##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Fiscal Quarter Ended June 30, 2008
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
 Commission File Number 000-51624
 Dover Saddlery, Inc.
 (Exact name of registrant as specified in its charter)
 DELAWARE
    
    04-3438294(State of other jurisdiction of
    
    (I.R.S. Employer Identification No.)incorporation or organization)
 525 Great Road, Littleton, MA 01460
(Address of principal executive offices)
 (978) 952-8062 (Registrants telephone number, including area code)
  þ o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer
o(Do not check if a smaller reporting company)
    
    Smaller reporting company
þ
  o þ




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##### 



DOVER SADDLERY, INC. AND SUBSIDIARIES
INDEX TO QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 2008
 PART I.
    
    FINANCIAL INFORMATION
    
    
    3Item 1.
    
    Condensed Consolidated Financial Statements  (un-audited)
    
    
    3Consolidated Balance Sheets -- June 30, 2008 (un-audited) and December 31, 2007
    
    
    3Un-audited Consolidated Statements of Operations -- three and six months ended June 30, 2008 and 2007
    
    
    4Un-audited Consolidated Statements of Cash Flows -- six months ended June 30, 2008 and 2007
    
    
    5Notes to Condensed Consolidated Financial Statements
    
    
    6Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    10Item 3.
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    
    17Item 4.
    
    Controls and Procedures
    
    
    17PART II.
    
    OTHER INFORMATION
    
    
    18Item 1.
    
    Legal Proceedings
    
    
    18Item 1A.
    
    Risk Factors
    
    
    18Item 2.
    
    Unregistered Sale of Equity Securities and Use of Proceeds
    
    
    20Item 3.
    
    Defaults Upon Senior Securities
    
    
    20Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    20Item 5.
    
    Other Information
    
    
    21Item 6.
    
    Exhibits
    
    
    22SIGNATURES
    
    
    27EXHIBIT INDEXEX-3.7 Amended and Restated By-Laws of the CompanyEX-31.1 Section 302 Certification of CEOEX-31.2 Section 302 Certification of CFOEX-32.1 Section 906 Certification of CEO & CFO




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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 Item 1. Financial Statements.
 DOVER SADDLERY, INC. AND SUBSIDIARIES
 
 Condensed Consolidated Balance Sheets
 (In thousands, except share data)
 June 30,
    
    
    December 31,2008
    
    
    2007(un-audited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    464
    
    
    $
    309Accounts receivable
    
    
    768
    
    
    
    1,169Inventory
    
    
    17,482
    
    
    
    16,769Prepaid catalog costs
    
    
    1,389
    
    
    
    1,427Prepaid expenses and other current assets
    
    
    1,454
    
    
    
    952Deferred income taxes
    
    
    40
    
    
    
    72Total current assets
    
    
    21,597
    
    
    
    20,698Net property and equipment
    
    
    3,285
    
    
    
    3,153Other assets:Goodwill
    
    
    14,267
    
    
    
    14,267Deferred income taxes
    
    
    505
    
    
    
    472Intangibles and other assets, net
    
    
    1,124
    
    
    
    741Total other assets
    
    
    15,896
    
    
    
    15,480Total assets
    
    $
    40,778
    
    
    $
    39,331LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Current portion of capital lease obligation and outstanding checks
    
    $
    1,341
    
    
    $
    618Accounts payable
    
    
    2,410
    
    
    
    3,314Accrued expenses and other current liabilities
    
    
    3,829
    
    
    
    3,713Income taxes payable
    
    
    
    
    
    
    568Total current liabilities
    
    
    7,580
    
    
    
    8,213Long-term liabilities:Revolving line of credit
    
    
    8,000
    
    
    
    6,300Subordinated notes payable, net
    
    
    4,815
    
    
    
    4,738Capital lease obligation, net of current portion
    
    
    106
    
    
    
    150Total long-term liabilities
    
    
    12,921
    
    
    
    11,188Stockholders equity:Common Stock, par value $0.0001 per share; 15,000,000 shares
authorized; issued 5,187,038 as of June 30, 2008 and 5,105,318 as
of December 31, 2007
    
    
    1
    
    
    
    1Additional paid in capital
    
    
    44,718
    
    
    
    44,262Treasury stock, 795,865 shares at cost
    
    
    (6,082
    )
    
    
    (6,082
    )Accumulated deficit
    
    
    (18,360
    )
    
    
    (18,251
    )Total stockholders equity
    
    
    20,277
    
    
    
