Exhibit 99.7

Great Elm Capital Group, Inc.

Pro Forma Condensed Combined Financial Statements

(Unaudited)

On March 6, 2018, through its majority-owned subsidiary, Great Elm FM Holdings, Inc., Great Elm Capital Group, Inc. (GEC or the Company) acquired an 80.1% interest in CRIC IT Fort Myers LLC (CIFM) and a 19.9% interest was issued to the prior owner.  CIFM owns a fee simple interest in two Class A office buildings, Gartner I and Gartner II, situated on 17 acres of land in Fort Myers, FL (collectively, Property).  The CIFM’s business activities are limited to the leases associated with the Property and under the terms of its borrowing arrangements the CIFM has significant limitations on its business operations that essentially limit its activities to holding and leasing the Property.  To acquire its interest in the CIFM, the Company paid a cash purchase price of approximately $2.7 million, and incurred transaction costs of approximately $0.3 million. The transaction was an asset acquisition as substantially all of the value of the acquired assets related to the Property.  CIFM had two notes issued with a fair value of approximately $58 million.

On September 7, 2018, through its majority-owned subsidiary, Great Elm Capital DME Holdings, Inc. (DME Holdings), the Company acquired an 80.1% interest in Great Elm DME, Inc. (DME Inc.), an entity formed to acquire and combine two previously unrelated durable medical equipment distribution companies, Valley Healthcare Holdings LLC (Valley) and Northwest Medical, LLC (Northwest), which both specialize in the distribution of sleep and respiratory care equipment, including positive air pressure equipment and supplies, ventilators, and oxygen equipment.  The medical distribution companies operate in Alaska, Arizona, Nebraska, Oregon and Washington.  In exchange for the 80.1% interest, the Company paid cash of $25.3 million and issued preferred stock in DME Holdings of $5.3 million to Corbel Capital Partners SBIC, L.P. (Corbel). Corbel previously held an interest in Northwest and was one of the sellers in our acquisition of the business.  In addition, DME Inc. and its subsidiaries assumed debt of $9.3 million and incurred new debt of $16.5 million in conjunction with the acquisition of the businesses.  The remaining 19.9% ownership interest was issued to the prior owners.  There is also a contingent consideration arrangement which would require the Company to pay $2.4 million of additional consideration to the former owners if certain earnings thresholds are achieved for the years ended December 31, 2018 and 2019.  At acquisition this contingent consideration was fair valued at $1.2 million.

Collectively, the Valley and Northwest acquisitions are referred to as the DME Acquisition.  Collectively, the CIFM Acquisition and DME Acquisition are referred to as the Acquisitions.

The following unaudited pro forma condensed combined financial statements (Unaudited Pro Forma Financial Information) are presented to illustrate the effects of the Acquisitions on GEC’s historical results of operations.  The Unaudited Pro Forma Financial Information is based upon the historical consolidated financial statements and notes thereto of GEC, Valley and Northwest and should be read in conjunction with the:

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The historical consolidated financial information of GEC has been adjusted in the Unaudited Pro Forma Financial Information to give effect to pro forma events that are (1) directly attributable to the Acquisitions, (2) factually supportable and (3) with respect to the consolidated statement of operations, expected to have a continuing impact on the combined results of GEC and the Acquisitions. The following unaudited pro forma condensed combined consolidated statements of operations (Unaudited Pro Forma Statements of Operations) have been prepared assuming the Acquisitions had been completed on July 1, 2017, the first day of GEC’s fiscal year. The Unaudited Pro Forma Financial Information has been adjusted with respect to certain aspects of the Acquisitions to reflect the consummation of the Acquisitions.

The Unaudited Pro Forma Financial Information was prepared in accordance with the regulations of the United States Securities and Exchange Commission (SEC), and is not necessarily indicative of the financial position or results of operations that would have occurred if the Acquisitions had been completed on the dates indicated, nor is it indicative of the consolidated future operating results or financial position of GEC.  Assumptions and estimates underlying the pro forma adjustments are described in the accompanying notes, which should be read in connection with the Unaudited Pro Forma Financial Information. In accordance with Article 11 of Regulation S-X, a pro forma balance sheet is not required as the Acquisitions have already been reflected in GEC’s unaudited condensed consolidated balance sheet for the three months ended September 30, 2018 set forth in its Quarterly Report on Form 10-Q filed with the SEC on November 13, 2018.

