Marywood University to Host Forum Addressing Violence with Bestselling Author The Defenders of Democracy, a nonpartisan grassroots advocacy organization currently focused on a collaborative community approach to violence prevention, will host a forum in response to the growing epidemic of violence in our country. The forum, “A Community Confronts Violence: A New Vision,” will be held on Thursday, October 12, 2023, from 6:30 p.m. to 8:30 p.m. at Nazareth Hall, Marywood University. The event is free to attend and is open to the public. Michael Fanone, the former District of Columbia Metropolitan Police Officer who nearly died on January 6, 2021, at the Capitol in Washington, D.C., will be the keynote speaker. Officer Fanone will discuss his bestselling book, Hold the Line, which addresses many of today’s most critical issues and how they impact our lives. Joining Officer Fanone will be Dr. Matthew Schaffer, the Director of Psychological Services at Marywood University and an expert in threat assessment, who will lead an interactive discussion about creating a community initiative to prevent violence in our region. The event’s goal is to bring together the various governmental, public, and private entities working on violence prevention and to explore models that have been effective in other communities and countries. The Defenders of Democracy was established and is administered through the Scranton Area Community Foundation to foster issues in civic engagement. “The Scranton Area Community Foundation supports events that bring the community together to work on solutions that enhance the quality of life for all people in Northeastern Pennsylvania,” stated Laura Ducceschi, President and CEO of the Scranton Area Community Foundation. “This event aims to convene the community to work on solutions that address violence within our communities. It is an important topic that has come up more and more frequently in community conversations, both locally and nationwide.” Copies of Officer Fanone’s Hold the Line book will be available for sale. Officer Fanone will stay to autograph copies following the event. Munley Law is the presenting sponsor. While the event is free and open to the public, registration is required. Register at https://www.campusce.net/marywood/course/course.aspx?catId=62.
FNCB Bank Supports UNICO Scranton Coat Drive With $1,000 Grant FNCB Bank, locally based since 1910, has announced a $1,000 grant to UNICO Scranton to help purchase new winter coats for children in need at Friends of the Poor in Scranton. “We take for granted having a warm coat when temperatures drop, but for many in our community, this is not always the case,“ said Michael Cummings, FNCB Bank Senior Vice President, Marketing Manager. “In addition to our donation, we encourage folks to drop off new or gently used men’s, women’s, and children’s coats at any FNCB Bank location in Lackawanna County to help tackle this need.” The support of UNICO Scranton and the Friends of the Poor is part of FNCB’s larger Community Caring initiative. A true, local community bank, FNCB Bank is making a difference through volunteerism, donations, and outreach programs.
Marywood University Celebrated EMPOWER Campaign at Launch Event On Friday, at an outdoor celebratory launch event, Marywood University announced the public phase of its comprehensive campaign, EMPOWER: The Campaign for Marywood. The event, which featured the popular local band, The Chatter, kicked off the campaign as well as Marywood’s Alumni and Family Weekend. Alumni, students and their families, faculty, staff, and members of the greater community attended the announcement and the celebration that followed. EMPOWER is a multi-year effort to raise $30 million with three priority areas: to create access to education through scholarships for students with financial need, to reimagine campus through the construction, renovation, and renewal of buildings and spaces to support growing programs and next-gen learning, and to enhance the student experience through annual and endowed philanthropic support. To date, Marywood has raised $24 million from alumni, parents, and friends of the University during the quiet phase of the campaign. During the event, Marywood University President Sister Mary Persico, IHM, Ed.D. introduced the official campaign video, and followed its presentation by stating, “Through the EMPOWER campaign, we are embarking on a journey that transcends the boundaries of our campus. The impact of this campaign will ripple far beyond these walls, reaching into the very heart of our local community and contributing to the development of the region.” She continued, “By empowering our students, by fostering innovation and learning, we are sparking a chain reaction that will uplift our local communities, stimulate economic growth, grow the workforce, and inspire a brighter future for all.” Campaign co-chairs, Marywood Board of Trustees Chair Lisa Lori, Esq. and Marywood Trustee Robert Tamburro, followed Sister Mary, with Atty. Lori noting, “Marywood’s commitment to education has always been steadfast, empowering students to believe in themselves and serve their communities…Together, we will create, reimagine, and enhance the future of Marywood University.”
Keystone Mission Secures Public Shower Access Keystone Mission successfully advocated and secured public shower access for the unhoused population it serves in the City of Scranton at its facilities open for public use. Guests at Keystone Mission’s Innovation Center now have access to showers at Scranton’s Weston Field House, to preserve their health, safety, and dignity just as all other members of the public, thanks to a meeting with agency leaders and personnel.Shower access allows guests to clean up for job interviews, obtain job interviews, and other opportunities that would not be available to them.