    19,930Total liabilities and stockholders equity
    
    $
    40,778
    
    
    $
    39,331
  3




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##### Table of Contents



DOVER SADDLERY, INC. AND SUBSIDIARIES
 
 Condensed Consolidated Statements of Operations
 (In thousands, except share data)
 (un-audited)
 Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,
    
    
    June 30,
    
    
    June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Revenues, net
    
    $
    19,941
    
    
    $
    19,998
    
    
    $
    37,595
    
    
    $
    38,557Cost of revenues
    
    
    12,967
    
    
    
    12,441
    
    
    
    24,266
    
    
    
    24,313Gross profit
    
    
    6,974
    
    
    
    7,557
    
    
    
    13,329
    
    
    
    14,244Selling, general and administrative expenses
    
    
    6,284
    
    
    
    6,561
    
    
    
    12,870
    
    
    
    13,686Litigation settlement expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    700Income (loss) from operations
    
    
    690
    
    
    
    996
    
    
    
    459
    
    
    
    (142
    )Interest expense, financing and other related costs, net
    
    
    315
    
    
    
    399
    
    
    
    648
    
    
    
    713Other income
    
    
    2
    
    
    
    
    
    
    
    2
    
    
    
    Income (loss) before income tax provision (benefit)
    
    
    377
    
    
    
    597
    
    
    
    (187
    )
    
    
    (855
    )Provision (benefit) for income taxes
    
    
    127
    
    
    
    221
    
    
    
    (78
    )
    
    
    (316
    )Net income (loss)
    
    $
    250
    
    
    $
    376
    
    
    $
    (109
    )
    
    $
    (539
    )Net income (loss) per shareBasic
    
    $
    0.05
    
    
    $
    0.07
    
    
    $
    (0.02
    )
    
    $
    (0.11
    )Diluted
    
    $
    0.05
    
    
    $
    0.07
    
    
    $
    (0.02
    )
    
    $
    (0.11
    )Number of shares used in per share calculation
Basic
    
    
    5,177,000
    
    
    
    5,074,000
    
    
    
    5,141,000
    
    
    
    5,074,000Diluted
    
    
    5,290,000
    
    
    
    5,239,000
    
    
    
    5,141,000
    
    
    
    5,074,000
  4




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DOVER SADDLERY, INC. AND SUBSIDIARIES
 
 Condensed Consolidated Statement of Cash Flows
 (In thousands)
 (un-audited)
 Six Months EndedJune 30,
    
    
    June 30,2008
    
    
    2007Operating activities:Net loss
    
    $
    (109
    )
    
    $
    (539
    )Adjustments to reconcile net loss to net cash used in operating activitiesDepreciation and amortization
    
    
    406
    
    
    
    346Deferred income taxes
    
    
    (1
    )
    
    
    (369
    )Income from investment in affiliate (Note H)
    
    
    (2
    )
    
    
    Stock-based compensation
    
    
    76
    
    
    
    51Non-cash interest expense
    
    
    131
    
    
    
    65Changes in current assets and liabilities:Accounts receivable
    
    
    401
    
    
    
    44Inventory
    
    
    (713
    )
    
    
    (3,644
    )Prepaid catalog costs and other expenses
    
    
    (465
    )
    
    
    (202
    )Accounts payable
    
    
    (904
    )
    
    
    (596
    )Accrued expenses, other current liabilities and income taxes payable
    
    
    (475
    )
    
    
    (7
    )Net cash used in operating activities
    
    
    (1,655
    )
    
    
    (4,851
    )Investing activities:Purchases of property and equipment
    
    
    (497
    )
    
    
    (669
    )Investment in affiliate (Note H)
    
    
    (9
    )
    
    
    Change in other assets
    
    
    (43
    )
    
    
    (43
    )Net cash used in investing activities
    
    
    (549
    )
    
    
    (712
    )Financing activities:Borrowings under revolving line of credit
    
    
    1,700
    
    
    
    6,100Change in outstanding checks
    
    
    741
    
    
    
    (441
    )Payments of commitment and financing fees
    
    
    
    
    
    
    (35
    )Payments on capital leases
    
    
    (82
    )
    
    
    (49
    )Net cash provided by financing activities
    
    
    2,359
    
    
    
    5,575Net increase in cash and cash equivalents
    
    
    155
    
    
    
    12Cash and cash equivalents at beginning of period
    
    
    309
    
    
    
