Exhibit 99.3

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
 
On October 1, 2021, the Company, through its subsidiaries Dream Finders Holdings LLC, a Florida limited liability company, and DFH Coventry, LLC, a Florida limited liability company, completed the acquisition of certain assets, rights and properties, and assumed certain liabilities, of MHI Partnership, Ltd., a Texas limited partnership, MHI Models, Ltd., a Texas limited partnership, McGuyer Homebuilders, Inc., a Texas corporation, and FMR IP, LLC, a Texas limited liability company (the “MHI Acquisition”).

The acquired assets and liabilities primarily include inventory home sites completed and under construction, approximately 5,500 lots under control in the Houston, Austin, Dallas, and San Antonio, Texas metropolitan areas, trade payables and other accruals. The assets and liabilities not acquired primarily consist of cash and cash equivalents, and debt obligations.

The acquisition transaction will be accounted for by applying the guidance under ASC 805, Business Combinations (ASC 805). In accordance with ASC 805, the acquired assets and liabilities will be recorded by the Company at estimated fair values as of October 1, 2021, the date the acquisition was completed. The following unaudited pro forma combined financial information and notes present the pro forma impact of the MHI Acquisition on the Company’s historical financial position and results of operations as of and for the six months ended June 30, 2021 and for the year ended December 31, 2020.  The unaudited pro forma financial information has been prepared in accordance with Article 11 of Regulation S-X.  The acquisition method of accounting is dependent upon certain valuations and other procedures that have not been completed; therefore, there is not sufficient information to determine the final measurement. The pro forma adjustments are based on currently available information and certain estimates and assumptions. Management believes that the assumptions provide a reasonable basis for presenting the significant effects of the transaction accounting adjustments, as contemplated, and the pro forma adjustments give appropriate effect to those assumptions. The pro forma adjustments are preliminary and have been made solely for the purpose of providing unaudited pro forma combined financial data. Differences between these preliminary estimates and the final purchase accounting will occur during 2022 and these differences could have a material impact on the accompanying unaudited pro forma condensed combined financial statements and the combined company’s future results of operations and financial position.

We derived the unaudited pro forma combined financial information by applying pro forma adjustments to the audited consolidated financial statements for the Company and MHI for the year ended December 31, 2020 and the unaudited consolidated financial statements as of and for the six months ended June 30, 2021.  The unaudited pro forma condensed combined financial statements do not reflect any revenue enhancements or any cost savings from operating efficiencies, synergies or other restructurings that could result from the acquisition. The unaudited pro forma combined balance sheet as of June 30, 2021 is presented to reflect the acquisition as if it had occurred on June 30, 2021.  The unaudited pro forma combined statement of operations for the six months ended June 30, 2021 and the year ended December 31, 2020 gives pro forma effect to the MHI Acquisition, as if the acquisition had been completed on January 1, 2020.
 
The unaudited pro forma combined financial information is presented for informational purposes only and should not be considered indicative of actual results of operations that would have been achieved had the acquisition of MHI been consummated on the dates indicated, and do not purport to be indicative of the financial condition or results of operations as of any future date or for any future period. There were no material transactions between the Company and MHI during the periods presented in the unaudited pro forma combined financial statements that would need to be eliminated. The unaudited pro forma condensed combined financial statements should be read in conjunction with the accompanying footnotes. In addition, the unaudited pro forma combined financial information was based on and should be read in conjunction with the following historical consolidated financial statements and accompanying notes of the Company and MHI for the applicable periods:
 

 -
historical financial statements of the Company and the related notes included in the Company’s Form 10-K that was filed with the SEC on March 30, 2021;
 

 -
historical financial statements of the Company as of June 30, 2021 and for the six months ended June 30, 2021 and 2020 and the related notes included in the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2021;


-
historical financial statements of MHI for the year ended December 31, 2020 and 2019 and the related notes included in MHI’s audited combined financial statements for the year ended December 31, 2020, included as Exhibit 99.1 to this Current Report on Form 8-K/A; and
 

 -
historical financial statements of MHI for the six months ended June 30, 2021 and the related notes included in MHI’s unaudited combined financial statements for the six months ended June 30, 2021 and 2020, included as Exhibit 99.2 to this Current Report on Form 8-K/A.