Tobyhanna Army Depot Artisans Recognized on National Tradesman Day Tobyhanna Army Depot celebrated National Tradesman Day by shining a spotlight on some of its expert tradesmen and saluting all tradesmen who contribute to the organization’s mission. The depot employs artisans in a variety of trades for both mission and base operations. Many other tradespeople work in the Installation Services Directorate’s Facilities Maintenance Branch, providing vital support to base operations and tackling a broad mission that ranges from plumbing to electrical and beyond, according to Public Works Division Chief James Wisnewski. “The Facilities Maintenance Branch defines what it means to be a customer service organization. No matter how complex or urgent the task is, they are always up for the challenge. Their efforts ensure that Tobyhanna can accomplish its C5ISR mission,” he said. Scott Burti joined the Facilities Maintenance Branch three years ago, after a successful career as a commercial electrician. A father of five, he says he sought federal employment for opportunity. “My family is the most important thing to me and my prior career had me consistently working 11-to-12-hour days, 7 days a week. I am thankful for the opportunity to be a part of Team Tobyhanna, where I can use my skills while also having great work-life balance.” Burti lauded the depot workforce as one of the organization’s greatest assets. “I have made some of the best friends I’ve ever had here. The people here are amazing.” While the depot’s vast campus allows Burti to utilize his electrical knowledge, he considers himself a lifelong learner and recently shadowed Installation Services directors as part of the TOBY2035 Federal Wage System Directorate Internship Program. He says the internship was truly eye-opening. “Shadowing Mr. Ramey and Ms. Leonard changed my perception of what is required to be a senior leader at Tobyhanna. Experiences like this [the internship] are key to dispelling myths and improving our culture,” adding that he hopes to use his dynamic background to benefit Tobyhanna’s business operations in the future. A graduate of East Stroudsburg University, Burti earned a Bachelor of Science Degree in business with a concentration in psychology and is currently pursuing a Master of Business Administration degree. He is also a current member of the Leadership Lackawanna Core Class of 2023-2024. In his personal life, Burti enjoys golfing, spending time with his family and volunteering in his community. Michael Gaudette is a Maintenance Mechanic in the Installation Services Directorate. He is known around TYAD for his wealth of abilities which include plumbing, fitting pipes, and managing the heat and boilers on base. Prior to joining Team Tobyhanna in 2008, he had 15 years of experience doing residential and commercial work of the same sort. Although Gaudette has taken a few classes here and there, he considers himself trained on the job. He said he trained alongside individuals with years of experience and learned many best practices from those mentors. Although grateful for the experience he gained, he looked to TYAD in search of something better, citing the flexibility as one of the main things that brought him here. As TYAD covers 2.4 million square feet of space, it’s easy to imagine that no two days repeat themselves. Gaudette said that is what he likes best about working here. “For me it’s always something different. I’m not in the same place every day,” said Gaudette. “We have tons of different buildings around TYAD and I’m in different buildings all the time. No job is ever the same.” One highlight of his depot career thus far came in 2010 when Gaudette served for six months in Afghanistan working on Counter Improvised Explosive Devices. Although never having formally enlisted, he said he viewed the eye-opening experience as his way of helping to give back. Outside of TYAD, Gaudette enjoys the outdoors, describing himself as an avid golfer, hunter and fisherman. He also enjoys spending time with his family and watching his four grandchildren participate in youth soccer and baseball. Daniel Unger is an Air Conditioning Equipment Mechanic in the Installation Services Directorate. Growing up in a nearby community, Unger said he’s known about TYAD and its mission of supporting the Warfighter for most of his life. He attended Johnson College where he graduated with a Heating, Ventilation & Air Conditioning (HVAC) degree in 2019 and said that upon graduation, he wanted to try his best to join the Depot’s talented workforce. Unger described himself as a hands-on person. He said knew early on that he wanted to enter an industry that allowed him to keep his hands moving. He took an interest in HVAC after shadowing a family friend who owned a HVAC business. Unger officially joined Team Tobyhanna in 2020 as a contractor and was brought on as a full-time employee in May 