months ended September 30, 2010 and 365 days for the year ended December 31, 2009.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(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 35.7 days as of September 30, 2010, from 30.2 days as of December 31, 2009. Trade
accounts receivable days decreased slightly to 38.0 days as of September 30, 2010, from 39.9 days as of December 31, 2009, as a result of our improved collection efforts. Inventory days increased to 51.6 days as of September 30, 2010,
from 42.1 days as of December 31, 2009, due to growth in inventory levels primarily in our Chile, Mexico and Miami Operations that experienced a softening in demand for our products during the second quarter after longer lead time inventory,
mainly from China, had been ordered and shipped. Accounts payable days increased to 53.9 days as of September 30, 2010, from 51.8 days as of December 31, 2009, and is in line with managements expectations.

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 nine months ended September 30, 2010 and 2009. 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.

We believe the recent global economic downturn and the associated credit crisis had a negative impact on us and our creditors. The global
recession has adversely affected our vendors and customers ability to obtain financing for operations. The subsequent tightening of credit in financial markets has affected our suppliers, who have already tightened trade credit, and, in
turn, we have tightened trade credit to our customers.

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 Coface Chile, S.A. credit insurance company; the policy expires on October 31, 2012.

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.



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Capital Expenditures and
Investments

Capital expenditures increased to $3.3 million for the nine months ended September 30, 2010, as compared
to $2.0 million for the nine months ended September 30, 2009. The increase was primarily driven by the capital expenditures related to the final implementation and integration of our ERP system in our operations in Mexico coupled with leasehold
improvements to our facilities in El Salvador and Panama.

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 and have completed our ERP system implementation and integration. 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.

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 September 30, 2010 and December 31, 2009, the total amounts available under the credit facilities were $10.5 million and $17.1 million, respectively, and the total amounts outstanding were $35.8 million and $14.7 million, respectively,
of which $28.0 million and $9.2 million, respectively related to our Miami Operations credit facility and $7.8 million and $5.5 million, respectively related to our In-country Operations credit facilities. The increase in the outstanding balance is
primarily attributed to the increased borrowing by SBA from the new three-year revolving credit facility that replaced SBAs existing revolving credit facility on December 22, 2009. To a lesser extent, the change was also attributed to
increased borrowing by our subsidiaries in Guatemala and El Salvador, to meet local working capital requirements, slightly offset by a reduction in the borrowing requirements related to our operations in Costa Rica and Uruguay.

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
113/4% Senior Notes and other conditions, all of
which have been met. As of September 30, 2010, 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.



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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 IPO, not more than $12.0 million 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 $120.0 million aggregate principal amount of its 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 $10.0 million, the maximum optional increase permitted in accordance with the terms of the facility, from its original aggregate size of $20.0 million to $30.0 million. 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, we are
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.

Under the Senior Secured Revolving Credit Facility, at SBAs option, 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 is required to pay an
administrative fee of $30 per annum and a facility fee equal to 0.5% of the aggregate amount of the revolving credit commitment, payable quarterly in arrears and additional customary fees are payable upon the issuance of letters of credit.

Borrowings under the Senior Secured Revolving Credit Facility are secured on a first priority basis with all the assets of
SBA. Amounts borrowed under the facility could be repaid and re-borrowed at any time during the term of the facility. Borrowing capacity is established monthly based on 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.

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.

The Senior Secured Revolving Credit Facility financial
covenants require 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 September 30, 2011 and December 31, 2011, 4.00 to 1.00 for the quarters ending March 31, 2011 and each quarter ending thereafter; and,
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | 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.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Additionally, the Senior Secured Revolving Credit
Facility requires the Company to maintain consolidated net income of not less than $0 on a rolling four-quarter basis.

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. As of September 30, 2010, SBA and the Company had a total leverage ratio of 4.60 to 1.00; a fixed charge coverage ratio of 4.09 to 1.00; and consolidated net income of $0.5 million on a rolling four-quarter basis. As of
September 30, 2010, SBA was in compliance with all of the covenants under the Senior Secured Revolving Credit Facility.