    101Cash and cash equivalents at end of period
    
    $
    464
    
    
    $
    113Supplemental disclosure of cash flow informationCash paid during the period for:Interest
    
    $
    518
    
    
    $
    642Income taxes
    
    $
    818
    
    
    $
    592Supplemental disclosure of non-cash financing activitiesIssuance of
common stock in connection with investment in affiliate (Note H)
    
    $
    380
    
    
    $
    Equipment acquired under capital leases
    
    $
    19
    
    
    $
    
  5




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##### Table of Contents



DOVER SADDLERY, INC.
AND SUBSIDIARIES
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 A. Nature of Business and Basis of Preparation
      B. Accounting for Stock-Based Compensation
    C. Inventory
  6




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D. Advertising
 Reporting on
Advertising Costs.
 E. Comprehensive Income (Loss)
 Reporting Comprehensive Income
 F. Net Income (Loss) Per Share
  Three Months Ended
    
    Six Months EndedJune 30,
    
    June 30,
    
    June 30,
    
    June 30,2008
    
    2007
    
    2008
    
    2007Basic weighted average common shares outstanding
    
    
    5,177
    
    
    
    5,074
    
    
    
    5,141
    
    
    
    5,074Add: Dilutive effect of assumed stock option and
warrant exercises less potential incremental
shares purchased under the treasury method
    
    
    113
    
    
    
    165
    
    
    
    
    
    
    
    Diluted weighted average common shares outstanding
    
    
    5,290
    
    
    
    5,239
    
    
    
    5,141
    
    
    
    5,074
 G. Financing Agreements
 Revolving Credit Facility
    7




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Senior Subordinated Notes Payable and Warrants
     Cash and Cash Equivalents
  H. Investment in Affiliate
     8




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##### Table of Contents



I. Income Taxes
 FIN 48, Accounting for Uncertainty in Income
Taxesan interpretation of FASB Statement No. 109
   J. Related Party Transactions
    K. Commitments and Contingencies
 Lease Commitments
   9




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##### Table of Contents



Accounting for Leases.
 Contingencies
    Recent Accounting Pronouncements
 Fair Value Measurements
   
 Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.
 This Quarterly Report on Form 10-Q, including the following discussion, contains
forward-looking statements within the meaning of the Private Securities Litigation Reform Act of
1995 that involve substantial risks and uncertainties. For this purpose, any statements contained
herein that are not statements of historical fact may be deemed to be forward-looking statements.
Without limiting the generality of the foregoing, the words projected, anticipated, planned,
expected, and similar expressions are intended to identify forward-looking statements. In
particular, statements regarding future financial targets or trends are forward-
 10




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looking statements. Forward-looking statements are not guarantees of our future financial
performance, and undue reliance should not be placed on them. Our actual results, performance or
achievements may differ significantly from the results, performance or achievements discussed in or
implied by the forward-looking statements. Factors that could cause such a difference detailed in
Item 1A. Risk Factors in our Annual Report on Form 10-K for the fiscal year ended December 31,
2007 (fiscal 2007) and in our subsequent periodic reports on Form 10-Q. We disclaim any intent or
obligation to update any forward-looking statement.
 Overview
   Consolidated Performance and Trends
   Results of Operations
  Three Months Ended
    
    Six Months EndedJune 30,
    
    June 30,
    
    June 30,
    
    June 30,2008
    
    2007
    
    2008
    
    2007Revenues, net
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Cost of revenues
    
    
    65.0
    
    
    
    62.2
    
    
    
    64.5
    
    
    
    63.1Gross profit
    
    
    35.0
    
    
    
    37.8
    
    
    
    35.5
    
    
    
    36.9Selling, general and administrative expenses
    
    
    31.5
    
    
    
    32.8
    
    
    
    34.2
    
    
    
    35.5Litigation settlement expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1.8Income (loss) from operations
    
    
    3.5
    
    
    
    5.0
    
    
    
    1.2
    
    
    
    (0.4
    )Interest expense, financing and other related costs, net
    
    
    1.6
    
    
    
    2.0
    
    
    
    1.7
    
    
    
    1.8Other income
    
    
    0.0
    
    
    
    0.0
    
    
    
    0.0
    
    
    
    0.0Income (loss) before income tax provision (benefit)
    
    
    1.9
    
    
    
    3.0
    
    
    
    (0.5
    )
    
    
    (2.2
    )Provision (benefit) for income taxes
    
    
    0.6
    
    
    
