NBT Bancorp and Salisbury Bancorp Announce Agreement To Merge

NBT Bancorp Inc. (NBT) (NASDAQ: NBTB) and Salisbury Bancorp, Inc. (Salisbury) (NASDAQ: SAL) announced today that they have entered into a definitive agreement pursuant to which Salisbury will merge with and into NBT. The merger consideration is 100% stock and is valued at approximately $204 million and is expected to close in the second quarter of 2023 subject to customary closing conditions, including approval by the shareholders of Salisbury and required regulatory approvals. The combination, approved unanimously by the boards of directors of both companies, will provide market extension for both institutions and join two high-quality franchises with long histories of service to their customers and communities.

Salisbury is a premier community bank franchise headquartered in Lakeville, CT and had assets of $1.51 billion, deposits of $1.33 billion, and net loans of $1.18 billion as of September 30, 2022. Its primary subsidiary, Salisbury Bank and Trust Company, is a Connecticut-chartered commercial bank with 14 banking offices in northwestern Connecticut, the Hudson Valley region of New York and southwestern Massachusetts.

Under the terms of the merger agreement, each outstanding share of Salisbury common stock will be converted into the right to receive 0.7450 shares of NBT common stock upon completion of the merger, which equates to a value of $35.00 per Salisbury share and based on NBT’s volume-weighted average closing stock price of $46.98 for the 10-day trading period ending on November 29, 2022. The transaction is intended to qualify as a reorganization for federal income tax purposes, and as a result, the receipt of NBT common stock by shareholders of Salisbury is expected to be tax-free.

NBT expects the transaction to be approximately 9.8% accretive to first full-year proforma GAAP earnings per share after close and 4.9% per share accretive to cash earnings excluding the impact of purchase accounting adjustments, including fair value marks to securities and loans and the establishment of a core deposit intangible asset.

“We are very excited to partner with Salisbury and to extend our footprint into their attractive and complementary markets,” said NBT President and CEO John H. Watt, Jr. “Importantly, the organizational values upheld by the Salisbury team align very well with those of NBT. We look forward to welcoming these dedicated financial professionals to NBT and growing our combined company together. We are also pleased that Rick Cantele, Salisbury’s President and CEO, will become a member of NBT’s Executive Management Team. Salisbury has an impressive history of service to their customers, communities and shareholders, and we are honored to have the opportunity to build on these relationships.”

“We are proud to become part of a long-standing, high-performing franchise like NBT Bank,” said Salisbury President and CEO Richard J. Cantele, Jr. “We believe this combination will create significant value for Salisbury shareholders, both immediately and longer term. Furthermore, we are confident the operating philosophies shared by NBT and Salisbury will ensure that our customers continue to receive high-quality service from people they know and trust. NBT has been consistently recognized for superior customer satisfaction and offers comprehensive omni-channel solutions. Through the partnership between Salisbury and NBT, our customers will gain access to an expanded set of products, services and capabilities.”

 In recognition of both organizations’ strong community focus, NBT has committed to maintaining charitable support in the markets served by Salisbury at consistent levels following the merger. NBT has also pledged to contribute an additional $500,000 in incremental support to demonstrate the company’s ongoing commitment to these markets.

Keystone College To Host Holiday Concert

The Keystone College Department of Performance Music will host its winter holiday concert, “It’s Not Just a Day,” on Sunday, Dec. 11 at 7 p.m. in the Theatre in Brooks.

The free concert, which is open to the public, will feature familiar vocal and instrumental music ranging from traditional holiday favorites to jazz arrangements of music of the season. In addition, audience members can enjoy complimentary holiday treats, visits from seasonal characters, and gifts for children.

Those attending will also have the opportunity to make donations to three local charities: The Griffin Pond Animal Shelter, Toys for Tots, and The Catherine McCauley Women’s and Children’s Shelter.

For more information, email music@keystone.edu,visit www.keystone.edu/music, or call (570) 945-8599.

Crystal Windows Earns Industry Sustainable Recognition

National manufacturer Crystal Window & Door Systems recently earned another industry recognition for its sustainable production operations.  Leading national fenestration publication US Glass Magazine named Crystal Windows a 2022 Green Award winner for Production Efficiencies in the November 2022 issue.  Crystal was one of only five companies this year (and one of only two based in the USA) whose products or production processes were recognized for extraordinary efforts to provide a more healthy, sustainable living environment.  Earlier this year, Crystal’s New York facility received an environmental award from national Door & Window Market (DWM) Magazine.

