##### 



Exhibit 99.3
 Unaudited Pro Forma Condensed Combined Financial Statements
      1




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##### 



Unaudited Pro Forma Condensed Combined Balance Sheet
As of June 30, 2007
(Amounts in thousands, except share amounts)
 H&E
    
    
    Burress
    
    
    Pro Forma
    
    
    CombinedHistorical
    
    
    Historical
    
    
    Adjustments
    
    
    Pro FormaASSETSCash and cash equivalents
    
    $
    34,967
    
    
    $
    2
    
    
    $
    (34,969
    )(1)
    
    $
    Receivables, net
    
    
    114,408
    
    
    
    12,760
    
    
    
    
    
    
    
    127,168Inventories, net
    
    
    134,595
    
    
    
    29,799
    
    
    
    52
    (2)
    
    
    163,930(516
    )(3)Prepaid expenses and other
assets
    
    
    7,368
    
    
    
    817
    
    
    
    
    
    
    
    8,185Rental equipment,
net
    
    
    470,181
    
    
    
    60,162
    
    
    
    2,266
    (2)
    
    
    528,605(4,004
    )(3)Property and equipment,
net
    
    
    31,568
    
    
    
    10,397
    
    
    
    1,545
    (4)
    
    
    43,510Deferred financing costs and other
intangible assets,
net

    
    
    9,777
    
    
    
    6
    
    
    
    11,688
    (5)
    
    
    22,012541
    (6)Goodwill
    
    
    30,573
    
    
    
    
    
    
    
    27,676
    (5)
    
    
    58,249Total assets
    
    $
    833,437
    
    
    $
    113,943
    
    
    $
    4,279
    
    
    $
    951,659LIABILITIES AND STOCKHOLDERS EQUITYLiabilities:Amounts due on senior secured
credit facility
    
    $
    
    
    
    $
    34,039
    
    
    $
    (34,039
    )(7)
    
    $
    77,86964,879
    (1)3,236
    (8)9,207
    (9)547
    (6)Accounts payable
    
    
    94,325
    
    
    
    6,426
    
    
    
    
    
    
    
    100,751Manufacturer flooring plans
payable
    
    
    151,749
    
    
    
    34,473
    
    
    
    (9,207
    )(9)
    
    
    173,422(3,593
    )(3)Accrued expenses payable and other
liabilities
    
    
    37,482
    
    
    
    4,756
    
    
    
    5,033
    (10)
    
    
    47,271Related party obligation
    
    
    536
    
    
    
    
    
    
    
    
    
    
    
    536Notes payable
    
    
    2,000
    
    
    
    2,736
    
    
    
    (2,736
    )(7)
    
    
    2,000Senior secured notes,
net
    
    
    4,479
    
    
    
    
    
    
    
    
    
    
    
    4,479Senior unsecured notes
    
    
    250,000
    
    
    
    
    
    
    
    
    
    
    
    250,000Deferred income
taxes
    
    
    27,823
    
    
    
    
    
    
    
    
    
    
    
    27,823Capital lease obligations
    
    
    
    
    
    
    7,484
    
    
    
    (5,019
    )(11)
    
    
    2,465Deferred compensation
payable
    
    
    1,866
    
    
    
    
    
    
    
    
    
    
    
    1,866Total liabilities
    
    
    570,260
    
    
    
    89,914
    
    
    
    28,308
    
    
    
    688,482Stockholders equity:Preferred stock, $0.01 par value,
25,000,000 shares issued; no shares
issued
    
    

    
    
    
    
    Common stock, $0.01 par value,
175,000,000 shares authorized;
38,192,094 shares issued and
38,176,339 shares
outstanding
    
    
    382
    
    
    
    1,200
    
    
    
    (1,200
    )(12)
    
    
    382Additional paid-in
capital
    
    
    205,303
    
    
    
    
    
    
    
    
    
    
    
    205,303Treasury stock at cost, 15,755
shares of common stock
held
    
    
    (432
    )
    
    
    
    
    
    
    
    
    
    
    (432
    )Retained earnings
    
    
    57,924
    
    
    
    22,829
    
    
    
    (22,829
    )(12)
    
    
    57,924Total stockholders
equity
    
    
    263,177
    
    
    
    24,029
    
    
    
