H&E Equipment Services (HEES) 8-K/A Completion of Acquisition or Disposition of Assets

Exhibit 99.3

Unaudited Pro Forma Condensed Combined Financial Statements

The following unaudited pro forma condensed combined financial statements have been prepared to give pro forma effect to the acquisition by H&E Equipment Services, Inc. (the “Company” or “H&E”) of all of the capital stock of J.W. Burress, Incorporated (“Burress”), as if it had occurred on January 1, 2006 and, in the case of balance sheet data, as if it had occurred on June 30, 2007.

We have derived H&E’s (i) summary historical statement of income data for the year ended December 31, 2006 from H&E’s audited consolidated financial statements and (ii) historical condensed consolidated balance sheet data as of June 30, 2007 and our historical condensed consolidated statement of income data for the six months from January 1, 2007 to June 30, 2007 from H&E’s interim unaudited condensed consolidated financial statements (collectively, the “H&E Financial Statements”). We have derived the Burress (i) summary historical statement of income data for the year ended December 31, 2006 from the audited financial statements and (ii) historical condensed balance sheet data as of June 30, 2007 and the historical condensed statement of income data for the six months from January 1, 2007 to June 30, 2007 from the interim unaudited financial statements (collectively, the “Burress Financial Statements”). Certain reclassifications have been made to the historical presentation of Burress to conform to the H&E presentation and to the presentation of the pro forma financial statements contained herein. Historical results are not necessarily indicative of results of future operations, and results for any interim period are not necessarily indicative of the results that may be expected for a full year.

The following pro forma financial information is derived from (i) the H&E Financial Statements and (ii) the Burress Financial Statements. The pro forma adjustments are based upon currently available information and certain assumptions that we believe are reasonable under the circumstances. The pro forma adjustments are more fully described in the notes to the unaudited pro forma condensed combined financial statements below. The acquisition of Burress has been accounted for using the purchase method of accounting. In addition, the unaudited pro forma condensed combined balance sheet includes pro forma purchase price allocations based upon preliminary estimates of the fair value of the assets acquired and liabilities assumed in connection with the acquisition. These allocations may be adjusted in the future upon finalization of these preliminary estimates.

The pro forma condensed combined financial statements should be read in conjunction with, and are qualified in their entirety by reference to, the historical consolidated financial statements of H&E Equipment Services, Inc. and the related notes thereto, included in H&E’s Annual Report on Form 10-K for the year ended December 31, 2006, filed on March 26, 2007 and H&E’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2007, filed on August 9, 2007, and incorporated herein by reference and the historical financial statements of Burress and the related notes thereto, included as Exhibit 99.1 and Exhibit 99.2 to this Current Report on Form 8-K/A.

The pro forma information is for informational purposes only and is not intended to be indicative of the actual combined results that would have reported had the transactions occurred on the dates indicated, nor does the information represent a forecast of the combined financial results of the Company and Burress for any future period.

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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			Combined
	Historical			Historical		Adjustments			Pro Forma
ASSETS
Cash and cash equivalents	$	34,967		$	2	$	(34,969	)(1)	$	—
Receivables, net		114,408			12,760					127,168
Inventories, net		134,595			29,799		52	(2)		163,930
							(516	)(3)
Prepaid expenses and other assets		7,368			817					8,185
Rental 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)		43,510
Deferred financing costs and other intangible assets, net		9,777			6		11,688	(5)		22,012
							541	(6)
Goodwill		30,573			—		27,676	(5)		58,249
Total assets	$	833,437		$	113,943	$	4,279		$	951,659
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Amounts due on senior secured credit facility	$	—		$	34,039	$	(34,039	)(7)	$	77,869
							64,879	(1)
							3,236	(8)
							9,207	(9)
							547	(6)
Accounts payable		94,325			6,426					100,751
Manufacturer 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)		47,271
Related party obligation		536			—					536
Notes payable		2,000			2,736		(2,736	)(7)		2,000
Senior secured notes, net		4,479			—					4,479
Senior unsecured notes		250,000			—					250,000
Deferred income taxes		27,823			—					27,823
Capital lease obligations		—			7,484		(5,019	)(11)		2,465
Deferred compensation payable		1,866			—					1,866
Total liabilities		570,260			89,914		28,308			688,482
Stockholders’ 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)		382
Additional paid-in capital		205,303			—					205,303
Treasury stock at cost, 15,755 shares of common stock held		(432	)		—					(432	)
Retained earnings		57,924			22,829		(22,829	)(12)		57,924
Total stockholders’ equity		263,177			24,029		(24,029	)		263,177
Total liabilities and stockholders’ equity	$	833,437		$	113,943	$	4,279		$	951,659

See accompanying notes to financial statements.