    1.1
    
    
    
    (0.2
    )
    
    
    (0.8
    )Net income (loss)
    
    
    1.3
    
    
    
    1.9
    
    
    
    (0.3
    )
    
    
    (1.4
    )
 
 (1)
    
    Certain of these amounts may not properly sum due to rounding 11




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Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,
    
    
    June 30,
    
    
    June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Revenues, net  direct
    
    $
    14,087
    
    
    $
    15,086
    
    
    $
    27,583
    
    
    $
    29,960Revenues, net  retail stores
    
    
    5,854
    
    
    
    4,912
    
    
    
    10,012
    
    
    
    8,597Revenues, net  total
    
    $
    19,941
    
    
    $
    19,998
    
    
    $
    37,595
    
    
    $
    38,557Other operating data:Number of retail stores (1)
    
    
    11
    
    
    
    9
    
    
    
    11
    
    
    
    9Capital expenditures
    
    
    267
    
    
    
    251
    
    
    
    497
    
    
    
    669Gross profit margin
    
    
    35.0
    %
    
    
    37.8
    %
    
    
    35.5
    %
    
    
    36.9
    %Adjusted EBITDA(2)
    
    
    923
    
    
    
    1,191
    
    
    
    941
    
    
    
    255Adjusted EBITDA margin(2)
    
    
    4.6
    %
    
    
    6.0
    %
    
    
    2.5
    %
    
    
    0.7
    %
 
 (1)
    
    Includes ten Dover-branded stores and one Smith Brothers store; the June 30, 2008 store
count includes the Dallas, TX Dover-branded store opened in Q3 2007, and the Branchburg, NJ
Dover-branded store opened in Q2 2008.(2)
    
    When we use the term Adjusted EBITDA, we are referring to net income minus interest
income and income from affiliate, plus interest expense, income taxes, non-cash stock-based compensation, depreciation,
and amortization. We present Adjusted EBITDA because we consider it an
important supplemental measure of our performance and believe it is frequently used by
securities analysts, investors and other interested parties in the evaluation of companies
in our industry.  
    
    Adjusted EBITDA does not reflect our cash expenditures or future requirements for capital
expenditures or capital commitments;
    
    Adjusted EBITDA does not reflect changes in, or cash requirements for, our working
capital needs;
    
    Adjusted EBITDA does not reflect the interest expense or cash requirements necessary to
service interest or principal payments on our debt;
    
    although depreciation and amortization are non-cash charges, the assets being depreciated
and amortized will often have to be replaced in the future, and Adjusted EBITDA does not
reflect any cash requirements for such replacements;
    
    although stock-based compensation is a non-cash charge, additional stock options might be
granted in the future, which might have a future dilutive effect on earnings and EPS; and
    
    other companies in our industry may calculate Adjusted EBITDA differently than we do,
limiting its usefulness as a comparative measure.
 12




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Three Months Ended
    
    
    Six Months EndedJune 30, 2008
    
    
    June 30, 2007
    
    
    June 30, 2008
    
    
    June 30, 2007Net income (loss)
    
    $
    250
    
    
    $
    376
    
    
    $
    (109
    )
    
    $
    (539
    )Depreciation
    
    
    189
    
    
    
    151
    
    
    
    385
    
    
    
    311Amortization of other intangible assets
    
    
    6
    
    
    
    18
    
    
    
    21
    
    
    
    35Stock-based compensation
    
    
    38
    
    
    
    26
    
    
    
    76
    
    
    
    51Interest expense, financing and other related costs, net
    
    
    315
    
    
    
    399
    
    
    
    648
    
    
    
    713Other income
    
    
    (2
    )
    
    
    
    
    
    
    (2
    )
    
    
    Provision (benefit) for income taxes
    
    
    127
    
    
    
    221
    
    
    
    (78
    )
    
    
    (316
    )Adjusted EBITDA
    
    $
    923
    
    
    $
    1,191
    
    
    $
    941
    
    
    $
    255
 Three Months Ended June 30, 2008 Compared to the Three Months Ended June 30, 2007
 Revenues
  Gross Profit
  Selling, General and Administrative
  Interest Expense
  Income Tax Provision
  13




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Net Income
  Six Months Ended June 30, 2008 Compared to the Six Months Ended June 30, 2007
 Revenues
  Gross Profit
  Selling, General and Administrative
  Interest Expense
  Income Tax Benefit
  Net Loss
  14




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Seasonality and Quarterly Fluctuations
  Liquidity and Capital Resources
  Operating Activities
  Investing Activities
  Financing Activities
  15




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Revolving Credit Facility
  Senior Subordinated Notes Payable and Warrants
   Working Capital and Capital Expenditure Needs
  Critical Accounting Policies and Estimates
  16




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Item 3. Quantitative and Qualitative Disclosures about Market Risk.
   Foreign Currency Risk
  Interest Rate Sensitivity
   
 Item 4. Controls and Procedures.
    17




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PART II. OTHER INFORMATION
 
 Item 1. Legal Proceedings.
   