2022. Like Gaudette, he said that his favorite thing about working at TYAD is that every day is different and presents a new challenge. “The thing I like most about my job is that there’s so many different places and so many different types of equipment. I even have my own van,” said Unger. “[TYAD] is almost like its own little city so I don’t really work on the same equipment every day. It is always something new.” When he’s not at work, Unger keeps busy by riding his 2021 Harley Davidson motorcycle around and working on his antique truck, a 1984 Ford F350. He also has his own HVAC business doing residential installations in Northeastern Pennsylvania. Facilities Maintenance Branch Chief John MacKinney III lauded the trio and emphasized their commitment to Tobyhanna’s mission. “These are some of the most dedicated folks I have worked with. They stay late or come in at all hours of the day to address emergencies,” he said. “I feel honored to lead this team, and hope we continue to exceed expectations.” Installation Services Director William Ramey agreed. “They bring a wealth of knowledge to support our critical infrastructure requirements. Their commitment to teamwork and solving complex problems contributes to the success of our entire installation,” said Ramey. Joshua Ward is one of Team Tobyhanna’s newest members, serving as a Heavy Mobile Equipment Mechanic in the Production Engineering Directorate’s Mobile Equipment Branch. Ward and his colleagues in the depot Motor Pool sustain mission-critical equipment such as forklifts, utility vehicles, excavators and much more. A Northeastern Pennsylvania native, Ward worked in the private sector as a plumber prior to his depot career. He says his current role is a better fit for his abilities. “I worked as a mechanic in the Army, so being a part of the Motor Pool allows me to use that experience. Every day here is unique, and I like being able to work on different types of equipment for different reasons. Some days, I’m fighting to fix a door latch and others, I am changing batteries.” Among Ward’s key roles is serving as Tobyhanna’s roll back operator – a role pivotal to Tobyhanna’s mission supporting military readiness. Roll back materiel movement is required to relocate assets from one part of the depot to another, as well as to transport equipment on-and-off post for service not available in the Motor Pool. While he’s only worked as an Army Civilian for a few months, Ward is no stranger to Tobyhanna Army Depot – he previously served on post as a member of U.S. Army Reserve’s 392nd Signal Battalion. Ward continues to serve his nation as a member of the 412th Engineering Company, headquartered in Scranton and has more than 10 years of military service under his belt. Like others, Ward noted the immense number of opportunities available at Tobyhanna Army Depot and says he is setting big goals for himself. “In the future, I want to move into leadership, and I’m working now to identify courses that can help me grow. I also want to continue my education.” In his limited free time, Ward enjoys do-it-yourself projects on his home, spending time with his two young children, and fishing – especially at Barney’s Lake. Ward’s supervisor, Michael Fedorisin, celebrated Ward and the impact he has made in such a short time. “Josh is a great worker and a true asset to our Motor Pool team. He doesn’t hesitate to take on a repair that is out of his normal day-to-day routine, as he is always looking to expand his skill set. His drive and strong work ethic show his passion to support his fellow warfighters.”
UNC’s Carbondale Farmers Market Introduces New Program United Neighborhood Centers of Northeastern Pennsylvania’s Carbondale Farmers Market is happy to introduce a new program to stretch the food dollars of SNAP/EBT recipients called Fresh Produce Food Bucks, thanks to a Nutrition Incentive Program in partnership with The Food Trust in Philadelphia. The Food Trust Fresh Produce Food Bucks program helps make fresh produce and other healthy foods accessible and affordable. Food Bucks are SNAP incentives earned at the point of purchase by shoppers paying with SNAP. At Carbondale Farmers Market, for every $4.00 in SNAP benefits spent, the customer will receive $2.00 in Fresh Produce Food Bucks with no limit each week. Individuals that spend $20.00 in SNAP/EBT will receive $10.00 to shop for fresh produce every week. Individuals are encouraged to speak with the Market Manager during market hours to learn more about the program. SNAP/EBT benefits can be utilized at any vendors who sell SNAP qualified products. Food Bucks can be redeemed at any of our produce vendors including Halstead’s Farm, Sturdy Greens and Mid-Valley Organics; to purchase local, fresh fruits, vegetables, herbs, and mushrooms. Carbondale Farmers Market provides space for our customers to shop with local businesses and farmers every week, year-round.