The unaudited pro forma condensed combined financial statements reflect the following:
 

 •
The MHI Acquisition and the application of purchase accounting, including:
 

 o
Net tangible assets of MHI, subject to certain assets and liabilities that were on MHI’s balance sheet as of June 30, 2021, but not acquired including net tangible assets of $118.2 million and liabilities of $313.8. Management estimates MHI’s book value of real estate inventory will be adjusted by a credit of $5.4 million to the June 30, 2021 historical balance.  In addition, management estimates the trade name “Coventry Homes” will be valued at $8.9 million. The amortization of these adjustments was reflected in the unaudited pro forma statements of comprehensive income for the year ended December 31, 2020.
 

 o
Management estimated the fair value of MHI’s communities using MHI’s historic gross margin and a market participant’s expectation of selling, general and administrative expense that would be required to complete construction of the homes was applied. The historical performance of each community, as well as current trends in the market, and the potential economic impact were evaluated for each of the estimates above.
 

 o
Goodwill of $137.4 million, based on an acquisition price of approximately $618.1 million, including (1) a $463 million payment at closing, (2) $64.1 million due post close, (3) estimated earn out payments with a fair value of $90.9 million, as well as purchase accounting valuation adjustments.
 

 o
Income tax adjustments to MHI as if it were a taxable entity as of the beginning of the period assuming the 21% Federal tax rate applicable to C Corporations, partially offset by a 1.5% 45L New Energy Efficient Home Tax Credit, plus a 5.5% State tax rate.
 

 o
A deposit of $10.8 million for the landbank financing facility provided by the former principal of MHI.
 

 o
Ownership interests in three joint ventures acquired by DFH from the former principal of MHI.
 

 o
A payable of $64.1 million to the seller based on the expected true up of the net asset value as of the acquisition date.
 

 o
A $6.8 million preferred dividend associated with the Convertible Preferred Stock (as defined below) issuance.
 

 •
The Financing Transactions associated with the MHI Acquisition, including:
 

 o
Increase of the Company’s credit facility from $450 million to $817.5 million, utilizing $315.0 in proceeds to finance a portion of the acquisition.  The rate and maturity were unchanged with the terms under the Company’s credit facility.
 

 o
Issuance of 150,000 shares of newly-created Series A Convertible Preferred Stock with an initial liquidation preference of $1,000 per share and a par value $0.01 per share (the “Convertible Preferred Stock”), for an aggregate purchase price of $150 million. The Company used the net proceeds of $148 million from the sale of the Convertible Preferred Stock to fund a portion of the MHI Acquisition.  The dividend rate on this issuance is 9%.
 

 o
Deferred contingent consideration of $90.9 million recorded at fair value.
 
The following represents the Company’s preliminary purchase price allocation:

Cash and cash equivalents
  
$
-
  
Other assets
    
12,079,607
  
Lot deposits
    
51,422,653
  
Construction in process and finished homes
    
424,826,476
  
Company owned land and lots
    
24,055,497
  
Operating lease right-of-use assets
    
1,793,192
  
Equity method investments
    
5,802,559
  
Property and equipment, net
    
3,238,561
  
Intangible assets, net of amortization
    
8,840,000
  
Goodwill
    
137,418,036
  
Accounts payable
    
(35,940,702
)
Accrued expenses
    
(47,356,561
)
Customer Deposits
    
(35,912,448
)
Contingent consideration
    
(90,920,000
)
Operating lease liabilities
    
(1,793,192
)

DREAM FINDERS HOMES, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF JUNE 30, 2021
 
Dream Finders
Homes Inc.