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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			Combined
	H&E			Burress			Adjustments			Pro Forma
Revenues:
Equipment rentals	$	251,374		$	21,977					$	273,351
New equipment sales		241,281			66,685		$	(509	)(A)		307,457
Used equipment sales		133,897			47,052						180,949
Parts sales		82,106			24,963						107,069
Service revenues		53,699			4,465						58,164
Other		42,012			2,326						44,338
Total revenues		804,369			167,468			(509	)		971,328
Cost of revenues:
Rental depreciation		78,159			15,169			(2,612	)(B)	$	90,716
Rental expense		40,582			2,656						43,238
New equipment sales		211,158			58,630			(448	)(A)		269,340
Used equipment sales		97,765			31,810						129,575
Parts sales		57,909			16,713						74,622
Service revenues		19,206			1,376						20,582
Other		36,409			3,044						39,453
Total cost of revenues		541,188			129,398			(3,060	)		667,526
Gross profit		263,181			38,070			2,551			303,802
Selling, general and administrative expenses		143,615			21,174			381	(C)		168,325
								3,155	(D)
Gain (Loss) on property and equipment, net		479			(57	)					422
Income from operations		120,045			16,839			(985	)		135,899
Other 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						1,056
Total other expense, net		(77,637	)		(3,859	)		3,487			(84,983	)
Income before provision for income taxes		42,408			12,980			(4,472	)		50,916
Provision for income taxes		9,694			—			(1,024	)(G)		11,642
								2,972	(H)
Net income	$	32,714		$	12,980		$	(6,420	)	$	39,274
Net income per common share:
Basic	$	0.89								$	1.06
Diluted	$	0.88								$	1.06
Weighted average common shares outstanding:
Basic		36,933									36,933
Diluted		36,982									36,982

See accompanying notes to financial statements.

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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			Combined
	H&E			Burress			Adjustments			Pro Forma
Revenues:
Equipment rentals	$	132,773		$	9,389					$	142,162
New equipment sales		146,235			35,336		$	(1,545	)(A)		180,026
Used equipment sales		65,687			24,612						90,299
Parts sales		47,087			12,234						59,321
Service revenues		29,722			3,222						32,944
Other		21,377			1,070						22,447
Total revenues		442,881			85,863			(1,545	)		527,199
Cost of revenues:
Rental depreciation		43,664			6,592			(313	)(B)		49,943
Rental expense		22,629			1,141						23,770
New equipment sales		127,352			31,344			(1,359	)(A)		157,337
Used equipment sales		48,874			17,499						66,373
Parts sales		33,329			8,246						41,575
Service revenues		10,768			1,299						12,067
Other		19,344			1,570						20,914
Total cost of revenues		305,960			67,691			(1,672	)		371,979
Gross profit		136,921			18,172			127			155,220
Selling, general and administrative expenses		75,515			12,369			195	(C)		89,656
								1,577	(D)
Gain (Loss) on property and equipment, net		347			(23	)					324
Income from operations		61,753			5,780			(1,645	)		65,888
Other income (expense):
Interest expense		(17,590	)		(2,608	)		(1,201	)(E)		(21,879	)
								2,882	(F)
Other		523			101						624
Total other expense, net		(17,067	)		(2,507	)		1,681			(21,255	)
Income before provision for income taxes		44,686			3,273			(3,326	)		44,633
Provision for income taxes		17,326			—			(1,290	)(G)
								1,270	(H)		17,306
Net income	$	27,360		$	3,273		$	(3,306	)	$	27,327
Net income per common share:
Basic	$	0.72								$	0.72
Diluted	$	0.72								$	0.72
Weighted average common shares outstanding:
Basic		38,088									38,088
Diluted		38,159									38,159

See accompanying notes to financial statements.

