Good morning, everyone, and welcome to the Pinnacle Financial Partners Second Quarter 2021 Earnings Conference Call. Hosting the call today from Pinnacle Financial Partners is Mr. Terry Turner, Chief Executive Officer, and Mr. Harold Carpenter, Chief Financial Officer. Please note, Pinnacle’s earnings release and this morning’s presentation are available on the Investor Relations page of their website at www.pnfp com. Today’s call is being recorded and will be available for replay on Pinnacle’s website for the next 90 days. At this time, all participants have been placed in a listen-only mode. The floor will be open for your questions following the presentation. [Operator Instructions] During this presentation, we may make comments, which may constitute forward-looking statements. All forward-looking statements are subject to risks and uncertainties and other factors that may cause the actual results, performance or achievements of Pinnacle Financial to differ materially from any results expressed or implied by such forward-looking statements. Many of such factors are beyond Pinnacle Financial’s ability to control or predict, and listeners are cautioned not to put undue reliance on such forward-looking statements. A more detailed description of this and other risks is contained in the Pinnacle Financial’s Annual Report on Form 10-K for the year ended December 31, 2020 and its subsequently filed quarterly reports. Pinnacle Financial disclaims any obligation to update or revise any forward-looking statements contained in this presentation, whether as a result of new information, future events or otherwise. In addition, these remarks may include certain non-GAAP financial measures as defined by the SEC Regulation G. A presentation of the most directly comparable GAAP financial measures and a reconciliation of the non-GAAP measures to the comparable GAAP measures will be available on Pinnacle Financial’s website at www.pnfp.com. With that, I’m now turning the call over to Mr. Terry Turner, Pinnacle’s President and CEO.

Thank you, operator, and thank you for joining us this morning. Q2 was an outstanding quarter in my view. As most of you know that have been following us for some time, we took a number of actions in the early stages of the pandemic like modifying our incentive, focus on PPNR growth during 2020, to ensure that we'd be in a position to quickly return to our pre-pandemic growth trajectory, as the pandemic waned. I think the first two quarters of 2021 would suggest that we've been largely successful in that. We begin every quarterly call with this dashboard reflecting our key performance metrics on a GAAP basis, but as we most always do, because there are so many adjustments required in order to focus on the variables that we're truly managing here at Pinnacle, I'll move quickly to the chart reflecting the adjusted non-GAAP measures. As you can see, the second quarter was another fabulous quarter for us. Linked-quarter annualized loan growth ex-PPP was 12.6%. Linked-quarter annualized core deposit growth was 14.2%. Linked-quarter annualized revenue growth was 20.1%, and already strong asset quality got even better. On a lot of these earnings calls, I try to provide more color on all or several of the key metrics that are on this chart, but today I want to focus more on the big picture. And that's really the speed and the reliability of the growth over an extended period of time. Look at the CAGR for virtually every important growth metric. And I think that demonstrates the speed and reliability of our growth, even in the face of the various headwinds we've encountered over time. Take EPS as an example. The 17% CAGR, you got a dip in 1Q, 2Q 2020 associated with the COVID-triggered reserve bill. But other…

Thanks, Terry. Good morning, everybody. We're obviously pleased with our second quarter loan growth results. Excluding PPP, average loans were up 9% between the first and second quarters. Excluding PPP, end of period loans at June 30 compared to March 31 were up 12.6% annualized. As to loan yields, the yield curve remained volatile during the second quarter and we have mentioned for at least the last two conference calls, loan yields will be a fight in 2021. We will lean into our relationships even harder to maintain our yields. Overall loan rates were basically flat with the first quarter, but that was assisted by a big quarter and likely a high watermark for PPP forgiveness. PPP forgiveness boosted the second quarter yield on PPP loans to 5.47% from 4.51% in the first quarter. It will continue to be difficult to model loan yields for the next few quarters, given the impact of PPP. Excluding PPP loans, our average loan yield approximated 3.98% compared to approximately 4.07% in the first quarter. So where to from here? Our market leaders continue to believe that a loan growth forecast, excluding PPP in the high single-digits for 2021 to be a reasonable growth target for our firm. As always, we will lean on our new recruits to give us an advantage on loan growth coupled with our markets, which we believe to be some of the best banking markets with many of the best bankers in the Southeast, we're optimistic about our loan growth goals this year. We also recently announced our expansion in the Huntsville and Birmingham with seven relationship managers in total. We and they are both very excited about our opportunities in these two markets. As the loan volumes were modeled around $150 million in loan growth this year, from…

Thank you, sir. The floor is now open for questions. [Operator Instructions] Our first question is from Steven Alexopoulos from JPMorgan. Your line is open.