MHI
  
Transaction
Accounting Adjustments
Financing
Adjustments
  
 
DFH Inc.
Pro Forma
   
                                   
Assets
                                  
Cash and cash equivalents
    
6,154,320
      
23,173,973
      
(23,173,973
)
(f)
            
6,154,320
  
Restricted cash (VIE amounts of $5,946,424 and $8,793,201)
    
46,936,952
      
                       
49,936,952
  
Accounts receivable
    
51,021,302
       6,342,247
                       
57,363,549
  
Inventories:
                                      
-
  
Construction in process and finished homes
    
537,758,853
      
428,931,727
      
(4,105,251
)
(b),(f),(g)
            
962,585,329
  
Joint venture owned land and lots
                                      
-
  
(VIE amounts of $18,151,982 and $40,900,552)
    
18,152,136
                                
18,152,136
  
Company owned land and lots
    
75,083,602
      
119,079,554
      
(95,024,057
)
(f)
    
-
        
99,139,099
  
Lot deposits
    
107,717,122
              
51,422,653
  
(d) (g)
    
-
        
159,139,775
  
Equity method investments
    
7,453,783
      
3,560,185
      
2,242,374
  
(e)
    
-
        
13,256,342
  
Property and equipment, net
    
4,228,857
      
5,391,742
      
(2,153,181
)
(g)
              
7,467,418
  
Operating lease right-of-use assets
    
12,788,540
              
1,793,192
  
(b)
    
-
        
14,581,732
  
Finance lease right-of-use assets
    
256,612
                                  
256,612
  
Intangible assets, net of amortization
    
2,161,250
              
8,840,000
  
(b)
    
-
        
11,001,250
  
Goodwill
    
30,360,997
              
137,418,036
  
(a)
    
-
        
167,779,033
  
Deferred tax asset
    
3,312,736
              
3,111,631
  
(h)
              
6,424,367
  
Other assets (VIE amounts of $2,159,645 and $1,288,359)
    
28,894,891
      
45,049,060
      
(39,311,700
)
(g)
              
34,632,251
  
Total assets
    
932,281,953
      
631,528,488
      
41,059,724
        
-
        
1,604,870,165
  
Liabilities
                                        
-
  
Accounts payable (VIE amounts of $0 and $1,315,582)
    
34,204,013
      
35,940,702
                          
70,144,715
  
Accrued expenses (VIE amounts of $8,571,439 and $9,977,268)
    
65,908,878
      
64,132,384
      
(10,899,260
)
(a),(f),(h),(g)
    
-
        
119,142,002
  
Customer deposits
    
93,275,468
              
35,912,448
  
(g)
    
-
        
129,187,916
  
Construction lines of credit
    
365,000,000
      
304,068,454
      
(304,068,454
)
(f)
    
321,758,896
  
(a)
    
686,758,896
  
Notes payable (VIE amounts of $2,992,531 and $8,821,282)
    
4,048,531
                                  
4,048,531
  
Operating lease liabilities
    
13,064,645
              
1,793,192
  
(b)
    
-
        
14,857,837
  
Finance lease liabilities
    
267,198
                                  
267,198
  
Contingent consideration
    
27,110,480
              
90,920,000
  
(a)
    
-
        
118,030,480
  
Total liabilities
    
602,879,213
      
404,141,540
      
(186,342,074
)
      
321,758,896
        
1,142,437,575
  
                                         
-
  
Mezzanine Equity
                                        
-
  
Preferred mezzanine equity
    
6,703,460
                        
147,995,200
  
(a)
    
154,698,660
  
Common mezzanine equity
    
-
                                  
-
  
Total mezzanine equity
    
6,703,460
      
-
      
-
        
147,995,200
        
154,698,660
  
                                         
-
  
Members’ Equity
                                        
-
  
Common members’ equity
    
-
      
227,386,948
      
235,617,148
        
(463,004,096
)
      
-
  
Total members’ equity
    
-
      
227,386,948
      
235,617,148
        
(463,004,096
)
      
-
  
                                         
-
  
Stockholders’ Equity - Dream Finders Homes, Inc.
                                        