 Item 1A. Risk Factors.
   Our market is highly competitive and we may not continue to compete successfully.
  If we cannot successfully execute our planned retail store expansion, our growth and profitability
would be adversely impacted.
  18




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##### Table of Contents




    
    our ability to identify suitable locations in key markets with attractive demographics
and which offer attractive returns on our investments;
    
    the availability of suitable locations at price points consistent with our expansion
model;
    
    our ability to negotiate favorable lease and construction terms for such locations;
    
    our ability to execute sale/leaseback transactions on satisfactory terms, if at all;
    
    competition for such locations;
    
    the timely construction of such retail stores;
    
    our ability to receive local and state government permits and approvals in connection
with such locations;
    
    our ability to attract, train, and retain skilled and knowledgeable store personnel;
    
    our ability to provide a product mix that meets the needs of our customers; and
    
    favorable economic conditions.
  We may be unable to continue to open new stores and enter new markets successfully.
  Our operating results may be impacted by changes in the economy.
  A decline in discretionary consumer spending and related externalities could reduce our revenues.
  19




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##### Table of Contents



Our stock price may fluctuate based on market expectations.
  Technology failures and privacy and security breaches could adversely affect the companys
business.
  
 Item 2. Unregistered Sale of Equity Securities and Use of Proceeds.
   
 Item 3. Defaults Upon Senior Securities.
  
 Item 4. Submission of Matters to a Vote of Security Holders.
  20




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##### Table of Contents



(1)
    
    The stockholders elected all Class III nominees to the Board of Directors for respective three-year
terms expiring in 2011:
 BROKERNON-DIRECTOR
    
    FOR
    
    WITHHELD
    
    ABSTAIN
    
    VOTES*Stephen L. Day
    
    
    3,754,963
    
    
    
    
    
    
    
    230,469
    
    
    
    James F. Powers
    
    
    3,755,963
    
    
    
    
    
    
    
    229,469
    
    
    
    
 
 *
    
    NASDAQ rules do not permit broker voting without specific instructions from
beneficial owners but permit brokers that are members of a national securities exchange,
such as brokers who are members of the New York Stock Exchange, to follow any
alternative rules of that exchange. The Company has not been able to determine how many
broker votes cast for Class III Directors were cast pursuant to specific instructions
from beneficial owners versus how many were cast by brokers pursuant to the alternative
rules of a national securities exchange such as NYSE.   
  
 
 Item 5. Other Information.
      21




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Item 6. Exhibits.
 Exhibit List
 Number
    
    Description*1.1
    
    Form of Underwriting Agreement*3.1
    
    Amended and Restated Certificate of Incorporation of the Company*3.2
    
    Certificate of Amendment to Certificate of Incorporation of the Company*3.3
    
    Second Amended and Restated Certificate of Incorporation of the Company to be filed upon completion of this
offering*3.4
    
    By-laws of the Company*3.5
    
    Amended and Restated By-laws of the Company to be effective upon completion of this offering***3.6
    
    Amendment to By-Laws of the Company^3.7
    
    Amended and Restated By-Laws of the Company*4.1
    
    Shareholders Agreement, dated as of September 17, 1998, by and among the Company, Stephen L. Day, Jonathan
A.R. Grylls, David Post, Donald Motsenbocker, Thomas Gaines, David J. Powers, James F. Powers, and Michele R.
Powers*4.2
    
    First Amendment to Shareholders Agreement, dated as of August 29, 2003, by and among the Company, Stephen L.
Day, Jonathan A.R. Grylls, David Post, Thomas Gaines, David J. Powers, James F. Powers, and Michele R. Powers*4.3
    
    Second Amendment to Shareholders Agreement, dated as of August 25, 2005, by and among a majority in interest
of the Purchasers (as defined therein) and a majority in interest of the Sellers (as defined therein)*4.4
    