Good morning, everyone.

Good morning, Steve.

Good morning, Steve.

I would start to the pace of hiring seems to have picked up pretty nice, right 36 revenue producers added in the quarter. Is this a function of you guys having more of an appetite to increase hiring here, or are you just seeing more opportunities from other banks?

Yes, I think that's a great question. The short answer is, we are seeing more opportunities from other banks. I think you've probably heard us talk about, our approach to hire revenue producers that sort of the top of the waterfall for us. And I would say it all along, we've got an unlimited appetite, if we have experienced people that were competent can move large books of business, we'll hire as many of those as we come across as many of those we have opportunities to hire. But the case is that we are finding greater opportunities to hire people. And as I said in comments, Steve, I think a lot of that’s tied to M&A activity, just the frustrations that go along with being acquired, maybe in case some of them are just in your market, you have to be on the wrong end of the stick there, if you will, that’s creating a lot of opportunity. And then I think a couple of the big banks are just in a difficult spot, whether it's with regulators or whatever, but the bureaucratic grind is really working on their people, and so there is a lot of vulnerability that comes out of that.

Okay. That's helpful. That's good color. I'm curious if we look at the 216 revenue producers that you onboarded over the past two and a half years, given that we've basically been in a pandemic for about half the time they've been at your bank. Is the economy now more fully reopened, right, people are getting back to in-person meetings? Are you starting to see an acceleration in terms of that group being able to move the relationships over to Pinnacle?

I can't give you the definite answer on that Steve, I don't have the data just yet to say that for sure, but that is my intuition. I think a lot of the growth is coming from new hires, moving their books to us, that's a large part of what the growth is. And I do think it's a true statement that during the pandemic, people were – that they were able to move business, but it definitely had a longer sales cycle and it took them longer to get it done, and so that growth was somewhat retarded during the pandemic, and so our expectation is that, it should pick up.

Okay. And thanks. And just finally on BHG with quarterly originations, as Harold pointed out, running at 2 times, the pre-pandemic level. What would explain that, and is it sustainable? Thanks.

Yes, Steve. I've had quite a few conversations with BHG about that. They believe it's very sustainable, they attribute the growth rate to better analytics, they’d hire more people in their analyst group, they think they're going after a market with much more pinpoint precision and believe that there is plenty of business out there for them to go try to target. So relaying what they told us and then looking at what they're asserting for the rest of this year and next year. We're pretty excited about what they've gotten in front of them.

Okay, great. Thanks for all the color.

All right.

Your next question is from Stephen Scouten from Piper Sandler. Your line is open.

Hey, good morning, everyone.

Hey, Steve.

So I wanted to dig down into loan growth a little bit. It looked like the C&I growth was particularly strong, which has always been one of the all strong suits. But I'm wondering if there is been any changes as the bank has grown, have you had to look at larger loan sizes or if the balance sheet becoming any less granular over time? And then also the growth in consumer real estate look like a lot of that from Nashville. So if you could just dig down into what you're seeing on the loan growth side a little bit more.

Yes. I think there were one or two larger credits call it $30 million, $40 million in the first quarter that came – I mean, in the second quarter that were booked that helped bolster loan volumes. But I wouldn't think that's any different than call it over the last several quarters. There is always been some larger credits mixed up in there. As the consumer real estate, we are seeing some increased traffic with respect to that product, we're seeing with where the market is right now and Nashville particularly I think is unique in some respects with a lot of smaller businesses and also with call it sons and daughters of clients that are looking to get into the – get their first home acquired or otherwise find a house that they may not want to go through the traditional mortgage market with. And so, we accommodate them as do, I think a lot of other banks with particular products designed to meet that need. And so, I think that's what's causing some of the increase, particularly in Nashville.

Steve, I might add to that, I do think it's important. We've not increased our house limits in years. And so again, there is not a intentional intent to drive credit sizes larger. And we're always cautious about that game, because obviously, particularly to – upper and middle market credits, the higher the credit sides, generally the lower the rate and so forth. So anyway, I would just say we've not increased our house limits or done anything that would cause us to focus on higher tickets in particular.