“Crystal has long fostered a corporate culture to reduce, reuse, and recycle everywhere throughout all our factories,” said Andy Shashlo, COO.  “Each of Crystal’s sustainable actions by itself may be small, but when added together, the impact on our operations is impressive.  It is very rewarding to have our efforts recognized with this industry award from US Glass Magazine.”

Crystal uses domestic suppliers for nearly all its product materials and components, it recycles all production scrap in various ways, and it optimizes logistics to coordinate between facilities, customers, project locations, and even supplier warehouses to reduce transportation.  Besides seeking to ensure production processes are as environmentally friendly and efficient as possible, Crystal made a significant step this year with a one-MW solar electricity generation system installed at its New York headquarters and main production facility.  The system will offset almost 35% of the company’s overall electricity needs at this location.  Crystal also receives hydropower for another 25% of its electricity needs under a separate arrangement.

Each year, US Glass Magazine selects Green Award winners based on strategies and commitment to environmental and operational performance, as well as high-performance architectural products.  For 2022, along with Crystal Windows, US Glass Magazine recognized two international glass manufacturers, AGC Glass Europe (at its facility in Belgium) and Saint-Gobain (at its facilities in France, Spain, and Germany), for low-carbon glass production, and Dow for carbon-neutral silicone products.  South America-based glass and window fabricator Tecnoglass was recognized for its green production processes.

Johnson College to Host Transfer Day

Johnson College is holding a Transfer Day on Wednesday, December 21, 2022, from 2 to 4 p.m. in the Moffat Student Center on its campus in Scranton, PA. The College is encouraging current college students that are interested in changing the direction of their education and ultimately their career path to visit its campus.

Students will meet with Enrollment, Financial Aid, Career Services, and Counseling and Disability Services representatives. In addition, staff members from the Registrar’s Office will be on-hand for transfer credit analyses and review potential schedules for the upcoming semester. Students will learn why Johnson College is the leader in hands-on education, how it exposes students to industry from day one, and how its two-year degree programs, focusing on careers in in-demand industries, have the highest return on investment in the short term. 

To attend Transfer Day at Johnson College, students must register online at https://johnson.edu/transfer/ or contact the College’s enrollment team at enroll@johnson.edu or (570) 702-8856.

Geisinger Offering Free In-person and Virtual Culinary Medicine Classes

Geisinger is excited to offer in-person and virtual culinary medicine classes at their new state-of-the-art teaching kitchen in Selinsgrove.

Culinary medicine is a new program offered by Geisinger, consisting of hands-on classes that combine the art and skill of cooking with the science of nutrition. The curriculum is evidence-based and emphasizes the role of food in the treatment and prevention of disease based on the Mediterranean diet.

Free of charge and open to everyone, the series of four classes are led by a culinary-trained registered dietitian. They’re typically held on consecutive weeks or months throughout the year. And you don’t need any cooking experience or knowledge to attend.

The first class introduces you to the Mediterranean diet and cooking basics. The remaining three each focus on one of a typical day’s meals and healthy eating habits. You must be 18 or older to participate.

Classes begin Tuesday, Dec. 6, and are being offered through May 2023. Participants joining virtually can be located anywhere in Pennsylvania. Register today or learn more at geisinger.org/cooking.

Participants use the same entrance as Geisinger’s Multispecialty Clinic in Selinsgrove at 157 Roosevelt Ave. Classes are held in the Family Practice Center community room.

Geisinger thanks the Degenstein Foundation for their generous gift that made this teaching kitchen possible for the health and education of the community, as well as the Family Practice Center for partnering with us to use their community room for the classes.

PennDOT Honors Employees for Innovative Ideas

The Pennsylvania Department of Transportation (PennDOT) recently recognized PennDOT employees with Innovation Awards for their efforts to improve work practices and create efficiencies. One team member from PennDOT’s Engineering District 4, which represents Lackawanna, Luzerne, Pike, Susquehanna, Wayne, and Wyoming counties was among the honorees.

“PennDOT has a strong legacy of creativity to help us meet our daily mission and goals,” said PennDOT Secretary Yassmin Gramian. “I’m proud to recognize these employees for their creativity and dedication to the department.”