The DME Acquisition purchase price has been preliminarily allocated to the acquired assets and liabilities based upon their preliminary estimated fair values. Any excess purchase price has been allocated to goodwill. The accounting for the DME Acquisition is dependent upon certain valuations and other analysis that have not yet progressed to a stage where there is sufficient information for a definitive measurement. Accordingly, the Unaudited Pro Forma Financial Information has been prepared based upon preliminary estimates. The final amounts recorded for the DME Acquisition may differ materially from the information presented. These estimates are subject to change pending further review of the assets acquired and liabilities assumed.

The Unaudited Pro Forma Financial Information does not reflect events that may occur after the Acquisitions, including, but not limited to, the anticipated realization of any ongoing savings from operating synergies. It also does not give effect to the costs necessary to achieve these savings and synergies.

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Great Elm Capital Group, Inc.

Pro Forma Condensed Combined Consolidated Statements of Operations

For the Year Ended June 30, 2018 (Unaudited)

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Great Elm Capital Group, Inc.

Pro Forma Condensed Combined Consolidated Statements of Operations

For the Three Months Ended September 30, 2018 (Unaudited)

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Great Elm Capital Group, Inc.

Notes to Pro Forma Condensed Combined Consolidated Financial Statements

(Unaudited)

1.  BASIS OF PRESENTATION

The Unaudited Pro Forma Financial Information present the impact of the acquisition on our results of operations.  The pro forma adjustments have been prepared as if the March 6, 2018 acquisition of CIFM and September 7, 2018 acquisition of DME Inc. had taken place as of July 1, 2017.  The CIFM Acquisition is reflected in the Unaudited Pro Forma Financial Information as being accounted for as an asset acquisition, while the DME Acquisition is reflected as being accounted for as business combinations in accordance with guidance on accounting for business combinations under accounting principles generally accepted in the United States (US GAAP).

In accordance with the guidance on accounting for business combinations, acquisition-related transaction costs associated with business combinations are not included as components of consideration transferred but are accounted for as expenses in the period in which the costs are incurred. Total acquisition-related transaction costs incurred by GEC were $1.9 million for the DME Acquisition.

Based on GEC’s review of Valley’s and Northwest’s summary of significant accounting policies disclosed in their historical financial statements and discussions with Valley and Northwest management, the nature and amount of any adjustments to the historical financial statements of Valley and Northwest to confirm their accounting policies to those of GEC are not expected to be material, other than the impacts of adopting Accounting Standards Update (ASU) 2016-02, Leases (Topic 842), (Topic 842) which was adopted by GEC effective July 1, 2016.  The Unaudited Pro Forma Statement of Operations includes pro forma adjustments of the historical Valley and Northwest in order to conform with GEC’s accounting policies related to leases in accordance with Topic 842. Further review of Valley’s and Northwest’s accounting policies and financial statements may result in required revisions to Valley’s and Northwest’s policies and classifications to conform to GEC’s.

The Unaudited Pro Forma Financial Information are presented for illustrative purposes only and are not necessarily indicative of the operating results that would have been achieved had the acquisition been completed as of the date indicated above or the results that may be attained in the future.

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2.  RECONCILIATION TO VALLEY’S AND NORTHWEST’S HISTORICAL STATEMENTS OF INCOME

GEC has a June 30 fiscal year end whereas Valley and Northwest have December 31 fiscal year ends.  The reconciliations below are derived from the audited historical financial statements of Valley and Northwest for the year ended December 31, 2017 and the unaudited historical financial statements of Valley and Northwest for the six months ended June 30, 2018 and 2017.  The reconciliation includes certain reclassifications of historical financial information to conform to GEC’s financial statement presentation for pro forma purposes.

A reconciliation of Valley’s statement of income for the year ended June 30, 2018 to the historical financial statements is as follows:

A reconciliation of Northwest’s statement of income for the year ended June 30, 2018 to the historical financial statements is as follows:

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3.  ACQUISITION OF CRIC IT FORT MYERS LLC (CIFM)

In March 2018, through its majority-owned subsidiary, Great Elm FM Holdings, Inc. (FM Holdings), the Company acquired an 80.1% interest in CRIC IT Fort Myers LLC (Property Owner) and a 19.9% interest was issued to the prior owner.  The Property Owner owns a fee simple interest in two Class A office buildings, Gartner I and Gartner II, situated on 17 acres of land in Fort Myers, FL (collectively, Property).  The Property Owner’s business activities are limited to the leases associated with the Property and under the terms of its borrowing arrangements the Property Owner has significant limitations on its business operations that essentially limit its activities to holding and leasing the Property.