Great.

I might add to that Steve, whatever it's worth, I think in our North and South Carolina footprint and let's call it the old BNC footprint, their growth was very strong. I think Rick Callicutt might tell you that it was his best loan growth quarter in the history of him running that organization there. And you can see that it is more skewed towards C&I, which was what our thesis is, don't screw up their CRE business, but bolster on of seeing that business and so we're getting increased activity in the C&I sector there.

Got it. Okay. And then it looked like commercial construction picked up a good bit in the quarter as well. And I'm just kind of wondering what you guys are seeing in terms of new projects coming online, if you've seen a material pickup there kind of your customer sentiment and new investments in some of these projects.

Yes. I don't know if it's any significant new projects. We are seeing some come across, but I think a lot of the construction funding that was in the second quarter were projects that had worked through their equity phase. And now they're into – they're using bank money to fund the additional construction requirement. So I'm not, maybe Terry has got some updated information on that, but I don't – we don't see – there is obviously some incoming traffic with respect to multifamily and warehouse, we're not seeing a whole lot of additional requests for call it hospitality or spec office.

Okay, great. And then maybe last one for me, just kind of thinking about the fees for a minute. I think you guys said you would expect mortgage to kind of be similar to this quarter in the back half of the year. But if I'm looking at your slide, I guess at slide 60, it looks like production and even gain-on-sale margins are still fairly well elevated to 2019 levels. So I'm just kind of wondering why that revenue would kind of decline more to – or sustain it a more 2019 sort of level if that's the case?

Well, we think there is a lot of things going on in mortgage right now. They’ve had a great last year or so like produced a lot of revenues for us. But the housing markets I think in our most vibrant markets call it Nashville, Raleigh, Charlotte, Atlanta, the inventory is really getting depleted and then they're finding a lot of cash buyers. And so the mortgage tickets are either nonexistent or reducing. And so we're trying to kind of anticipate that a little bit here going into the last part of the year, which typically would be slower.

Steve, I think the other aspect of that is compared to 2019, we're in markets that we weren't in like Atlanta, Birmingham, and Huntsville. And if you look at the number of mortgage originators, there is an incremental headcount versus 2019. So we've added origination capability.

Yes, okay. Yes, that’s a great point. Okay. Well that's great. And then, sorry, maybe one last tack on just the SBA run rate it did look like it jumped pretty significantly in the quarter. Is that sustainable or is that more kind of a one-time increase on some buildup production on balance sheet that you sold off?

Yes. Runs through Rick Callicutt and had a couple of conversations with Rick about that. He believes it’s sustainable, he believes well there'll be a big kind of a congressional proposal here over the next month or so. Right now we can sell up to 90% of loan from 75%. And we believe in the next month or so we're hopeful congress will renew that and extend it, so we're hopeful for that and – because that would play into that assertion about maintaining that same volume here over the next couple of quarters.

Perfect. Thanks so much for the color guys and congrats on all the continued progress.

Thanks, Steve.

Our next question is from Jennifer Demba from Truist Securities. Your line is open.

Hi, good morning.

Hi, Jennifer.

Hi, Jennifer, how are you?

I’m good. How are you?

Good. Great.

A question, you hired some revenue producers in Birmingham and Huntsville. Could we see more hires in what are currently non-Pinnacle markets in the coming months and quarters as you guys – as you indicated before you – I guess you're seeing more proactive incoming calls, people interested in working for you?

Yes. I think the answer to that is yes, Jennifer. I was saying there in the comments. I'm not – I don't want to necessarily force you out on it. We will go to additional markets, but on the other hand, I'd be shocked if we don't have other opportunities going forward, I think your take on our sentiment is right, that there is increased vulnerability and we are having more people reach out to us and so forth. So I expect – I don't have a market that we're ready to announce, but our base price over the next 12 months, if we didn't add one or two.

Could those options stretch out over to Texas or other markets you might not necessarily think of for Pinnacle?

I don't think so, Jennifer. I mean, I don't want to rule Texas out, because it's a fabulous market. There might be a day and time we want to go there. But I'm just saying most of the thrust and most of the energy right now I would classify is in the Southeast. And so, again, I think it's markets East of us and South of us and so forth.

Okay. And when you’re hiring, how much wage pressure are you seeing right now?