    Instrument of accession, dated as of September 16, 2005, signed by Citizens Ventures, Inc. and accepted by
the Company, to that certain Shareholders Agreement, dated as of September 17, 1998, by and among the Company
and the Shareholders referenced therein, as amended*4.5
    
    Form of Common Stock Certificate*4.6
    
    Warrant to purchase common stock of the Company issued to Patriot Capital Funding, Inc.*4.7
    
    Amended and Restated 11.50% Senior Secured Subordinated Note, dated September 16, 2005, issued jointly by the
Company, Dover Massachusetts and Smith Brothers, Inc. to Patriot Capital Funding, Inc.**4.8
    
    Mezzanine Promissory Note**4.9
    
    Specimen Common Stock Purchase Warrant**4.10
    
    Registration Rights Agreement*5.1
    
    Opinion of Bingham McCutchen LLP*5.2
    
    Opinion of Preti Flaherty Beliveau Pachios & Haley LLP*10.1
    
    1999 Stock Option Plan (the 1999 Plan)*10.2
    
    Form of Stock Option Agreement under the 1999 Plan*10.3
    
    2005 Equity Incentive Plan (the 2005 Plan)*10.4
    
    Form of Stock Option Agreement under the 2005 Plan
 22




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##### Table of Contents



Number
    
    Description*10.5
    
    Form of Restricted Stock Award Agreement under the 2005 Plan*10.6
    
    Lease, dated as of May 29, 1997, by and between Dover Massachusetts and CE Holman, LLP*10.7
    
    Lease, dated as of October 12, 2001, by and between David F. Post and Dover Massachusetts*10.8
    
    Lease, dated as of March 1, 2003, by and between Smith Brothers, Inc. and JDS Properties, LLC*10.9
    
    Letter dated February 9, 2005 from the Company to JDS Properties, LLC regarding lease extension*10.10
    
    Lease, dated as of June 22, 2002, by and between Hockessin Square, L.L.C. and Dover Massachusetts*10.11
    
    Letter dated January 25, 2005 from the Company to Hockessin Square, L.L.C. regarding lease extension*10.12
    
    Lease, dated as of November 24, 2003, by and between North Conway Holdings, Inc. and Dover Massachusetts*10.13
    
    Stock Purchase Agreement, dated as of August 14, 1998, by and among the Company, James F. Powers, David J.
Powers and Michele R. Powers*10.14
    
    First Amendment to Stock Purchase Agreement, dated as of August 14, 1998, by and among the Company, James F.
Powers, David J. Powers and Michele R. Powers*10.15
    
    Amendment to Stock Purchase Agreement, dated as of September 17, 1998, by and among the Company, James F.
Powers, David J. Powers and Michele R. Powers*10.16
    
    Amended and Restated Loan Agreement, dated as of December 11, 2003, by and between Dover Massachusetts and
Fleet National Bank*10.17
    
    Amendment to Loan Agreement, dated as of December 11, 2003, by and between Dover Massachusetts and Fleet
National Bank*10.18
    
    Amended and Restated Security Agreement, dated as of December 11, 2003, by and between Dover Massachusetts
and Fleet National Bank*10.19
    
    Amended and Restated Pledge Agreement, dated as of December 11, 2003, by and between the Company and Fleet
National Bank*10.20
    
    Shareholder Pledge Agreement, dated as of September 17, 1998, by and among Stephen L. Day, Jonathan A.R.
Grylls, David J. Powers, James F. Powers, Michele R. Powers and BankBoston, N.A.*10.21
    
    Amended and Restated Revolving Credit Note, dated as of December 11, 2003, by Dover Massachusetts for the
benefit of Fleet National Bank*10.22
    
    Letter agreement, dated as of September 16, 2005, by and between Dover Massachusetts and Bank of America,
N.A. (successor by merger to Fleet National Bank)*10.23
    
    Security Agreement, dated as of December 11, 2003, by and between Smith Brothers, Inc. and Fleet National Bank*10.24
    
    Guaranty, dated as of December 11, 2003, by Smith Brothers, Inc. to Fleet National Bank*10.25
    
    Redemption Agreement, dated as of August 25, 2005, by and between the Company and Citizens Ventures, Inc.*10.26
    
    Letter agreement, dated as of September 14, 2005, by and between the Company and Citizens Ventures, Inc.,
amending that certain Redemption Agreement, dated as of August 26, 2005, by and between the Company and
Citizens Ventures, Inc.*10.27
    