    (24,029
    )
    
    
    263,177Total liabilities and
stockholders equity
    
    $
    833,437
    
    
    $
    113,943
    
    
    $
    4,279
    
    
    $
    951,659
  2




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Unaudited Pro Forma Condensed Combined Statement of Income
For the Year Ended December 31, 2006
(Amounts in thousands, except per share data)
 Pro Forma
    
    
    CombinedH&E
    
    
    Burress
    
    
    Adjustments
    
    
    Pro FormaRevenues:Equipment rentals
    
    $
    251,374
    
    
    $
    21,977
    
    
    
    
    
    
    $
    273,351New equipment sales
    
    
    241,281
    
    
    
    66,685
    
    
    $
    (509
    )(A)
    
    
    307,457Used equipment
sales
    
    
    133,897
    
    
    
    47,052
    
    
    
    
    
    
    
    180,949Parts sales
    
    
    82,106
    
    
    
    24,963
    
    
    
    
    
    
    
    107,069Service revenues
    
    
    53,699
    
    
    
    4,465
    
    
    
    
    
    
    
    58,164Other
    
    
    42,012
    
    
    
    2,326
    
    
    
    
    
    
    
    44,338Total revenues
    
    
    804,369
    
    
    
    167,468
    
    
    
    (509
    )
    
    
    971,328Cost of revenues:Rental
depreciation
    
    
    78,159
    
    
    
    15,169
    
    
    
    (2,612
    )(B)
    
    $
    90,716Rental expense
    
    
    40,582
    
    
    
    2,656
    
    
    
    
    
    
    
    43,238New equipment sales
    
    
    211,158
    
    
    
    58,630
    
    
    
    (448
    )(A)
    
    
    269,340Used equipment
sales
    
    
    97,765
    
    
    
    31,810
    
    
    
    
    
    
    
    129,575Parts sales
    
    
    57,909
    
    
    
    16,713
    
    
    
    
    
    
    
    74,622Service revenues
    
    
    19,206
    
    
    
    1,376
    
    
    
    
    
    
    
    20,582Other
    
    
    36,409
    
    
    
    3,044
    
    
    
    
    
    
    
    39,453Total cost of
revenues
    
    
    541,188
    
    
    
    129,398
    
    
    
    (3,060
    )
    
    
    667,526Gross profit
    
    
    263,181
    
    
    
    38,070
    
    
    
    2,551
    
    
    
    303,802Selling, general and
administrative
expenses
    
    
    143,615
    
    
    
    21,174
    
    
    
    381
    (C)
    
    
    168,3253,155
    (D)Gain (Loss) on property and
equipment, net
    
    
    479
    
    
    
    (57
    )
    
    
    
    
    
    
    422Income from
operations
    
    
    120,045
    
    
    
    16,839
    
    
    
    (985
    )
    
    
    135,899Other income (expense):Interest expense
    
    
    (37,684
    )
    
    
    (4,097
    )
    
    
    (2,536
    )(E)
    
    
    (45,268
    )6,023
    (F)Loss on early
extinguishment of
debt
    
    
    (40,771
    )
    
    
    
    
    
    
    
    
    
    
    (40,771
    )Other
    
    
    818
    
    
    
    238
    
    
    
    
    
    
    
    1,056Total other expense,
net
    
    
    (77,637
    )
    
    
    (3,859
    )
    
    
    3,487
    
    
    
    (84,983
    )Income before provision for
income taxes
    
    
    42,408
    
    
    
    12,980
    
    
    
    (4,472
    )
    
    
    50,916Provision for income
taxes
    
    
    9,694
    
    
    
    
    
    
    
    (1,024
    )(G)
    
    
    11,6422,972
    (H)Net income
    
    $
    32,714
    
    
    $
    12,980
    
    
    $
    (6,420
    )
    
    $
    39,274Net income per common share:Basic
    
    $
    0.89
    
    
    
    
    
    
    
    
    
    
    $
    1.06Diluted
    
    $
    0.88
    
    
    
    
    
    
    
    
    
    
    $
    1.06Weighted average common
shares outstanding:Basic
    
    
    36,933
    
    
    
    
    
    
    
    
    
    
    
    36,933Diluted
    
    
    36,982
    
    
    
    
    
    
    
    
    