PennDOT Invites Pennsylvanians to Share Feedback on Construction and Maintenance Services The Pennsylvania Department of Transportation (PennDOT) is accepting construction and maintenance services feedback through an online survey. The public can take the survey through October 20 by visiting 2023 PennDOT Construction/Maintenance Customer Satisfaction Survey. Construction and maintenance work has been underway across the state this year. From January through August, 485 bridges were put out for bid to be repaired, replaced or preserved by PennDOT or industry forces. So far this year 161 state and local bridges were completed, 17 of which went out for bid this year. Additionally, from January through August more than 3,100 roadway miles were improved by department or partner crews. This includes 1,065 miles of paving. “The PennDOT team and our industry partners work hard to keep people moving and our economy growing,” PennDOT Secretary Mike Carroll said. “This survey is one way that we continually look for educational opportunities and areas of success or potential improvement.” The 24-question survey asks respondents how they receive PennDOT roadway information and how often PennDOT meets or exceeds expectations in construction and maintenance activities. Respondents are also asked about experiences with reporting concerns to the department, and whether or how they use the state’s 511PA traveler information services. Motorists can check conditions on major roadways by visiting www.511PA.com. 511PA, which is free and available 24 hours a day, provides traffic delay warnings, weather forecasts, traffic speed information and access to more than 1,000 traffic cameras. 511PA is also available through a smartphone application for iPhone and Android devices, by calling 5-1-1, or by following regional Twitter alerts. Subscribe to statewide PennDOT news and traffic alerts at www.penndot.pa.gov/news or choose a region under “Regional Offices.” Information about the state’s infrastructure and results the department is delivering for Pennsylvanians can be found at www.penndot.pa.gov/results. Find PennDOT’s planned and active construction projects at www.projects.penndot.gov.
Johnson College and CAN DO Host Ribbon Cutting Ceremony to Celebrate Grand Opening In a joint celebration held today, September 27, CAN DO and Johnson College held a ribbon-cutting ceremony for the ‘Johnson College at the CAN DO Training Center’. This celebration comes after the two institutions announced their partnership to bring a technical school to the Greater Hazleton Area earlier this year. The ‘Johnson College at the CAN DO Training Center’ ribbon cutting event showcased the expansive 20,000 sq. ft. facility – which was once home to the former McCann School of Business and Technology. Guests were invited to tour the new school, including classrooms, lab spaces, and the campus resource center that is open to all students. Capriotti’s Catering and Little Treats and Cakes by Janna catered the event with light lunch fare and desserts. Dr. Katie Leonard, President and CEO of Johnson College, and Joseph Lettiere, President and CEO of CAN DO, were both present and spoke about how this partnership is a monumental achievement for the Greater Hazleton Area, its residences, and its businesses. Dr. Katie Leonard spoke of the importance of the College’s industry partners throughout her remarks. “I like to say that we are founded and grounded in industry”, she mentioned. “The industry partnerships we’ve fostered here in the Greater Hazleton region helped us identify the need for skilled technicians and technologists in the area and the need for us to create unique, hands-on, industry-driven experiences for students who want to work within those industries.” During his remarks, CAN DO President and CEO, Joseph Lettiere, stated, “CAN DO’s partnership with Johnson College is monumental for the Greater Hazleton Area and its residents as a whole. Through the various programs available on this campus, our community will have direct access to the necessary training and education our industries are in need of…these programs truly move the needle for members of our community by providing industrial education that will ultimately lead to family- and life-sustaining careers.” Other key members of this partnership and esteemed dignitaries also in attendance included Charles Burkhardt, Chair of the CAN DO Board of Directors, Pat Dietz, Chair of the Johnson College Board of Directors, Pennsylvania State Senator David Argall, representing Pennsylvania’s 29th Senatorial District, and members from both CAN DO and Johnson College’s Board of Directors. With its strategic positioning inside of the Humboldt Industrial Park, Johnson College’s Hazleton campus will provide students with advantageous proximity to nearly 70 industries currently employing more than 11,000 individuals. The campus is also now a central education hub for communities within lower Luzerne and surrounding counties. While classes officially began on August 28, the new school offers a robust curriculum aimed to cater to the diverse academic and industry needs of the Greater Hazleton Area community. Notable program offerings include a 2-Year Associate Degree in Applied Science for Electrical Construction Technology and 1-Year Academic Certificate programs in Welding Technology, Industrial Technology, and Building and Property Maintenance. Additionally, the school offers continuing education certificate courses in Medical Assistant, Computer Support, and Security Specialist, as well as Class A CDL Driver Training. For more information about these upcoming programs, visit johnson.edu/Hazleton.
