During the years ended December 31, 2021 and 2020, SJI completed several acquisitions and business combinations as described below. In each case, the amount of revenues and net income included in the Company’s consolidated statements of income for the year of the acquisition was not material. For the EnerConnex transaction, which was accounted for as a business combination, our results would not have been materiality different for the periods presented prior to the acquisition if the acquisition had occurred at the beginning of those periods. In addition, the amounts of acquisition-related costs were not material for these transactions.

On August 12, 2020, SJI, through its wholly-owned subsidiary Marina, formed the Catamaran joint venture with a third party partner. Catamaran was formed for the purpose of developing, owning and operating renewable energy projects, and supporting SJI's commitment to clean energy initiatives. The following acquisitions have occurred under the Catamaran joint venture since its initiation:

Catamaran and a third party formed Bronx Midco, of which Catamaran owns 99%. On June 9, 2021, Bronx Midco purchased a fuel cell project totaling 5 MW in Bronx, New York that is in the process of being constructed and is expected to be completed in the second quarter of 2022. Marina, through its ownership in Catamaran, has a 92% ownership interest in Bronx Midco, and, as a result, Marina consolidates the entity as Marina has the power to direct the activities of the entity that most significantly impact the entity’s economic performance.

ASC Topic 805, “Business Combinations,” states that a business is an integrated set of activities and assets that is capable of being conducted and managed for the purpose of providing a return in the form of dividends, lower costs, or other economic benefits directly to investors or other owners, members, or participants. As the acquisition did not meet the definition of a business combination under ASC 805, the Company accounted for the transaction as an asset acquisition. In an asset acquisition, goodwill is not recognized, but rather any excess consideration transferred over the fair value of the net assets acquired is allocated on a relative fair value basis to the identifiable net assets. The fuel cell project includes a land lease (see Note 9) and, at the time of the acquisition, working capital.

The total expected cost of the fuel cell project is $60.1 million, of which the partners have paid $28.7 million as of December 31, 2021. Of this total, Marina invested $26.4 million as of December 31, 2021. To account for the third party partners' interest in Bronx Midco, Marina recorded $2.3 million of Noncontrolling Interests in Total Equity on the consolidated balance sheets as of December 31, 2021. The major depreciable assets of the Bronx Midco fuel cell project are the fuel cell modules, which will be depreciated over their estimated useful lives of 35 years once placed in service. The lease cost associated with the land lease is being recognized on a straight-line basis over the lease term of 35 years (see Note 9).

All assets and financial results of Bronx Midco are included in the Renewables segment. As this project is not yet placed into service, no revenues have been recorded, expenses incurred in the Company's consolidated statements of income in 2021 are not material, and no ITC has been recorded in 2021.

On August 12, 2020, Catamaran purchased 100% ownership in Annadale, an entity that owns two fuel cell projects totaling 7.5 MW in Staten Island, New York. Construction was completed after the acquisition and these fuel cell projects became operational in December 2020. Marina has a 93% ownership interest in Annadale, and Marina consolidates the entity as Marina has the power to direct the activities of the entity that most significantly impact the entity’s economic performance.

Since the acquisition of Annadale did not meet the definition of a business combination under ASC 805, the Company accounted for the transaction as an asset acquisition. The acquisition of Annadale included a land lease (see Note 9) and working capital.

Marina invested $80.2 million in Annadale as part of the $86.2 million total cost of the fuel cell project, with the remaining $6.0 million being contributed by the noncontrolling minority interest owner, which is recorded as Noncontrolling Interests within Total Equity on the consolidated balance sheets as of December 31, 2021. The acquisition was primarily comprised of $80.6 million in Nonutility Property, Plant & Equipment, $23.9 million in Cash and Cash Equivalents, and $4.3 million in Other Noncurrent Assets, partially offset by $21.2 million in Accounts Payable and Other Current & Noncurrent Liabilities. The major depreciable assets of Annadale are the fuel cell modules, which are being depreciated over their estimated useful lives of 35 years (see Note 1). The land lease is being amortized over the lease term of 35 years (see Note 9).

On August 7, 2020, SJI, through its wholly-owned subsidiary SJEI, completed its acquisition of the remaining 75% of EnerConnex for total consideration of $7.5 million. This acquisition supported the Company's initiative to expand its energy consulting business. EnerConnex does not have any regulated operations.

The acquisition of EnerConnex was accounted for as a business combination using the acquisition method of accounting in accordance with ASC 805. Under the acquisition method of accounting, the total estimated purchase price of an acquisition is allocated to the net assets based on their estimated fair values.

Prior to this transaction, SJEI previously had a 25% investment in EnerConnex that was accounted for under the equity method of accounting. As this was a business combination achieved in stages, an approximately $2.0 million (pre-tax) gain was recorded in 2020 as a result of remeasuring the carrying value of the previously held equity interest in EnerConnex to its acquisition date fair value. This gain was recorded in Other Income on the consolidated statements of income in 2020. The acquisition date fair value of the previously held equity interest was $2.5 million and was determined based on the cash consideration exchanged for the remaining 75% of EnerConnex. The total of the $7.5 million in cash consideration for the remaining 75%, the $2.5 million acquisition date fair value of the previously held interest, and $0.2 million in assumed liabilities served as the total allocable basis shown in the preliminary purchase price allocation below.

The purchase price allocation to the assets acquired and liabilities assumed as of the acquisition date for EnerConnex was finalized during 2021 with no significant adjustment and is as follows:


	EnerConnex
Cash	$	415
Accounts Receivable	249
Identifiable Intangible Assets (A)	4,500
Goodwill	4,890
Other Noncurrent Assets	100
Total assets acquired	10,154
Accounts Payable	4
Other Current Liabilities	150
Total liabilities assumed	154
Total net assets acquired	$	10,000

(A) The identifiable intangible asset balances shown in the table above are related to customer relationships acquired in the transaction, and are included in Other Noncurrent Assets on the consolidated balance sheets. See Note 21.

In 2021, SJI, through its wholly-owned subsidiary Marina, completed its acquisitions of a solar project in New Jersey. Also in 2021, Catamaran completed its acquisition of a solar project in Massachusetts, of which Marina has a 90% ownership interest. On June 30, 2020 and August 21, 2020, SJI acquired three LLCs and a fourth LLC, respectively. The total purchase price for these solar projects/entities, which equaled the fair value of property, plant, and equipment that was acquired in the transactions, was not material. Costs related to these acquisitions were not material. The purchase of these projects/entities is in support of the New Jersey Energy Master Plan. All assets and financial results of these projects/entities are included in the Renewables segment.

On December 23, 2020, SJI completed its asset acquisition of renewable natural gas development rights in certain dairy farms, previously owned by REV, for total consideration of $10.0 million. The development rights are associated with dairy farms that will be developed as RNG projects. This acquisition is consistent with SJI's commitment to decarbonization, as REV, which we will contract with to assist in developing these RNG projects, specializes in the development, production and transportation of renewable natural gas, liquified natural gas and compressed natural gas. Among its service offerings, REV acquires the rights to build anaerobic digesters on dairy farms to produce RNG for injection into natural gas pipelines.