    
    
    36,982
  3




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Unaudited Pro Forma Condensed Combined Statement of Income
For the Six Months Ended June 30, 2007
(Amounts in thousands, except per share data)
 Pro Forma
    
    
    CombinedH&E
    
    
    Burress
    
    
    Adjustments
    
    
    Pro FormaRevenues:Equipment rentals
    
    $
    132,773
    
    
    $
    9,389
    
    
    
    
    
    
    $
    142,162New equipment sales
    
    
    146,235
    
    
    
    35,336
    
    
    $
    (1,545
    )(A)
    
    
    180,026Used equipment
sales
    
    
    65,687
    
    
    
    24,612
    
    
    
    
    
    
    
    90,299Parts sales
    
    
    47,087
    
    
    
    12,234
    
    
    
    
    
    
    
    59,321Service revenues
    
    
    29,722
    
    
    
    3,222
    
    
    
    
    
    
    
    32,944Other
    
    
    21,377
    
    
    
    1,070
    
    
    
    
    
    
    
    22,447Total revenues
    
    
    442,881
    
    
    
    85,863
    
    
    
    (1,545
    )
    
    
    527,199Cost of revenues:Rental
depreciation
    
    
    43,664
    
    
    
    6,592
    
    
    
    (313
    )(B)
    
    
    49,943Rental expense
    
    
    22,629
    
    
    
    1,141
    
    
    
    
    
    
    
    23,770New equipment sales
    
    
    127,352
    
    
    
    31,344
    
    
    
    (1,359
    )(A)
    
    
    157,337Used equipment
sales
    
    
    48,874
    
    
    
    17,499
    
    
    
    
    
    
    
    66,373Parts sales
    
    
    33,329
    
    
    
    8,246
    
    
    
    
    
    
    
    41,575Service revenues
    
    
    10,768
    
    
    
    1,299
    
    
    
    
    
    
    
    12,067Other
    
    
    19,344
    
    
    
    1,570
    
    
    
    
    
    
    
    20,914Total cost of revenues
    
    
    305,960
    
    
    
    67,691
    
    
    
    (1,672
    )
    
    
    371,979Gross profit
    
    
    136,921
    
    
    
    18,172
    
    
    
    127
    
    
    
    155,220Selling, general and
administrative
expenses
    
    
    75,515
    
    
    
    12,369
    
    
    
    195
    (C)
    
    
    89,6561,577
    (D)Gain (Loss) on property and
equipment, net
    
    
    347
    
    
    
    (23
    )
    
    
    
    
    
    
    324Income from operations
    
    
    61,753
    
    
    
    5,780
    
    
    
    (1,645
    )
    
    
    65,888Other income (expense):Interest expense
    
    
    (17,590
    )
    
    
    (2,608
    )
    
    
    (1,201
    )(E)
    
    
    (21,879
    )2,882
    (F)Other
    
    
    523
    
    
    
    101
    
    
    
    
    
    
    
    624Total other expense,
net
    
    
    (17,067
    )
    
    
    (2,507
    )
    
    
    1,681
    
    
    
    (21,255
    )Income before provision for
income taxes
    
    
    44,686
    
    
    
    3,273
    
    
    
    (3,326
    )
    
    
    44,633Provision for income
taxes
    
    
    17,326
    
    
    
    
    
    
    
    (1,290
    )(G)1,270
    (H)
    
    
    17,306Net income
    
    $
    27,360
    
    
    $
    3,273
    
    
    $
    (3,306
    )
    
    $
    27,327Net income per common share:Basic
    
    $
    0.72
    
    
    
    
    
    
    
    
    
    
    $
    0.72Diluted
    
    $
    0.72
    
    
    
    
    
    
    
    
    
    
    $
    0.72Weighted average common
shares outstanding:Basic
    
    
    38,088
    
    
    
    
    
    
    
    
    
    
    
    38,088Diluted
    
    
    38,159
    
    
    
    
    
    
    
    
    
    
    
    38,159
  4




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Notes to Unaudited Pro Forma Condensed Combined Financial Statements
(Amounts in thousands)
 Note 1 Purchase Price Allocation
   Purchase Price Paid
Cash
    