Peoples Financial Services Corp. and FNCB Bancorp, Inc. Announces Merger Peoples Financial Services Corp. (“Peoples”) (Nasdaq: PFIS) and FNCB Bancorp, Inc. (“FNCB”) (Nasdaq: FNCB) today announced they have entered into a definitive agreement under which Peoples and FNCB will combine in an all-stock strategic merger valued at approximately $129.0 million based on a 20-day volume weighted average stock price for Peoples’ common stock of $44.13 as of September 26, 2023, resulting in an implied price per share to holders of FNCB Common Stock of approximately $6.44 per share. Under the terms of the definitive agreement, which was unanimously approved by the boards of directors of both companies, upon the completion of the merger, the FNCB shareholders would receive 0.1460 shares of Peoples common stock for each share of FNCB common stock they own. The pro forma post-merger shareholder ownership split would be approximately 71% for Peoples and 29% for FNCB. Highlights of the Transaction: Strategic merger that creates a bank holding company with nearly $5.5 billion in assets and a combined market capitalization of approximately $444 million; #2 ranked deposit market share in the Scranton-Wilkes Barre metro statistical area and #5 ranked Pennsylvania-headquartered community bank under $20 billion in total assets; The headquarters of the combined holding company will be located in Scranton, Pennsylvania and the combined bank headquarters will be based in Dunmore, Pennsylvania; The combined bank holding company will operate under the name “Peoples Financial Services Corp.” and will trade under the Peoples ticker symbol “PFIS” on the Nasdaq Stock Market. The combined bank will operate under the “Peoples Security Bank and Trust Company” brand; and Both companies have closely aligned leadership cultures dedicated to the success of our customers, communities, employees and shareholders. Financial Benefits of the Merger: The transaction is projected to deliver 59% EPS accretion to Peoples 2025 estimated EPS and inclusive of all merger synergies, with a tangible book value earn-back period of 2.4 years. The transaction is projected to be 40+ accretive to FNCB’s EPS. In addition, post-closing, Peoples plans to raise its quarterly dividend to $0.6175 per share, or to $2.47 per share on an annual basis, which will create no dilution for FNCB shareholders. Peoples’ post-closing annual cash dividend is projected to be 51%+ higher than current levels. On a pro forma basis for the year 2025, the combined business is expected to deliver top-tier operating and return metrics upon fully phased-in integration plans, including: Annual Net Income of $63.6 million; Annual Earnings per Share of $6.29; Annual cash dividends per share $2.47 with a dividend payout ratio of 39%; Return on Average Assets of 1.11%; and Return on Average Tangible Common Equity of 15.8%. The pro forma combined company financial metrics are based on estimated combined company cost synergies, anticipated purchase accounting adjustments, and the expected merger closing time-frame. Governance and Leadership: The combined bank holding company’s board of directors will have 16 directors, consisting of eight directors from Peoples and eight directors from FNCB with Peoples’ current Chair William E. Aubrey, II serving as Chair of the combined board of directors and FNCB’s current Chair, Louis DeNaples, Sr., will serve as Vice Chair of the combined board of directors. The combined company will be led by a highly-regarded management team with significant financial services experience. Craig Best, Peoples’ current Chief Executive Officer, will continue to serve in that role for the combined bank holding company and the combined bank. Gerard Champi, FNCB’s current President and Chief Executive Officer, will serve as President of the combined bank holding company and the combined bank. John Anderson, Peoples’ current Chief Financial Officer, will continue to serve in that role for the combined bank holding company and the combined bank. Thomas Tulaney, Peoples’ current Chief Operating Officer, will continue to serve in that role for the combined bank holding company and the combined bank. James Bone Jr., CPA, FNCB’s current Chief Financial Officer, will serve as Chief Operations Officer of the combined bank holding company and combined bank. The remainder of the executive team will be drawn from both Peoples and FNCB. It is expected that at the one-year anniversary of the merger closing, Craig Best will retire as Chief Executive Officer, Gerard Champi will be appointed to the position of Chief Executive Officer of the combined bank holding company and the combined bank and Thomas Tulaney will be appointed to the office of President of the combined bank holding company and the combined bank. Craig Best will continue as a member of the Board of Directors of the combined holding company and the combined bank after the one-year anniversary of the merger. From Craig Best, Peoples Chief Executive Officer and Director “This strategic merger accelerates our objective of creating a dynamic, top-tier Pennsylvania franchise in order to help our communities become a better place to live and work while offering the best services possible to our customers. Notably, this transaction will create a more diversified and liquid balance sheet, which will enable the combined company to accelerate its organic growth strategy. The close relationship between both management teams and boards of directors will further benefit us in exceeding our customers’ expectations as we help them achieve their financial goals. We are looking forward to utilizing our combined management team’s mutual financial expertise and strengths to achieve our shared goals and vision to deliver value to our customers and shareholders. I am extremely happy to be working alongside Jerry who is an exceptional leader and long-serving industry veteran.” From Gerard (“Jerry”) Champi, FNCB Chief Executive Officer, President, and Director “We are excited to partner with Peoples with whom we share a strong strategic vision. Due to the high degree of familiarity between our businesses, we believe that our combined management teams can leverage the benefits of both of our banks’ strengths to build long-term value for our customers, shareholders, communities, and employees. FNCB and Peoples’ mutual goal of constructing a customer-first focused outlook will bolster our ability to serve the communities in which we operate. We feel confident that this strategic combination will unlock our ability to create the most dynamic, well-equipped, and competitive Pennsylvania community bank franchise. We are thrilled to have the opportunity to partner with Craig and his team. We have a tremendous amount of respect for Craig’s leadership and the high-quality franchise that he and his team have built over the years.” Timing and Approvals The transaction is expected to close in the first half of 2024, subject to satisfaction of customary closing conditions, including regulatory approvals and shareholder approval from both Peoples and FNCB shareholders. FNCB directors have entered into agreements with Peoples pursuant to which they have committed to vote their shares of FNCB common stock in favor of the merger. Peoples’ directors have entered into agreements with FNCB pursuant to which they have committed to vote their shares of Peoples common stock in favor of the merger. For additional information about the proposed merger of FNCB with and into Peoples, shareholders are encouraged to carefully read the definitive agreement that will be filed with the Securities and Exchange Commission (“SEC”) tomorrow. Advisors Cedar Hill Advisors, LLC acted as financial advisor to Peoples in the transaction. D.A. Davidson & Co. acted as financial advisor to Peoples and delivered a fairness opinion to the Board of Directors of Peoples. Troutman Pepper Hamilton Sanders LLP served as legal counsel to Peoples. Stephens Inc. acted as financial advisor to FNCB and delivered a fairness opinion to the Board of Directors of FNCB. Cozen O’Connor served as transaction legal counsel to FNCB and Stevens & Lee served as regulatory legal counsel to FNCB. Investor Presentation Details A presentation regarding the merger announcement will be filed with the SEC and made available at the SEC’s website www.sec.gov or by accessing Peoples’ website at www.psbt.com under the “Investor Relations” link or by accessing FNCB’s website at www.fncb.com under the “About FNCB” link. About Peoples Financial Services Corp. Peoples Financial Services Corp. is the $3.7 billion bank holding company, headquartered in Scranton, PA, for Peoples Security Bank and Trust Company, an independent community bank formed as a result of the merger between Peoples Neighborhood Bank and Penn Security Bank & Trust Company. The combined bank services its retail and commercial customers through twenty-eight full-service community banking offices located within; Allegheny, Bucks, Lackawanna, Lebanon, Lehigh, Luzerne, Monroe, Montgomery, Northampton, Susquehanna and Wyoming Counties of Pennsylvania, Middlesex County in New Jersey and Broome County in New York. Learn more at www.psbt.com. About FNCB Bancorp, Inc. FNCB Bancorp, Inc. is the $1.9 billion bank holding company of FNCB Bank. Locally-based since 1910, FNCB Bank continues as a premier community bank in Northeastern Pennsylvania – offering a full suite of personal, small business and commercial banking solutions with industry-leading mobile, online and in-branch products and services. FNCB currently operates through 16 community offices located in Lackawanna, Luzerne and Wayne Counties and remains dedicated to making its customers’ banking experience simply better. For more information about FNCB please visit www.fncb.com. Peoples Financial Services Corp. Contact Marie L. Luciani Investor Relations Officer (570) 346-7741 marie.luciani@psbt.com FNCB Bancorp, Inc. Contact James M. Bone, Jr., CPA Executive Vice President and Chief Financial Officer FNCB Bank (570) 348-6419 james.bone@fncb.com Forward-looking Statements This communication includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, with respect to the beliefs, goals, intentions, and expectations of Peoples and FNCB regarding the proposed transaction, revenues, earnings, earnings per share, loan production, asset quality, and capital levels, among other matters; our estimates of future costs and benefits of the actions we may take; our assessments of expected losses on loans; our assessments of interest rate and other market risks; our ability to achieve our financial and other strategic goals; the expected timing of completion of the proposed transaction; the expected cost savings, synergies, returns and other anticipated benefits from the proposed transaction; and other statements that are not historical facts. Forward–looking statements are typically identified by such words as “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “will,” “should,” and other similar words and expressions, and are subject to numerous assumptions, risks, and uncertainties, which change over time. These forward-looking statements include, without limitation, those relating to the terms, timing and closing of the proposed transaction. Additionally, forward–looking statements speak only as of the date they are made; and except as may be required by law, Peoples and FNCB do not assume any duty, and do not undertake, to update such forward–looking statements, whether written or oral, that may be made from time to time, whether as a result of new information, future events, or otherwise. Furthermore, because forward–looking statements are subject to assumptions and uncertainties, actual results or future events could differ, possibly materially, from those indicated in or implied by such forward-looking statements as a