I would say we are seeing a little wage pressure. But at this point, I don't see it as overwhelming in the hiring part of the equation. But I think you're on the right track in that we have to work hard, there's sort of two aspects to it, one is offense and one is defense. So we're constantly on offense trying to hire new people. We're also constantly on defense trying to protect our associates, and so we do see some pressure as people come after and target our associates. We don't let them – we're not likely to let good associates get away, and so you do see some price pressure there.

Okay. Thanks, guys.

Your next question is from Jared Shaw from Wells Fargo Securities. Your line is open.

Hey guys. Good morning.

Hi Jared.

Hi Jared.

I guess maybe sticking to theme Jennifer brought up, when you look at Slide 8, there's a lot of Florida markets in the Southeast. Do you think that as you go forward over the next few years, you can sort of pick off those markets individually with the same strategy you did in Atlanta? Or is that an area where you really need to start thinking about potentially doing some type of a deal to get into those markets and hit more of them it at one time?

Yes. Let me see if I can be clear on that. One is we like the top 25 markets is the Southeast, period, which, as you say, a good number of them are included in Florida. And so those are attractive markets to us. I think the second thing I would say is I tried to be clear although evidently was not clear in our last call that I think M&A is on the table. What I'd tried to say to people is – the only reason I say is on the table is because I've said before it wasn't on the table. And so I'm really just trying, hey, look, I've said we wouldn't do it, I'm saying we might do it. But all that said, that is not the most likely path for us. The most likely path, I love de novo starts and I think the opportunity for de novo starts are perhaps better now than I ever remember them. And so to Jennifer's question, we are having people that are reaching out to us, and the more people that reach out to us and if we hire, the more that creates a dialogue that opens opportunities for other markets and those kinds of things. So I guess, Jared, in trying to be as direct as I could be, I don't want to rule M&A out, but I wouldn't view it to be the most likely. The most likely is we would extend on a de novo basis and I do believe we're likely to have some opportunities over the next few years and kind of most of those top 25 markets.

That's great color. Thanks. And then shifting a little bit to BHG, BHG sort of expands their mandate and grows beyond first the medical professionals and the licensed professionals into these newer areas. Are the bank buyers, do the bank buyers have the same appetite for that new form of customer or do you expect that, that paper is going to be what really fuels future securitizations?

Yes, well, I think they'll pay for a left-right, left-right through securitizations and gain-on-sale. Carefully, I was speaking into the individual that runs their outplacement group, the person that positions loans with other banks. And he told me, I guess, this was four or five months ago that he could put 3x through that pipeline. So there is plenty of appetite that's available to BHG to run loans through that gain-on-sale model. But that said, I think they still believe that revenue diversification and funding source diversification is where they want to go. I think a 50/50 split maybe where they think they'll end up and start maybe with less frequency going to the balance sheet model, just to kind of – just – because I think at that time, there'll be pushing more loans through gain-on-sale. So the great point in all this is that they have the option. They can always reduce their appetite from the balance sheet model and running more loans through gain-on-sale and thus generate more near-term profit if they so desire. But as it sits right now, they're trying to get to that 50/50 split.

Okay, great. Thanks. And then just finally from me, Harold, you talked about the maturing CDs coming due over the next few quarters. Should we expect that you just sort of let those run off and CD balances decline and potentially cash balances run out or will most likely be renewed into a lower…

Well, I think there’s $300 million or $400 million of that, that's in the wholesale group, so those will get redeemed. But the rest are client CDs and we fully intend to renew those. And so they'll probably get renewed down into the, call it, the 25-basis point categories, somewhere along in that line.

Great. Thank you.

Your next question is from Brett Rabatin from Hovde Group. Your line is open.

Hey, good morning, everyone.

Hi, Brett.

Hi, Brett.

I wanted just to talk about the guidance for a second on NII. And I realize that the PPP income is likely to impact the margin negatively in the back half of the year. And it's hard to predict what that income will be, but it would seem like your guidance around NII approximating the first half of the year could be conservative, just kind of given the growth or it essentially implies that the margin pressure could be like 10 basis points or maybe a little more. Harold, can you maybe just walk through how you're giving that guidance and the components of it?