Employees were recognized for ideas and smart practices submitted through IdeaLink and WorkSmart, online suggestion systems that allow employees to share their ideas and efficient work practices. Over the last decade, PennDOT staff have submitted more than 3,300 ideas through IdeaLink, several hundred of which have been implemented. Since 2016, more than 230 smart practices have been published in PennDOT’s WorkSmart system.

Gramian and other department executives honored winner Summer T. Koziel, Senior Civil Engineer Supervisor, during a ceremony in Harrisburg on Nov. 30. Koziel was recognized for creating the Liaison Project Manager Manual via One Note.

“We are proud to have Summer as a part of our team in Engineering District 4-0.” said PennDOT Engineering District 4-0 District Executive, Richard N. Roman, P.E. “Her innovative spirit and personal initiative to take on additional responsibilities make her a great asset to PennDOT.”

Geisinger Recognized as Top Employer by Military Organizations

Geisinger has been recognized as a top employer for its continued support of military veterans and active service members with two recent designations. The Pennsylvania-based health system was recognized by Military Times on its 2022 Best for Vets: Employers rankings and earned the 2023 Military Friendly® Employer with Gold distinction designation by VIQTORY.

This is the fourth consecutive year Geisinger has been recognized with a Military Friendly® Employer designation, however, this is the first time the system has received the gold distinction.

Both honors recognize Geisinger’s commitment and efforts to building programs and opportunities for military veterans. 

The Military Friendly® Employer with Gold distinction signifies that an employer is setting the example for veteran and service member inclusivity with their programs and initiatives.

Companies earning the Military Friendly® Employer designation were evaluated using public data sources and responses from a proprietary survey. More than 1,000 organizations participated in the 2023 Military Friendly® survey.

Final ratings were determined by combining an organization’s survey score with an assessment of the organization’s ability to meet thresholds for applicants, new hire retention, employee turnover and promotion and advancement of veterans and military employees.

For the Best for Vets recognition, Military Times evaluates the areas of greatest importance to transitioning service members, veterans and their families when looking for an employer. Recruitment and employment practices, along with retention and support programs were given the most weight in scoring and final rankings.

“Our military veterans have done so much for us. That’s why we’re committed to providing care options and career opportunities to them in their local communities,” said Kim Drumgo, chief diversity, equity and inclusion officer for Geisinger. “We know that employing talented and dedicated people, like those from our veteran community, helps us make better health easier for our members and patients — including more than 48,000 veteran patients.”

Geisinger employs more than 800 veterans and active-duty service members throughout the system. As part of its commitment to the military and its veterans, Geisinger offers a paid military leave benefit, which allows service members employed by Geisinger to be paid for time at annual trainings, encampments and drills. It also is part of a military fellowship program that eases the transition of active-duty service members looking to move into a civilian career.

To learn more about Geisinger’s veteran programs and career opportunities, visit jobs.geisinger.org/veterans.

IRS National Tax Security Awareness Week

To wrap up National Tax Security Awareness Week, the Internal Revenue Service and the Security Summit partners today urged businesses to remain vigilant against cyberattacks aimed at stealing their customer’s personal information and other business data.

The IRS continues to see instances where small businesses and others face a variety of identity-theft related schemes that try to obtain information that can be used to file fake business tax returns. For example, phishing schemes continue to target businesses as well as tax professionals and individual taxpayers.

“Just like individuals and tax professionals, businesses of all types need to be on the lookout for attempts to steal information and data,” said IRS Acting Commissioner Doug O’Donnell. “Businesses are especially attractive to cyberthieves because there is a potential to steal a lot of data. They may use the information to file a business tax return or use customer data for identity theft.” 

The IRS, state tax agencies and the nation’s tax software and tax professional industries operate cooperatively as the Security Summit to highlight data security and fight identity theft. Today marks the final day of the seventh annual week dedicated to information security and helpful tips for individuals, businesses and tax professionals.

Cyber criminals target businesses of all sizes; knowing some cybersecurity basics and putting them in practice will help business owners protect their business and reduce the risk of a cyber-attack. Criminals can target a business’s credit card or payment information, business identity information or employee identity information.

Businesses are encouraged to follow best practices from the Federal Trade Commission, including:

  • Use multi-factor authentication.
  • Set security software to update automatically.
  • Back up important files.
  • Require strong passwords for all devices.
  • Encrypt devices.

More information is available at FTC’s Cybersecurity for Small Businesses.

