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INTERMEDIX HOLDINGS INC. AND SUBSIDIARIES ` T Notes to Consolidated Financial Statements December 31, 2010 Financing costs were written off pursuant to the early retirement of the Predecessor's debt in connection with the Merger. The remaining transaction costs are included in the "Selling, general and administrative expense" in the accompanying consolidated statement of operations for the Predecessor period. Systems is a provider of web -based technology solutions in the public health and EMS markets. The Systems platform allows for broad access to its products among users such as hospitals, EMS providers, fire departments, law enforcement agencies and state and local departments of health. Systems technology offerings include (i) real -time communications, (ii) inventory and resource management, (iii) mass multi -media notification, (iv) volunteer registry tracking, (v) patient and evacuee tracking, and (vi) pre - hospital patient care record management. These solutions integrate a full range of key emergency preparedness and response activities, and vary from daily use to large -scale utilization surges during regional and or national mass casualty and public health incidents. The acquisition of Systems has been accounted for as a business combination using the acquisition method of accounting in accordance with ASC Topic 805. The allocation of the purchase price of Systems to the assets acquired and liabilities assumed is reflected in the table below under "Purchase Price Allocation of Acquisition." Assets acquired and liabilities assumed reflect fair value estimates and analyses, including work performed by third -party valuation specialists. As a result of the acquisition, the Predecessor recorded goodwill of $28.3 million which reflects the value of the Predecessor's expectations that the acquisition of Systems would (i) significantly broaden the Predecessor's offerings to its existing customers, (ii) strengthen the Predecessor's competitive market position, (iii) provide opportunities to sell its business services solutions to existing Systems customers, and (iv) expand the Predecessor's market to include technology offerings that promote emergency preparedness, support incident response and related medical care and recovery reimbursement. 16 (Continued)