Yes, sure. But – well, first of all, you're right on your point about PPP. We don't anticipate nearly the revenue traffic or revenue flow that we got in the second quarter in the third and fourth quarters. The round two loans are the ones that will have most of the forgiveness opportunities here over the next, call it, three or four quarters, they have an extended tail, they're five-year credits, it's all that kind of stuff. But we will work with those borrowers and try to accelerate to get us best we can. But that said, I've got currently an 18-basis point kind of deposit rate right now on my deposit book. I think it's going to be a slower more methodical downdraft on that to get to 10 to 15 basis points over the next quarter or two. So I don't have the same opportunity that I had in the earlier part of the year to get any kind of additional momentum out of the – out of interest expense. Loan yields, we think they're going to hold. We hope they're going to hold. There is probably some more downdraft there. But all things considered, Brett, we just believe that the second half of the year, my NII number ought to be fairly close to what my – what the first half of the year on my list.

Okay.

Does that make sense?

Yes. Yes. I know there's a lot of moving pieces to it, so my understanding of guidance. The other thing I wanted to ask was just you had questions around BHG and sustainability of the recent trend and production. 3Q is actually typically their strongest quarter. Was there any inkling that maybe 2Q pulled forward some volume from 3Q or can you talk maybe about just thinking about obviously really strong numbers, but it would seem like 3Q is typically where you really have the growth? Any thoughts around seasonality.

Yes, I’ve got no feedback from them on that point. I don't think there was any pull-through of 3Q volume into 2Q. I don't think there was any kind of acceleration there. So we believe that they gave us a 40% kind of pre-tax growth number this year. So based on what we're seeing, that's very visible.

Okay, great. Congrats on the quarter. And thanks for the color.

All right.

Thanks, Brett.

Your next question is from Catherine Mealor from KBW. Your line is open.

Thanks. Good morning, everyone.

Hey, Catherine.

Maybe one question on credit. There is a lot of conversation today about reserve levels kind of heading back toward the day-one CECL number, which I think for you is about 67 basis point. How do you think, Harold, about – do you think that feels low? Do you feel like you'll get that low or where do you feel like your gut is at the reserve ratio may bottom?

Yes, I don't know, I don't think we'll get that low, Catherine, to be candid. When we are in that area, our reserve levels were at the low end of the peer group. So we're not targeting anywhere near that number. But we do think we've got some more room to go with respect to our allowance. We've been able to march it down so far, and we think we're going to be able to march it down some more, but I don't think we'll see that 70-basis point number you're talking about.

Okay. And then back to the question on the NII guide in the back half of the year, is there any kind of change to excess liquidity incorporated into that guidance or how should we think about the size of the balance sheet outsize of – outside of just the high single-digit loan growth?

Yes, I think my balance sheet will come up some over the next two quarters. We've got some opportunities to get some more wholesale funding off our balance sheet, so that will be – that will come into it. But we're not looking to do another big investment securities kind of transaction here in the second half. We'll just try to maintain what we have.

Got it. The still core NII should still be up, it's just really lower PPP that is driving the second half of the year to be kind of equal to the first half of the year.

Yes. That’s it.

Okay, got it. And then one last one if I could. Any updated thoughts on how BHG is thinking about a liquidity event? What are their kind of pros and cons in thinking about the timing of that for this year?

Yes, I think what we've said all along, they continue to study the markets, and like we've said, they're having fun, but they're not doing it for fun. They've increased their sophistication around whether the hedge funds or spikes or IPOs or whatever. So there'll be a liquidity event. I'm not sure when it's going to be. But the two founders that remain in the company that have significant, they believe, equity tied up in the company will want to see a liquidity event at some point and it's hard. You just can't blame them for that. We just don't know when it's going to occur. They – it's their company, they get to kind make those big decisions. We speak with them about it periodically. And – but so far so good, the runway for growth for them appears to be pretty long.

Great. That’s helpful. Congrats on a great quarter. Thanks.

Thanks, Catherine.

Our next question is from Brock Vandervliet from UBS. Your line is open.

Hey, guys. It's Vilas Abraham for Brock. Just a follow-up on C&I, just on utilization, what are you guys seeing now relative to pre-pandemic levels? Has there been any kind of bounce there and what are your assumptions in terms of the high single-digit loan guide as far as that goes?

Yes. That's a good question. We're not seeing any sign of increased utilization from commercial lines. It's still pretty flattish over the last two quarters. And we're not anticipating that move and significantly over the next two quarters. So I don't know what you might be hearing from other banks, but for us, it's kind of a non-event right now.