Businesses should especially be alert to phishing email scams that attempt to trick employees into opening embedded links or attachments. IRS related scams may be sent to phishing@irs.gov so the IRS can try to track, stop or disrupt scams.
 
To improve security, the IRS now masks sensitive information from business tax transcripts, which summarizes tax return information, to help prevent thieves from obtaining identifiable information that would allow them to file fake business tax returns. Only financial entries are fully visible. Other information has varying masking rules. For example, only the first four letters of each first and last name will display for individuals and businesses. Also, only the last four digits of the Employer Identification Number will be visible.

The IRS also has the Form 14039-B, Business Identity Theft Affidavit, that will allow companies to proactively report possible identity theft to the IRS when, for example, an e-filed tax return is rejected.

Businesses should file the Form 14039-B if it receives a:

  • Rejection notice for an electronically filed return because a return is already on file for that same period.
  • Notice about a tax return that the entity didn’t file.
  • Notice about Forms W-2 filed with the Social Security Administration that the entity didn’t file.
  • Notice of a balance due that is not owed.

This form will enable the IRS to respond to the business and work to resolve issues created by a fraudulent tax return. Businesses should not use the form if they experience a data breach but see no tax-related impact. For more information, see Identity Theft Central’s business section.

In addition to phishing and other scams, all employers should remain alert to Form W-2 theft schemes. For example, a thief may pose as a company executive who emails payroll employees and asks for a list of employees and their W-2s. Businesses often don’t know they’ve been scammed until an employee reports that a fraudulent tax return has been filed.

There’s a special reporting procedure for employers who experience the W-2 scam. It’s available in the Identity Theft Central’s business section on IRS.gov.

Finally, Security Summit partners urge businesses to keep their EIN application information current. Changes of address or responsible party information may be reported using Form 8822-B. Changes in the responsible party must be reported to the IRS within 60 days. Current information can help the IRS find a point of contact to resolve identity theft and other issues.

For more details and to learn more about this year’s National Tax Security Awareness Week’s efforts, visit IRS.gov/securitysummit.

SACF To Host ‘Elevating Voices for Community Solutions’

The Scranton Area Community Foundation, in partnership with the City of Scranton, is hosting “Elevating Voices for Community Solutions” — listening sessions on Tuesday, December 6, and Wednesday, December 7, 2022, at the Hilton Scranton & Conference Center from 8:00 AM – 12:00 PM to address solutions for critical topics from the City of Scranton’s Strategic Economic Development Plan.

This is a free event open to all in the community who are interested in learning more about the various needs and challenges in Scranton.

During these listening sessions, community leaders from nonprofit organizations will share relevant community needs throughout Lackawanna County. Topics for discussion, taken from the City of Scranton’s Strategic Economic Development Plan, include industry growth; welcoming diverse talent; affordable and quality housing; emergency services; and diversity, equity, and inclusion (DEI).

“The Scranton Area Community Foundation is proud to bring together local nonprofit organizations to gain a comprehensive and clear picture of the region we serve,” stated Laura Ducceschi, President and CEO of the Scranton Area Community Foundation. “We value our opportunity to work in partnership with the City of Scranton to develop strategies to maximize the use of funding in the region and we look forward to hearing from leaders of nonprofit organizations to get their perspectives on the current issues and challenges they are facing as well as what lies ahead,” Ducceschi added.

“Elevating Voices for Community Solutions” Listening Sessions will take place at the Hilton Scranton & Conference Center on Tuesday, December 6, and Wednesday, December 7, 2022 from 8:00 AM – 12:00 PM. To register to attend, please email the Scranton Area Community Foundation at info@safdn.org.

ARPA Small Business Grant Applications Open Now

  • Small Business Recovery Grants
    • Administered through the SAF
    • Up to $25,000 towards losses caused by COVID-19
    • Must be in business prior to March 3, 2020
  • Wage Boost Grants
    • Administered through the SAF
    • Up to $50,000 to increase wages for employees over a 2 year period
  • Business Start-up or Expansion Funding
    • Administered through the City
    • 25% of total start up or expansion costs up to $100,000
    • Must have opened after March 3, 2021
  • Business Façade Improvement Grants
    • Administered through the City in partnership with NeighborWorks, UNC, and Scranton Tomorrow
    • Up to $10,000 to improve façade
    • Must be an existing business currently occupying space

For more information and to apply visit: https://scrantonpa.gov/arpa/arpa-smallbusiness/