    $
    97,882Legal, consulting, accounting and related transaction fees
    
    
    1,966Total purchase price
    
    $
    99,848Fair value of net tangible assets acquired:Receivables
    
    $
    12,760Inventories
    
    
    29,335Rental fleet
    
    
    58,424Property and equipment
    
    
    11,942Other assets
    
    
    1,366Liabilities
    
    
    (53,343
    )Total fair value of net tangible assets acquired
    
    
    60,484Intangible assets acquired:Trade name
    
    
    1,370Non-compete agreements
    
    
    788Customer relationships
    
    
    9,530Total intangible assets acquired
    
    
    11,688Goodwill
    
    
    27,676$
    99,848
  Average EstimatedIntangible Asset
    
    Useful Life (Years)Trade name
    
    
    1.0Non-compete agreements
    
    
    4.0Customer relationships
    
    
    6.0
  Note 2 Hitachi Dealer Agreement
   5




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Notes to Unaudited Pro Forma Condensed Combined Financial Statements
(Amounts in thousands)
 Note 2 Hitachi Dealer Agreement (continued)
    Note 3 Capital Leases
  Note 4 Pro Forma Condensed Combined Balance Sheet Adjustments
 (1)
    
    Represents the use of cash to fund the purchase price consisting of additional indebtedness
of $64,879 and payment from available cash and cash equivalents of $34,969.(2)
    
    Represents adjustments to estimated fair value.(3)
    
    Elimination of Hitachi inventory (parts and equipment) and rental fleet returned to Hitachi
as a result of the Hitachi dealer agreement termination and associated manufacturer flooring
plans payable. See also Note 2 for further information.(4)
    
    Represents the incremental cost basis resulting from the buyout of the vehicle capital lease
agreements.(5)
    
    Represents the preliminary allocation of purchase price in Note 1 above related to amounts
allocated to intangible assets and goodwill.(6)
    
    Represents deferred financing costs. In connection with the acquisition, H&E entered into a
Second Amended and Restated Credit Agreement, which, among other things, increased the total
availability of the facility from $250,000 to $320,000. The $547 pro forma adjustment reflects
a $400 amendment fee paid to the lenders and an additional $147 of related professional fees
paid in connection with the transaction.(7)
    
    Elimination of liabilities not assumed in the Burress acquisition.(8)
    
    Represents the incremental borrowings related to the buyout of vehicle capital leases. See
also Note 3 for further information.(9)
    
    Represents the payment of approximately $9,207 of Hitachi manufacturer flooring plan payables
in connection with the termination of the Hitachi dealer agreement. See also Note 2 for
further information.
 6




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##### 



Notes to Unaudited Pro Forma Condensed Combined Financial Statements
(Amounts in thousands)
 Note 4 Pro Forma Condensed Combined Balance Sheet Adjustments (continued)
 (10)
    
    Represents the liability payable to the Burress shareholders of $5,010 for the tax gross up
effect of a Section 338 tax election pursuant to the acquisition agreement and a $23
adjustment to fair value.(11)
    
    Represents the effect of the buyout of vehicles under capital leases and the amendments to
three branch facility leases resulting in a change in classification from capital leases to
operating leases. See also Note 3 for further information.(12)
    
    Elimination of the historical equity of Burress.
 Note 5 Pro Forma Condensed Combined Statements of Income Adjustments
 (A)
    
    Elimination of intercompany transactions.(B)
    
    Represents the decrease to depreciation expense resulting from the preliminary valuation of
rental fleet acquired at fair value.(C)
    
    Represents an increase in depreciation expense resulting from the buyout of vehicles
previously held under capital leases and an increase in rent expense net of a decrease in
depreciation expense resulting from the reclassification of branch facility leases previously
held under capital leases to operating leases. See also Note 3 for further information.(D)
    
    Represents amortization expense related to the recognition of intangible assets acquired (see
Note 1) on a straight-line basis over the assets estimated useful life.(E)
    
    Elimination of interest expense on debt not assumed in the acquisition.(F)
    
    To record incremental interest expense on borrowings from the senior secured credit facility
used to fund the acquisition.(G)
    
    Represents the income tax effect of the acquisition pro forma adjustments based on H&Es
effective tax rate for the period.(H)
    
    Represents the income tax expense related to Burress historical pretax income based on
H&Es effective tax rate for the period.
 7