Okay. And then just beneath the surface on that CRE portfolio, is it still payoffs there that's driving some of the pressure and just competitive dynamics overall from your commentary there?

Yes. We had another kind of a big quarter for payoffs in the second quarter. We just happened to have enough new business to overcome it. But it was – it did accelerate some in the second quarter and commercial real estate was part of it. So I think the commercial real estate guys would tell you that they are seeing increased payoff traffic with projects going to Department of Finance a lot sooner. And I think that's just kind of the environment we're in and we want to stay in. Terry, I don't know, if you've got any.

Yes, I think that's right. There is an immense amount of money available for permanent financing. And so generally most of our bank borrowers who are here on a recourse basis like to get it into a long-term product of that recourse, and so there is a ton of that money available right now.

Okay. And just maybe one more, on deposit growth pretty sharp contrast in interest bearing deposit growth versus non-interest bearing. Just outside of the CD paydowns, is there anything special going on there that we should be aware of in terms of that divergence?

I don't think there's anything. We typically have toward the end of the quarter some larger deposits come into the bank, but I'm not aware of any big ones this quarter that I can kind of think about that come to mind right now.

Okay, thanks, guys.

Thank you.

Our next question is from Michael Rose from Raymond James. Your line is open.

Hey. Good morning, guys. How are you?

Good. How are you?

Good. Hey, just following up on Catherine's BHG question and the liquidity event. Is there any reason – you guys have spent a lot of time with this business, you've watched to grow in floors, it's been a great contributor for you. I mean if there were to be a liquidity event at some point in the future, would you guys consider just buying the whole thing, just given all the positive benefits that it's brought? It seems like it would be a good fit, just given your investment and what it's done for the company.

Yes. I think on that, Michael, I always hate these questions with would you ever, because when you get into say, oh, I'd never do something, that's not a good spot to be in, so I don't want to say, oh, well, we would never do. I will say this. Our motivations have always been as we've had discussions about that topic in the past is that there are two things that have been important to us in terms of how we liked our current ownership interest being less than a majority interest. And one is we like those guys having more stake than us. That's a good spot, because they are really good at it. But we want to make sure they're as interested as we are in its ongoing success. And two, honestly we like the equity method accounting treatment. And so were to buy more or all of that would change all that and so forth. So anyway, I don't mean to give a co-answer. Those are the reasons that we've structured the way we have. They seem to continue to make sense to me. But I wouldn't want to rule out and say, oh, well, we would never consider that.

Okay, that's helpful. And maybe just as a follow-up back to the loan growth, obviously great momentum. This quarter you've made a bunch of hires. You reiterated the high kind of single-digit growth for this year. And I understand obviously those hires are going to take time to ramp and everything like that. But any reason to think that, that outlook wouldn't be conservative? And as we go into next year and hopefully the economy continues to strengthen that you wouldn't be above that? Thanks.

Yes. I think obviously where the economy to strengthen and economic loan demand pick up, that would be a boost to what we think we could produce. We're relying on modest economic loan demand and primarily market share movement. Right now, the market share movement component shouldn't change drastically. But if the economic loan demand portion changed, then that would increase the likelihood of loan growth.

Okay. Thanks for taking my questions.

All right. See you, Michael.

Our next question is from David Bishop from Seaport Research Partners. Your line is open.

Yes. Good morning, gentlemen.

Hi, Dave.

Hey, Harold, quick question. I wasn't sure if I heard this right but in the preamble, did I hear that one of the equity investments that you had a valuation gain on or appreciation this quarter gave you a little bit of an insight into updated BHG valuation or so, if I heard that right, could you – just any color you can provide around that number?

Yes. We had – we run, I don't know, how many we have, maybe 30 or 40 kind of investments and venture funds and other kind of side investments in addition to BHG. BHG is by far away the most significant and largest. So, but we have others that we invested in over time. And one of those funds had a company, a portfolio company that developed product and as a result, that product has been a hit. And as a result of that, they did a follow-on offering and now valuation for that portfolio company went up 2X basically and we got to participate in that. And so that was the $2.4 million. I think we mentioned $3.3 million or so, sort of like that in the press release, because there were other companies that also had enhanced valuations. And so the $2.4 million was just the biggest one of that 3-point whatever it was in the press release.

But David, if I understood your question, I think you thought that Harold was indicating that gave further insight into the BHG valuation.