result of a variety of factors, many of which are beyond the control of Peoples and FNCB. Such statements are based upon the current beliefs and expectations of the management of Peoples and FNCB and are subject to significant risks and uncertainties outside of the control of the parties. Caution should be exercised against placing undue reliance on forward-looking statements. The factors that could cause actual results to differ materially include the following: the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the definitive merger agreement between Peoples and FNCB; the outcome of any legal proceedings that may be instituted against Peoples or FNCB; the possibility that the proposed transaction will not close when expected or at all because required regulatory, shareholder or other approvals are not received or other conditions to the closing are not satisfied on a timely basis or at all, or are obtained subject to conditions that are not anticipated (and the risk that required regulatory approvals may result in the imposition of conditions that could adversely affect the surviving corporation or the expected benefits of the proposed transaction); the ability of Peoples and FNCB to meet expectations regarding the timing, completion and accounting and tax treatments of the proposed transaction; the risks related to capital actions of Peoples, FNCB and the combined entity, including related to actions concerning dividends; the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of the common stock of either or both parties to the proposed transaction; the possibility that the anticipated benefits of the proposed transaction will not be realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where Peoples and FNCB do business; the risks related to Peoples and FNCB not achieving their estimated financial performance; the risks related to changes in the interest rate environment, including the recent increases in the Board of Governors of the Federal Reserve System benchmark rate and duration at which such increased interest rate levels are maintained, which could adversely affect Peoples’ and FNCB’s revenue and expenses, the value of assets and obligations, and the availability and cost of capital and liquidity; risks related to the uncertainty in U.S. fiscal and monetary policy, including the interest rate policies of the Board of Governors of the Federal Reserve System; risks related to the volatility and disruptions in global capital and credit markets; risks related to the movements in interest rates; risks related to reform of LIBOR, the credit risks of lending activities, which may be affected by deterioration in real estate markets and the financial condition of borrowers, and the operational risk of lending activities, including the effectiveness of Peoples’ and FNCB’s underwriting practices and the risk of fraud; risks related to the fluctuations in the demand for loans; risk related to the ability to develop and maintain a strong core deposit base or other low cost funding sources necessary to fund Peoples’ and FNCB’s activities particularly in a rising or high interest rate environment; risks related to the rapid withdrawal of a significant amount of deposits over a short period of time; the risk related to the impact of other bank failures or other adverse developments at other banks on general investor sentiment regarding the stability and liquidity of banks; risks related to the impact of natural disasters or health epidemics; risks related to data security and privacy, including the impact of any data security breaches, cyberattacks, employee or other internal misconduct, malware, phishing or ransomware, physical security breaches, natural disasters, or similar disruptions; risks related to volatility in the trading price of Peoples’ and FNCB’s common stock; certain restrictions during the pendency of the proposed transaction that may impact the parties’ ability to pursue certain business opportunities or strategic transactions; the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; diversion of management’s attention from ongoing business operations and opportunities; the possibility that the parties may be unable to achieve expected synergies and operating efficiencies in the merger within the expected timeframes or at all and to successfully integrate FNCB’s operations and those of Peoples; such integration may be more difficult, time-consuming or costly than expected; revenues following the proposed transaction may be lower than expected; Peoples’ and FNCB’s success in executing their respective business plans and strategies and managing the risks involved in the foregoing; the dilution caused by Peoples’ issuance of additional shares of its capital stock in connection with the proposed transaction; effects of the announcement, pendency or completion of the proposed transaction on the ability of Peoples and FNCB to retain customers and retain and hire key personnel and maintain relationships with their suppliers, and on their operating results and businesses generally; the impact of continuing inflation and risks related to the potential impact of general economic, political and market factors on the companies or the proposed transaction and other factors that may affect future results of Peoples and FNCB; and the other factors discussed in the “Risk Factors” section of Peoples’ and FNCB’s Annual Reports on Form 10–K for the year ended December 31, 2022, in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of each of Peoples’ and FNCB’s Quarterly Reports on Form 10–Q for the quarters ended March 31, 2023 and June 30, 2023, and other reports Peoples and FNCB file with the SEC. Additional Information and Where to Find It In connection with the proposed transaction, Peoples will file a registration statement on Form S-4 with the SEC. The registration statement will include a joint proxy statement of Peoples and FNCB, which also