Harry & David Operations 8-K/A Completion of Acquisition or Disposition of Assets

Exhibit 99.1

Harry and David Holdings Inc. and Subsidiaries

Unaudited Pro Forma Consolidated Financial Statements

The unaudited pro forma consolidated financial statements present financial information of Harry and David Holdings Inc. and subsidiaries (the “Company”) to give effect to the sale of the Jackson & Perkins direct marketing and wholesale businesses as well as the sale of the Company’s Wasco, California facility and land, which was primarily utilized to support rose growing operations. The unaudited pro forma consolidated statements of operations present the consolidated results of operations of the Company, assuming the sale occurred as of June 26, 2005. The unaudited pro forma consolidated balance sheet as of March 31, 2007 presents the consolidated financial position of the Company, assuming the sale had been completed on that date.

The unaudited pro forma consolidated financial statements include specific assumptions and adjustments related to the sales described above. The adjustments are based upon presently available information and assumptions that management believes are reasonable under the circumstances as of the date of this filing. However, actual adjustments may differ materially from the information presented in future filings.

The unaudited pro forma consolidated financial statements presented are for informational purposes only. They are not intended to represent or be indicative of the consolidated results of operations or financial position that would have occurred had the sale been completed as of the dates presented nor are they intended to be indicative of future results of operations or financial position. The unaudited pro forma consolidated financial statements, including notes thereto, should be read in conjunction with the historical financial statements of the Company included in its Annual Report on Form 10-K for the year ended June 24, 2006.

Harry & David Holdings, Inc. and Subsidiaries

Unaudited Pro Forma Condensed Consolidated Balance Sheets

As of March 31, 2007

(in Thousands)

	As Reported		Pro Forma Adjustments (Note 1)			Pro Forma Adjusted
Assets
Current assets:
Cash and cash equivalents	$	41,580	$	43,051		$	84,631
Short-term investments		37,363		—			37,363
Trade accounts receivable, net		5,328		25			5,353
Other receivables		1,208		6,364			7,572
Inventories, net		47,204		(832	)		46,372
Prepaid catalog expenses		3,425		(383	)		3,042
Other current assets		9,000		2,100			11,100
Current assets held for sale		41,455		(41,455	)		—
Total current assets		186,563		8,870			195,433
Fixed assets, net		158,151		(890	)		157,261
Intangibles, net		31,210		—			31,210
Deferred financing costs, net		12,803		—			12,803
Deferred income taxes		1,484		4,500			5,984
Other assets		721		—			721
Total assets	$	390,932	$	12,480		$	403,412
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	15,001	$	438		$	15,439
Accrued payroll and benefits		13,695		117			13,812
Income taxes payable		14		—			14
Deferred revenue		22,100		996			23,096
Deferred income taxes		43,485		5,549			49,034
Accrued interest		1,941		—			1,941
Other accrued liabilities		7,547		290			7,837
Capital lease obligation		1,571		—			1,571
Liabilities related to assets held for sale		8,228		(8,228	)		—
Total current liabilities		113,582		(838	)		112,744
Long-term debt		245,000		—			245,000
Accrued pension liability		18,128		—			18,128
Other long-term liabilities		3,403		—			3,403
Total liabilities		380,113		(838	)		379,275
Stockholders’ equity
Common stock at par value		10		—			10
Additional paid-in capital		5,373		—			5,373
Retained earnings		5,436		13,318			18,754
Total stockholders’ equity		10,819		13,318			24,137
Total liabilities and stockholders’ equity	$	390,932	$	12,480		$	403,412

Harry & David Holdings, Inc. and Subsidiaries

Unaudited Pro Forma Consolidated Statements of Operations

for the Forty Weeks Ended March 31, 2007

(in Thousands, except share and per share data)

	As Reported			Pro Forma Adjustments (Note 2)			Pro Forma Adjusted
Net sales	$	553,237		$	(55,125	)	$	498,112
Cost of goods sold		290,492			(37,904	)		252,588
Gross profit		262,745			(17,221	)		245,524
Costs and expenses:
Selling, general and administrative		185,696			(17,364	)		168,332
Selling, general and administrative – related party		750			—			750
		186,446			(17,364	)		169,082
Operating income		76,299			143			76,442
Other (income) expense:
Interest income		(1,642	)		—			(1,642	)
Interest expense		21,634			—			21,634
Pension curtailment gain		(15,844	)		—			(15,844	)
Loss on divestiture of business		7,406			(7,406	)		—
Other (income) expense		(537	)		190			(347	)
		11,017			(7,216	)		3,801
Income before income taxes		65,282			7,359			72,641
Income tax provision		25,432			2,747			28,179
Net income	$	39,850		$	4,612		$	44,462
Earnings per share:
Basic and diluted	$	38.88					$	43.38
Weighted-average shares outstanding:
Basic and diluted		1,024,861						1,024,861

Harry & David Holdings, Inc. and Subsidiaries

Unaudited Pro Forma Consolidated Statements of Operations

for the Year Ended June 24, 2006

(in Thousands, except share and per share data)

	As Reported			Pro Forma Adjustments (Note 2)			Pro Forma Adjusted
Net sales	$	598,204		$	(73,820	)	$	524,384
Cost of goods sold		357,101			(55,201	)		301,900
Gross Profit		241,103			(18,619	)		222,484
Costs and expenses:
Selling, general and administrative		223,838			(25,581	)		198,257
Selling, general and administrative – related party		1,000			—			1,000
		224,838			(25,581	)		199,257
Operating income		16,265			6,962			23,227
Other (income) expense:
Interest income		(1,780	)		—			(1,780	)
Interest expense		26,459			—			26,459
Gain on divestiture of business		—			(6,962	)		(6,962	)
Other (income) expense, net		1,210			—			1,210
		25,889			(6,962	)		18,927
Income (loss) before income taxes		(9,624	)		13,924			4,300
Income tax provision		89			1,068			1,157
Net income (loss)	$	(9,713	)	$	12,856		$	3,143
Earnings (loss) per share:
Basic and diluted	$	(9.58	)				$	3.10
Weighted-average shares outstanding:
Basic and diluted		1,013,650						1,013,650

Notes to the Unaudited Pro Forma Consolidated Financial Statements

Note 1) The Pro Forma Adjustments consist of cash proceeds of $43.1 million (net of estimated transaction costs of $2.9 million), net receivable amounts due from the buyer of $7.9 million, as well as the elimination of the assets and liabilities associated with the Jackson & Perkins business. In addition, retained earnings have been adjusted to reflect the after-tax gain on the divestiture and the reversal of a deferred tax valuation allowance related to a change in the Company’s cumulative tax position that would have occurred in fiscal 2006 had the transaction been completed on June 26, 2005.

Note 2) For the year ended June 24, 2006 and the forty weeks ended March 31, 2007, the Pro Forma Adjustments represents the elimination of the direct revenues, expenses of our Jackson & Perkins business segment that were previously included in the Company’s consolidated statement of operations, the estimated tax effects of these eliminations, as well as the reversal of a deferred tax valuation allowance described in Note 1.

The adjustments also assume the sale and related tax impacts were recorded as of June 26, 2005; as such, the loss recorded on the divesture and related tax effects have been eliminated from the statement of operations for the forty weeks ending March 31, 2007.