-
  
Class A common stock, $0.01 per share, 289,000,000
                                        
-
  
authorized, 32,295,329 outstanding
    
322,953
      
-
                          
322,953
  
Class B common stock, $0.01 per share, 61,000,000
                                        
-
  
authorized, 60,226,153 outstanding
    
602,262
      
-
                          
602,262
  
Additional paid-in capital
    
255,289,812
      
-
                
-
        
255,289,812
  
Retained earnings
    
45,610,738
      
-
      
(8,215,349
)
(c),(h)
    
(6,750,000
)
(a)
    
30,645,389
  
Non-controlling interests
    
20,873,515
                                  
20,873,515
  
Total stockholders’ and members’ equity
    
329,402,740
      
227,386,948
      
227,401,798
        
(321,758,896
)
      
462,432,591
  
Total liabilities, mezzanine equity, members’ equity and stockholders’ equity
  
$
932,281,953
    
$
631,528,488
    
$
41,059,724
      
$
0
      
$
1,604,870,165
  

(a)
Reflects the acquisition of MHI and the related financing transactions associated with the acquisition.  The anticipated purchase price is $618 million, which includes $148 million funded by the issuance of Convertible Preferred Stock, $315 million of funding from the Company’s construction facility, $64.1 million of deferred seller payment and $90.9 million of contingent consideration for the former principal of MHI. The resulting goodwill after allocating the purchase price to the assets and liabilities acquired is $137.4 million. The contingent consideration estimate is based on the current pre-tax estimates provided by MHI.  The former owner of MHI is entitled to receive deferred payments representing 25% of pre-tax earnings for the four-year period following the acquisition date, subject to meeting certain thresholds in each of the annual periods. The gross cash flow estimates were discounted back to present value using a weighted average cost of capital.  The dividend of $6.8 million related to the Convertible Preferred Stock issued was financed by the line of credit increase. In addition, reflects $148 million in net proceeds from the Company’s issuance of 150,000 shares of Convertible Preferred Stock for $1,000 per share.  This issuance has a 9% preferred dividend, is redeemable at the Company’s option beginning in October of 2025, and is convertible to common stock by the issuer in the event it has not been redeemed beginning in October of 2027.

(b)
Reflects a day one adjustment to the book basis of certain of assets and liabilities held by MHI.  Net tangible assets of $118.2 million and net liabilities of $313.8 million were not acquired as of June 30, 2021. This adjustment also includes a $10.9 million increase in real estate inventory to reflect the estimated the fair value of the acquired homes completed and under construction based on their stage of construction.  In order to estimate the fair value of inventory, MHI’s historic gross margin was used and a market participant’s expectation of selling, general and administrative expense that would be required to complete construction of the homes was applied. An adjustment to the stage of completion for homes under construction was made, including a deduction in the book value of inventory for MHI’s capitalized indirect costs of $16.2 million. The Company’s accounting policy is to expense these direct costs as incurred. This entry also includes the establishment of an $8.9 million intangible asset related to the trade name “Coventry Homes” that was included in the acquisition. The trade name will be amortized over a five year period.  The Company recorded $1.7 million in operating leases, into both right of use assets and operating lease liabilities.

(c)
Income tax adjustments to MHI as if it were a taxable entity as of the beginning of the period assuming the 21% Federal tax rate applicable to C Corporations partially offset by a 1.5% 45L New Energy Efficient Home Tax Credit, plus a 5.5% State tax rate.

(d)
Reflects a deposit of $10.8 million by DFH for the land bank financing facility provided by the former principal of MHI.

(e)
Reflects ownership interests in three equity method joint ventures relating to mortgage and title services acquired by DFH from the former principal of MHI.

(f)
The following line items have been adjusted from MHI’s audited financial statements, as certain assets and liabilities within these financial statement line items were not included in the acquisition transaction. These items include cash and cash equivalents, undeveloped land assets, and debt obligations of MHI.

(g)
The following items include re-classifications between MHI’s financial statement line items in order to comply with DFH’s accounting policies, including reclassifications of (1) $40.6 million of lot deposits from other assets on MHI’s financial statements to lot deposits on DFH’s financial statements, and (2) $35.9 million of customer deposits from accrued expenses on MHI’s Financial Statements to customer deposits on DFH’s Financial Statements.