constitutes a prospectus of Peoples, that will be sent to shareholders of Peoples and shareholders of FNCB seeking certain approvals related to the proposed transaction. The information contained herein does not constitute an offer to sell or a solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. INVESTORS AND SHAREHOLDERS OF PEOPLES AND FNCB AND THEIR RESPECTIVE AFFILIATES ARE URGED TO READ, WHEN AVAILABLE, THE REGISTRATION STATEMENT ON FORM S-4, THE JOINT PROXY STATEMENT/PROSPECTUS TO BE INCLUDED WITHIN THE REGISTRATION STATEMENT ON FORM S-4 AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT PEOPLES, FNCB AND THE PROPOSED TRANSACTION. Investors and shareholders will be able to obtain a free copy of the registration statement, including the joint proxy statement/prospectus, as well as other relevant documents filed with the SEC containing information about Peoples and FNCB, without charge, at the SEC’s website www.sec.gov. Copies of documents filed with the SEC by Peoples will be made available free of charge in the “Investor Relations” section of Peoples’ website, www.psbt.com under the heading “SEC Filings”. Copies of documents filed with the SEC by FNCB will be made available free of charge in the “About FNCB” section of FNCB’s website, www.fncb.com. Participants in Solicitation Peoples, FNCB, and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction under the rules of the SEC. Information regarding Peoples’ directors and executive officers is available in its definitive proxy statement, which was filed with the SEC on April 5, 2023, and certain other documents filed by Peoples with the SEC. Information regarding FNCB’s directors and executive officers is available in its definitive proxy statement, which was filed with the SEC on April 10, 2023, and certain other documents filed by FNCB with the SEC. Other information regarding the participants in the solicitation of proxies in respect of the proposed transaction and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC. Free copies of these documents, when available, may be obtained as described in the preceding paragraph.
PennDOT Honors Star of Excellence Recipients At a ceremony in Harrisburg today, Pennsylvania Department of Transportation (PennDOT) Secretary Mike Carroll recognized 31 PennDOT employees for their outstanding performance with the Star of Excellence Award, PennDOT’s highest recognition. Ralph Del Rosso and Jeremiah Gonzalofrom PennDOT’s Engineering District 4 which represents Lackawanna, Luzerne, Pike, Susquehanna, Wayne, and Wyomingcountieswere among the honorees. “I’m continually impressed by the hard work and dedication of the PennDOT team,” Secretary Carroll said. “These folks work tirelessly each day to provide safe and efficient transportation for Pennsylvania’s residents.” Carroll and other department executives honored Ralph Del Rosso and Jeremiah Gonzalo during an event held at the State Museum of Pennsylvania. “Both Ralph and Jeremiah have truly excelled in their service to the traveling public in northeast Pennsylvania,” said Richard N. Roman, P.E., District Executive for PennDOT Engineering District 4, based in Dunmore. “They are both stars within our organization and have developed meaningful relationships with property owners doing business with PennDOT.” Ralph Del Rosso Ralph Del Rosso has been employed by PennDOT Engineering District 4 for over 30 years and has been the Right of Way Administrator for over 20 Years. Ralph’s knowledge of the Department’s policies and procedures stems from years of experience on a multitude of transportation projects. He has a keen eye for detail which has helped him be a successful team leader and manage nearly 100 active jobs. He has converted all related files digitally allowing his team to easily access documents for projects increasing accessibility and productivity for the Department. Ralph attends public meetings and speaks with legislative contacts to discuss sensitive issues and consistently manages to explain complicated policies and procedures in a clear and concise manner. As Ralph is nearing retirement, he continues to teach his method of plan reviews and to pass on the skills he has utilized over the past 20 years to his successors. Jeremiah Gonzalo Jeremiah Gonzalo’s daily accomplishments continue to highlight the strategic themes of the Department. As District Permits Manager, Jeremiah is responsible for reviewing and approving all Highway Occupancy Permits for developments occurring in PennDOT Engineering District 4. His quality customer service has developed strong relationships prompted innovative ideas and promoted safety within the District. His promptness in service has ensured that progress is made towards Traffic Information Services and Highway Occupancy Permit approval without delays for submissions on eight major developments proposed in the Hazleton area. These developments are impacting the Route 424 corridor totaling upwards of 28 million square feet of warehouse space and require significant coordination with the District permits units and all the consultants and developers during the process. Jeremiah’s efforts have been recognized by developers who have continuously informed the District of their appreciation, in particular, the assistance provided by Jeremiah in moving the process along. The Star of Excellence Awards are presented annually to employees who represent the department’s values of service, performance, and integrity. The recipients represent a variety of organizational positions, spanning from highway maintenance and driver and vehicle services workers, to traffic control specialists, communications staff, and design and engineering specialists. Information about infrastructure in District 4, including completed work and significant projects, is available at www.penndot.pa.gov/D4Results. Follow local PennDOT news on Twitter and like the department on Facebook and Instagram.