    License Agreement, dated as of February 10, 2003, by and between Weatherbeeta PTY LTD and the Company*10.28
    
    Settlement Agreement, dated as of December 22, 2003, by and between Libertyville Saddle Shop, Inc. and the
Company*10.29
    
    Employment Agreement, dated as of September 1, 2005, by and between Stephen L. Day and the Company
 23




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##### Table of Contents



Number
    
    Description*10.30
    
    Employment Agreement, dated as of September 1, 2005, by and between Jonathan A.R. Grylls and the Company*10.31
    
    Amended and Restated Subordination Agreement, dated as of September 16, 2005, by and among Bank of America,
N.A. (successor by merger to Fleet National Bank), Patriot Capital Funding, Inc. (successor in interest to
Wilton Funding, LLC) and Dover Massachusetts, acknowledged by the Company and Smith Brothers, Inc.*10.32
    
    Amended and Restated Senior Subordinated Note and Warrant Purchase Agreement, dated as of September 16, 2005,
by and among the Company, Dover Massachusetts, Smith Brothers, Inc., Patriot Capital Funding, Inc. and the
Purchasers referenced therein*10.33
    
    Amended and Restated Security Agreement, dated as of September 16, 2005, by and among the Company, Dover
Massachusetts, Smith Brothers, Inc. and Patriot Capital Funding, Inc.##10.34(1)
    
    Amendment No. 1 to the Employment Agreement dated as of September 1, 2005 with Stephen L. Day##10.35(2)
    
    Amendment No. 1 to the Employment Agreement dated as of September 1, 2005 with Jonathan A.R. Grylls##10.36(4)
    
    Second Amendment dated as of March 28, 2006 to Amended and Restated Loan Agreement with Bank of America##10.37(5)
    
    Amendment No. 1 dated as of March 28, 2006 to Amended and Restated Senior Subordinated Note and Warrant
Purchase Agreement with Patriot Capital Funding, Inc.++10.38
    
    Agreement of Lease dated March 29, 2006 by and between the Company and Sparks Lot Seven, LLC^^10.39
    
    Commercial Lease executed as of March 9, 2001 between Marvid Crabyl, LLC and Dover Saddlery, Inc., as amended
and extended^^10.40
    
    Stock Purchase Agreement dated as of May 19, 2006 among Dover Saddlery, Inc., Dover Saddlery Retain, Inc.,
Old Dominion Enterprises, Inc. and Reynolds Young, as amended^^10.41
    
    Lease made as of June 2006 between Humphrey and Rodgers and Dover Saddlery Retail, Inc.^^10.42
    
    Agreement of Lease for Shopping Center Space between Sequel Investors Limited Partnership and Old Dominion
Enterprises, Inc. Dated as of May 20, 1997^^10.43
    
    LBs of Virginia Building Lease Agreement dated November 1, 2000, as amended^^10.44
    
    Lease agreement made July 10, 2006 between Hopkins Roads Associates and Dover Saddlery Retail, Inc.^^10.45(5)
    
    Consent and Amendment No. 2, dated June 29, 2006, to Amended and Restated Senior Subordinated Note and
Warrant Purchase Agreement with Patriot Capital Funding, Inc.^^10.46(6)
    
    Waiver letter dated as of June 27, 2006 between Bank of America, N.A. and Dover Saddlery, Inc.+10.47(7)
    
    First Amendment and Extension to Lease Agreement dated September 2006 between C.E. Holman Limited Partnership
and Dover Saddlery, Inc.#10.48(4)
    
    Third Amendment dated as of March 29, 2007 to Amended and Restated Loan Agreement dated as of December 11,
2003, with Bank of America#10.49(5)
    
    Waiver and Amendment No. 3 dated March 30, 2007 to the Amended and Restated Senior Subordinated Note and
Warrant Purchase Agreement with Patriot Capital Funding, Inc.###10.50(6)
    
    Waiver by Bank of America dated May 14, 2007###10.51(8)
    
    Waiver and Consent by Patriot Capital Funding, Inc. dated May 15, 2007^^^10.52(6)
    
    Waiver by Bank of America dated August 9, 2007^^^10.53(8)
    
    Waiver and Consent by Patriot Capital Funding, Inc. dated August 10, 2007
 24




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##### Table of Contents



Number
    
    Description^^^10.54(9)
    