To acquire its interest in the Property Owner, the Company paid a cash purchase price of approximately $2.7 million, incurred transaction costs of approximately $0.3 million, and issued a 19.9% non-controlling interest in the Property Owner valued at $0.7 million.  The transaction was an asset acquisition as substantially all of the value of the acquired assets related to the Property.  The Property Owner had two notes issued with a fair value of approximately $58 million at the acquisition date.

The following table summarizes the acquisition cost and the allocation to the assets acquired and liabilities assumed based on the relative fair values on the date of acquisition:

The assigned values were based on the relative fair value of the net acquired assets.  The valuation of the Property considered both an income and cost approach to determine the fair value of the buildings, leasehold improvements, land, and site improvements.  The value of the in-place lease intangible was based on an income approach that considered the value of the lease to the Company.  These valuations included significant non observable inputs to the valuation model and therefore were level 3 fair value measurements in the fair value hierarchy.  The assumed debt obligations were valued using an income method considering market interest rates for similar instruments, which is a level 2 fair value measurement, at the acquisition date.

In connection with the acquisition, the acquired tax basis differed from the assigned book basis and the simultaneous equation method was used to assign the value of the asset and the related deferred tax liability.  The reduction of the valuation allowance of the Company of $0.3 million directly attributable to the transaction was recognized as a benefit to the income tax provision in the year ended June 30, 2018.

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4. ACQUISITION OF DME INC.

In September 2018, through its majority-owned subsidiary, DME Holdings, the Company acquired an 80.1% interest in DME Inc., an entity formed to acquire and combine two previously unrelated durable medical equipment distribution companies, Valley and Northwest, which both specialize in the distribution of sleep and respiratory care equipment, including positive air pressure equipment and supplies, ventilators, and oxygen equipment.  The medical distribution companies operate in Alaska, Arizona, Nebraska, Oregon and Washington.  The Company expects to achieve significant synergies and costs reductions through the combination of these companies in this acquisition.  

The following table summarizes the acquisition cost and the allocation to the assets acquired and liabilities assumed based on the fair values of the assets acquired and liabilities assumed at the date of acquisition.  The Company is in the process of obtaining finalized third-party valuations of certain intangible assets, and gathering information on all assets acquired and liabilities assumed, thus, all amounts are preliminary and are subject to change as these provisional estimates are finalized.

The contingent consideration arrangement requires the Company to pay $2.4 million of additional consideration to the acquired companies’ former shareholders if certain earnings before interest, taxes, depreciation and amortization (EBITDA) thresholds are achieved for the 12 months ended December 31, 2018 and 2019.  The fair value of the contingent consideration arrangement at the acquisition date was $1.2 million

Of the $8.4 million of acquired identifiable intangible assets, $6.9 million was provisionally assigned to tradenames and $1.5 million was provisionally assigned to non-compete assets, which are associated with the former sellers of the businesses.  All tradenames acquired have an expected life of 10 years over which they will be amortized on a straight-line basis, which matches the pattern of economic use of these assets.  The non-compete agreements have a weighted-average expected life of 4.2 years.  All non-compete agreements will be amortized on a straight-line basis, which approximates the pattern of economic use.  Neither tradenames nor the non-compete agreements have renewal terms or are expected to have any net realizable value at the end of their useful lives.

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The Company has not recorded any deferred tax amounts associated with differences between income tax basis and the stepped up basis of financial statement basis amounts in its preliminary purchase allocation of consideration transferred for the acquired businesses.  The Company is in the process of obtaining the income tax basis amounts related to assets acquired and liabilities assumed.  As a result, the related deferred tax balance sheet amounts and any potentially impacted income tax provision or benefit will be recorded once the information becomes available and is evaluated by the Company. The Company expects these provisional amounts to be resolved prior to the end of fiscal year 2019.

The Company recognized $1.9 million of acquisition costs that were expensed in the three months ended September 30, 2018.  These costs are included in general and administrative expenses in the accompanying condensed consolidated statement of operations.  The Company also incurred $0.4 million in costs associated with issuing debt to finance the cost of the acquired businesses, which are debt issuance costs that are amortized over the term of the debt using the effective interest rate method.

5. UNAUDITED PRO FORMA ADJUSTMENTS

The adjustments to the pro forma consolidated statement of operations for the year ended June 30, 2018 and the three months ended September 30, 2018 are as follows:

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