(h)
Reflects the deferred tax asset and liability recorded due to differences arising from the tax and book treatment of Goodwill.  These adjustments were booked as if the transaction had occurred on January 1, 2020.

DREAM FINDERS HOMES, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF COMPREHENSIVE INCOME
SIX MONTHS ENDED JUNE 30, 2021

   
Dream Finders
Homes Inc.
    
MHI
    
Transaction
Accounting Adjustments
  
DFH Inc.
Pro Forma
  
                           
Revenues
  
$
708,836,466
    
$
378,951,204
    
$
-
      
$
1,087,787,670
  
Cost of sales
    
594,626,181
      
326,638,560
      
(11,029,691
)
 (f)
    
910,235,050
  
Selling, general and administrative expense
    
55,652,375
      
26,132,880
      
11,913,691
  
 (b),(f)
    
93,698,946
  
Income from equity in earnings of unconsolidated entities
    
(2,857,394
)
    
(192,636
)
    
(2,530,563
)
 (d)
    
(5,580,593
)
Gain on sale of assets
    
(17,483
)
                      
(17,483
)
Loss of Extinguishment of Debt
    
697,423
                        
697,423
  
Other Income
                              
-
  
Other
    
(2,150,482
)
    
(724,681
)
              
(2,875,163
)
Paycheck Protection Program forgiveness
    
(7,219,794
)
    
-
                
(7,219,794
)
Other expense
                              
-
  
Other
    
5,337,828
      
-
                
5,337,828
  
Contingent consideration revaluation
    
5,159,725
      
-
      
4,249,570
  
 (c)
    
9,409,295
  
Interest expense
    
657,657
      
532,047
                
1,189,704
  
Income before taxes
    
58,950,430
      
26,565,034
      
(2,603,007
)
 
    
82,912,457
  
Income tax expense
    
(9,294,799
)
    
(490,436
)
    
(7,052,899
)
(a)
    
(16,838,134
)
Net and comprehensive income
    
49,655,631
      
26,074,598
      
(9,655,906
)
 
    
66,074,323
  
Net and comprehensive income attributable to non-controlling interests
    
(4,961,107
)
    
-
      
-
  
 
    
(4,961,107
)
Net and comprehensive income attributable to Dream Finders Holdings LLC
    
44,694,524
      
26,074,598
      
(9,655,906
)
 
    
61,113,216
  
                                   
Earnings per unit
                                  
Basic
  
$
0.49
                                    
$
0.59
  
Diluted
  
$
0.49
                                    
$
0.54
  
Weighted-average number of units
                                  
Basic
    
92,521,482
                        
92,521,482
  
Diluted
    
92,641,222
                        
100,814,391
  

(a)
Income tax adjustments to MHI as if it were a taxable entity as of the beginning of the period assuming the 21% Federal tax rate applicable to C Corporations, partially offset by a 1.5% 45L New Energy Efficient Home Tax Credit, plus a 5.5% state tax rate.

(b)
Gives effect to the amortization of intangible asset of $900 thousand related to the trade name “Coventry Homes” included in the acquisition. The trade name is amortized over a five year period.

(c)
Represents accretion of $4.2 million of contingent consideration during the year, assuming contingent consideration had been applied as of January 1, 2020.

(d)
Represents the $2.5 million of additional income associated with ownership interests in three equity method joint ventures relating to mortgage and title services acquired by DFH from the former principal of MHI.

(e)
Gives effect of 8.2 million of preferred shares converted into common in the diluted earnings per share calculation using the “If converted” method.

(f)
Reflects re-classifications between MHI’s financial statement line items in order to comply with DFH’s accounting policies, including $11.0 million of indirect costs capitalized, and subsequently expensed through cost of sales for MHI’s Financial Statements, reclassified from cost of sales to SG&A expense on DFH’s pro forma Financial Statements.