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Notes to Unaudited Pro Forma Condensed Combined Financial Statements
(Amounts in thousands)

Note 1 Purchase Price Allocation

The acquisition of Burress was accounted for using the purchase method of accounting. The total purchase cost was allocated to the assets acquired and liabilities assumed based upon their respective fair values. A preliminary allocation of the purchase cost has been made to the assets and liabilities in the accompanying pro forma financial statements based on a preliminary assessment. The final allocation of the purchase price may result in differences from the pro forma amounts included herein.

The preliminary allocation of the purchase price paid to the fair values of the assets and liabilities acquired is summarized in the table below:

Purchase Price Paid Cash	$	97,882
Legal, consulting, accounting and related transaction fees		1,966
Total purchase price	$	99,848
Fair value of net tangible assets acquired:
Receivables	$	12,760
Inventories		29,335
Rental fleet		58,424
Property and equipment		11,942
Other assets		1,366
Liabilities		(53,343	)
Total fair value of net tangible assets acquired		60,484
Intangible assets acquired:
Trade name		1,370
Non-compete agreements		788
Customer relationships		9,530
Total intangible assets acquired		11,688
Goodwill		27,676
	$	99,848

The following average estimated useful lives are assigned to the intangible assets acquired:

	Average Estimated
Intangible Asset	Useful Life (Years)
Trade name		1.0
Non-compete agreements		4.0
Customer relationships		6.0

The purchase price was funded from available cash on hand and borrowings under the Company’s senior secured credit facility.

Note 2 Hitachi Dealer Agreement

As previously announced by H&E in connection with its acquistion of Burress, the purchase price paid by H&E for Burress was calculated excluding any EBITDA derived from the Hitachi relationship. On September 6, 2007, Burress received a notification from John Deere Construction & Forestry Company (“John Deere”), Hitachi’s North American representative, of termination of the Hitachi dealer agreement and a demand for payment of all Hitachi related indebtedness. The possibility that the Hitachi relationship would be terminated was anticipated by H&E and Burress at the time the parties entered into the acquisition agreement. Pursuant to the acquisition agreement, the amount of the outstanding Hitachi indebtedness was included in the calculation of the purchase price. H&E funded the payment of Hitachi related indebtedness of approximately $9,207 with funds available under its senior secured credit facility. This payment is included in the pro forma adjustments included herein.

In connection with the termination of the Hitachi dealer agreement, all new Hitachi equipment inventory, rental fleet and parts were to be returned to Hitachi or to various Hitachi designated dealers. Additionally, Burress was to

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Notes to Unaudited Pro Forma Condensed Combined Financial Statements
(Amounts in thousands)

Note 2 Hitachi Dealer Agreement (continued)

receive credit for any Hitachi related manufacturer flooring payables owed on this equipment. The effects of these events are reflected in the pro forma adjustments contained herein.

Under the acquisition agreement, the Burress shareholders may be entitled to receive additional consideration of approximately $15.1 million payable over three years if the consent of Hitachi, meeting the requirements of the acquisition agreement, is obtained on or before December 29, 2007. In connection with the termination of the Hitachi dealer agreement, the Burress shareholders have filed for arbitration proceedings regarding John Deere’s contractual right to terminate the Hitachi dealer agreement. These contingent purchase price payments are not included as a pro forma adjustment herein.

The pro forma adjustments contained herein do not reflect any impact to historical revenues and costs related to the Hitachi relationship.

Note 3 Capital Leases

In conjunction with the acquisition, H&E purchased various vehicles held under capital leases by Burress as the lessee. Also, Burress leases four of its branch office facilities which are reflected in its historical financial statements as capital leases. On August, 31, 2007, three of the four leases were amended, which resulted in a change in classification from a capital lease to an operating lease in accordance with SFAS No. 13. The pro forma adjustments contained herein reflect the buyout of the vehicle capital leases and the amendments to the branch facility leases resulting in the lease classification change.

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.

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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.

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