That's correct.

I don't think that's the case.

No, that's not the case. Two separate...

Okay, got it. Got it. Okay. I misheard. And then turning to loan yields; just curious within your various markets here, if you're seeing any opportunities for better or even conversely are you seeing more competitive pricing? Just curious how pricing is shaping across your various markets?

Yes, I'll start. Let Terry kind of finish. But loan yields are a fight and have been for the last couple of quarters. We can't get a yield curve that stays stable for fixed rate credit. So we need that to occur, but other than that, it's just – we're negotiating as hard as we can to keep those loan yields where they are.

Yes. I don't think there's – I don't think there's a lot I can add to that. I think Harold somewhat said, we're pushing hard, trying to keep the accountability and pressure in the system. We're doing the best we can on pricing, but it's going to be a slugfest I think for the remainder of the year. There's a lot of money chasing on a limited number of deals, so.

Got it. Then one final question and I realize payoffs and there can be some diverse granularity here, but I notice Memphis has been down here in the past couple of quarters and obviously there's a lot of M&A in the background with that market. Just curious any color you can provide in that market and how you view that market holistically overall? Thanks.

David, I couldn't quite understand the first part of the question. Are you asking for color commentary on the Memphis market?

Correct.

Yeah. Well, we like the Memphis market. I think we believe we have and can continue to produce outsized growth there. We're making really good headway. We've done well in the CRE segment for some time. We were making really good headway in the C&I segment. And so we've hired a good number of relationship managers, financial advisors, as we call them in that market like we have most markets and we expect that to continue to produce outsized growth.

Got it. Appreciate the color.

All right.

Our next question is from Brian Martin from Janney Montgomery. Your line is open.

Hey. Good morning, guys.

Hi, Brian.

Hey, just one follow-up, Harold, on that balance sheet question earlier. I guess, did you say it was your expectation was that it was up, the balance sheet would be up slightly or down slightly, it was down slightly?

Up slightly over the next two quarters.

Up slightly, Okay.

And we're trying to limit that as much as we can. So we'll try to get rid of our wholesale deposits that come due and we'll work with other depositors and try to get rates down as fast as we can.

Yeah. Okay. And then just to be clear on the PPP, I appreciate the comments on being less the next couple of quarters, but your expectation would be that the majority of that $48 million or so is likely collected in back half of the year. I mean, some of it bleeds in the next year, but the bulk of it your expectation, you hope to get it this year.

Yeah, we should get most of the $48 million that's left in the next two quarters, but that'll be, as you schedule it out, will be less than what we've collected in the second quarter. The third and fourth quarter will be less than what's in the second quarter.

Got you. Yes. Okay. And then you talked about the hotel – the plan on the hotel upgrades. I guess it sounds like there's some pretty good opportunity for upgrades in the next couple of quarters. I guess if that plays out, is that how you think about it and I guess, in return the Classifieds and Criticized and kind of bakes into the reserve release continuing?

Yes. I think, yes, that'll have something to do with the reserve release, but we should expect some upgrades this quarter, but I think most of the upgrades will likely be in the fourth quarter and the first quarter of next year, because some of those hotel loans went through a modification process and I think the due dates for that or maturity dates on those loans are coming up here in the fourth quarter or in the first quarter. Okay. Got you.

Brian, I think the other thing that might be important there is that it's – very few of those loans are Classified assets. Vast majority are Criticized assets. And so we're expecting the migration from Criticized to pass.

Got you. Okay. I appreciate that, Terry. And then maybe, Harold, just outside of the NII guide, I mean, just the core margin if you strip out the – I get the drag from the PPP, but just kind of the core NIM, ex the PPP, I guess how are you thinking about that the next couple of quarters? I know you mentioned the sub-debt and some other items on the cost of funds moving modestly lower. Just a little bit slower downdraft here.

Yes. We're just – we don't see it going up. We're going to try to keep it flat. I don't have as much renewable deposit costs to pick up any kind of additional increase in margins from that. So it will all depend on how well we do on loan pricing over the next couple of quarters.

Got you. Okay. Perfect. I appreciate the color and nice quarter, guys.

Thanks, Brian.

I am showing no further questions at this time. Thank you very much presenters. Ladies and gentlemen, this concludes today's conference call. Thank you for your participation and have a wonderful day. You may all disconnect.