The unaudited pro forma statements of comprehensive income for the six months ended June 30, 2021 do not reflect an increase in the cost of sales associated with the changes in the value of the real estate inventory, as it will be amortized into the unaudited pro forma statements of comprehensive income for the year ended December 31, 2020.

DREAM FINDERS HOMES, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF COMPREHENSIVE INCOME
YEAR ENDED DECEMBER 31, 2020

     
Year Ended December 31
2020
               
     
Dream Finders
Homes Inc.
      
MHI
      
Transaction
Accounting Adjustments
   
DFH Inc.
Pro Forma
   
                           
Revenues
  
$
1,133,806,607
    
$
908,584,480
    
$
-
      
$
2,042,391,087
  
Cost of sales
    
962,927,606
      
794,337,610
      
(14,697,238
)
(e) (f)
    
1,742,567,978
  
Selling, general and administrative expense
    
90,172,850
      
55,168,191
      
31,356,266
  
(b) (f)
    
176,697,307
  
Income from equity in earnings of unconsolidated entities
    
(7,991,764
)
    
(563,497
)
    
(6,803,466
)
(d)
    
(15,358,727
)
Gain on sale of assets
    
(117,840
)
                      
(117,840
)
Loss of Extinguishment of Debt
            
-
      
-
        
-
  
Other Income
                                  
Other
    
(1,630,546
)
    
(1,079,938
)
    
-
        
(2,710,484
 )
Paycheck Protection Program forgiveness
    
-
      
-
      
-
        
-
  
Other expense
                                  
Other
    
4,522,100
      
-
      
-
        
4,532,100
  
Contingent consideration revaluation
    
539,905
      
-
      
8,196,956
  
(c)
    
8,736,861
  
Interest expense
    
870,868
      
2,212,735
      
-
        
3,083,603
  
Income before taxes
    
84,513,428
      
58,509,379
      
(18,052,518
)
 
    
124,970,289
  
Income tax expense
    
-
      
(1,065,640
)
    
(31,936,818
)
(a)
    
(33,002,458
)
Net and comprehensive income
    
84,513,428
      
57,443,739
      
(49,989,337
)
 
    
91,967,830
  
Net and comprehensive income attributable to non-controlling interests
    
(5,419,972
)
    
-
      
-
  
 
    
(5,419,972
)
Net and comprehensive income attributable to Dream Finders Holdings LLC
    
79,093,456
      
57,443,739
      
(49,989,337
)
 
    
86,547,858
  
                               
-
  
Earnings per unit
            
-
      
-
        
-
  
Basic
    
756.86
                        
832.11
  
Diluted
    
753.75
                         828.56
  
Weighted-average number of units
                              
-
  
Basic
    
99,065
                        
99,065
  
Diluted
    
99,647
                        
99,647
  

(a)
Income tax adjustments to MHI as if it were a taxable entity as of the beginning of the period assuming the 21% Federal tax rate applicable to C corporations, partially offset by a 1.5% 45L New Energy Efficient Home Tax Credit, plus a 5.5% State tax rate.

(b)
Gives effect to the amortization of intangible asset of $1.8 million related to the trade name “Coventry Homes” included in the acquisition. The trade name is amortized over a five year period.

(c)
Represents accretion of contingent consideration of $8.2 million during the year, assuming contingent consideration had been recorded as of January 1, 2020.

(d)
Represents $6.8 million of additional income associated with ownership interests in three equity method joint ventures relating to mortgage and title services acquired by DFH from the former principal of MHI.

(e)
Gives effect to the results of MHI as of the beginning of the fiscal years presented after adjusting the operating results, reflecting additional amortization of $10.9 million that would have been recorded assuming the fair value adjustments to the acquired assets had been applied as of January 1, 2020.

(f)
Reflects re-classifications between MHI’s financial statement line items in order to comply with DFH’s accounting policies, including $25.6 million of indirect costs capitalized, and subsequently expensed through cost of sales for MHI’s Financial Statements, reclassified to SG&A expense on DFH’s pro forma Financial Statements.