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As of
September 30, 2010 and December 31, 2009, SBAs outstanding draws against the Senior Secured Revolving Credit Facility were $27.0 million and $5.9 million, respectively, and the remaining amounts available were $1.8 million and $10.8
million, respectively. As of September 30, 2010 and December 31, 2009, SBAs outstanding checks issued in excess of bank balances were $1.1 million and $3.3 million, respectively, and undrawn stand-by letters of credit was $1.8
million for both periods.

Intcomex, Inc.  131/4% Senior Notes

On December 22, 2009, we completed the 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
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 131/4% Senior Notes Offering to, among other things, repay outstanding borrowings under our previous senior secured revolving credit facility, fund the repurchase, redemption or other discharge of our 113/4% Second Priority Senior Secured Notes due
January 15, 2011 (the 113/4% Senior
Notes), for which it conducted a tender offer, and for general corporate purposes. The 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 131/4% Senior Notes Offering, our Company and certain of our subsidiaries
that guaranteed our obligations (the Guarantors) under the indenture governing the 113/4% Senior Notes (the 113/4% Senior Notes Indenture) 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 113/4% Senior Notes. Our obligations under the 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 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 Senior Secured Revolving Credit Facility with Comerica Bank, subject to certain exceptions.

Subject to certain requirements, we are required to redeem $5.0
million aggregate principal amount of the 131/4%
Senior Notes on December 15 of each of the years 2011 and 2012 and $10.0 million aggregate principal amount of the 131/4% Senior Notes on December 15, 2013, at a redemption price equal to 100% of the aggregate principal amount of the 131/4% Senior Notes to be redeemed, plus accrued and unpaid interest to
the redemption date subject to certain requirements. We may redeem the 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 131/4% Senior Notes plus a make-whole premium (106.625% in
2012 and 100.0% in 2013 and thereafter). At any time prior to December 15, 2012, we are required to redeem up to 35% of the aggregate principal amount of the
131/4% Senior Notes with the net cash proceeds of
certain equity offerings 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
131/4% Senior Notes. In addition, at our option, we
may redeem up to 10% of the original aggregate principal amount of the 131/4% Senior Notes three different times at $103.00 (but no more than once in any 12-month period).

The indenture governing our
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 (vii) 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 131/4% Senior Notes contains a single restrictive covenant. The Company
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 September 30, 2010, the Company had a consolidated fixed charges
coverage ratio of 3.26 to 1.00.

On June 15, 2010, the Company made a mandatory interest
payment of $7.6 million on its 131/4% Senior Notes.
As of September 30, 2010 and December 31, 2009, the carrying value of the $120,000 principal amount of the 131/4% Senior Notes was $114.5 million and $113.3 million, respectively. As of September 30, 2010, we were in compliance with all of the covenants and restrictions under the 131/4% Senior Notes.



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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 (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 Companys 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 September 30, 2010, 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 September 30, 2010 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
September 30, 2010, the Company 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 the Companys Annual Report on Form 10-K
(the Annual Report) for the year ended December 31, 2009, filed on February 22, 2010, which could materially affect our business, future consolidated results of operations and financial condition. The risk factors described in
the Companys 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.



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



|            |  |                                                                                                                                                                                   
|----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                       
|            | 
|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    |  |                                       |  | November 15, 2010
|Anthony Shalom        |  | Chairman of the Board of Directors    |  |                  
|                      |  |                                      
|/s/ Michael F. Shalom |  |                                       |  |                  
|Michael F. Shalom     |  | President and Chief Executive Officer |  | November 15, 2010
|                      |  |                                      
|/s/ Russell A. Olson  |  |                                       |  |                  
|Russell A. Olson      |  | Chief Financial Officer               |  | November 15, 2010



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##### Table of Contents



Exhibit Index



|            |  |                                                                                                                                                                                  
|----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                      
|            | 
|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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