    Renewal of Lease for Shopping Center Space executed August 3, 2007 between Sequel Investors Limited
Partnership and Old Dominion Enterprises, Inc.^^^10.55
    
    Shopping Center Lease Agreement dated May 30, 2007 between Pavillion North, Ltd., and Dover Saddlery Retail,
Inc.^^^10.56
    
    First Amendment dated June 25, 2007 to Shopping Center Lease Agreement between Pavillion North, Ltd. and
Dover Saddlery Retail, Inc. which amends Exhibit 10.55 filed herewith+++10.57(7)
    
    Second Amendment and Extension of Lease Agreement dated August 30, 2007 between C.E. Holman Limited
Partnership, and Dover Saddlery Retail, Inc.+++10.58(6)
    
    Waiver and Amendment to Bank of America Loan Agreement dated November 9, 2007**10.59
    
    Loan and Security Agreement dated December 11, 2007 between RBS Citizens Bank N.A and Dover Saddlery, Inc.**10.60
    
    Revolving Credit Note dated December 11, 2007 between RBS Citizens Bank N.A. and Dover Saddlery, Inc.**10.61
    
    Intercreditor, Subordination and Standby Agreement dated December 11, 2007 between RBS Citizens Bank N.A. and
Dover Saddlery, Inc.**10.62
    
    Mezzanine Loan Agreement dated December 11, 2007 between BCA Mezzanine Fund, L.P. and Dover Saddlery, Inc.**10.63
    
    Mezzanine Security Agreement dated December 11, 2007 between BCA Mezzanine Fund, L.P. and Dover Saddlery, Inc.#14.1(3)
    
    Code of Business Conduct and Ethics##21.1
    
    Subsidiaries of the Company*23.1
    
    Consent of Bingham McCutchen LLP (included in Exhibit 5.1)&23.2
    
    Consent of Ernst & Young LLP*23.3
    
    Consent of Preti Flaherty Beliveau Pachios & Haley PLLC (included in Exhibit 5.2)*24.1
    
    Power of Attorney^31.1
    
    Certification of Principal Executive Officer of Periodic Report Pursuant to Rule 13a-14(a) or Rule 15d-14(a)^31.2
    
    Certification of Principal Financial Officer of Periodic Report Pursuant to Rule 13a-14(a) or Rule 15d-14(a)^32.1
    
    Certification by Chief Executive Officer and Chief Financial Officer of Periodic Report Pursuant to 18 U.S.C.
Section 1350*99.1
    
    Consent of William F. Meagher, Jr.
 ^
    
    Filed herewith*
    
    Incorporated by reference herein to the exhibits to the Companys Registration Statement on Form S-1 (File No.
333-127888)&
    
    Filed with the Companys Annual Report on Form 10-K for the year ended December 31, 2007 on March 31, 2008**
    
    Filed with the Companys Form 8-K Current Report on December 14, 2007***
    
    Filed with the Companys Form 8-K Current Report on December 28, 2007+++
    
    Filed with the Companys Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2007 on November
13, 2007^^^
    
    Filed with the Companys Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2007 on August 14, 2007
 25




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##### Table of Contents



Number
    
    Description###
    
    Filed with the Companys Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2007 on May 15, 2007##
    
    Filed with the Companys Annual Report on Form 10-K for the year ended December 31, 2006 on April 2, 2007#
    
    Filed with the Companys Annual Report on Form 10-K for the year ended December 31, 2005 on March 30, 2006++
    
    Filed with the Companys Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2006, on May 15, 2006^^
    
    Filed with the Companys Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2006 , on August 14, 2006+
    
    Filed with the Companys Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2006, on November
13, 2006
    
    Indicates a management contract or compensatory plan or arrangement(1)
    
    Amends Employment Agreement filed with the Companys Registration Statement on Form S-1 on August 26, 2005 as Exhibit
10.30(2)
    
    Amends Employment Agreement filed with the Companys Registration Statement on Form S-1 on August 26, 2005 as Exhibit
10.31(3)
    
    Amends and restates Code of Conduct and Ethics filed with the Companys Registration Statement on Form S-1/A on
October 2, 2005 as Exhibit 14.1(4)
    
    Amends Amended and Restated Loan Agreement dated as of December 11, 2003, with Fleet National Bank, filed with the
Companys Registration Statement on Form S-1 on August 26, 2005 as Exhibit 10.18(5)
    
    Amends Amended and Restated Senior Subordinated Note and Warrant Purchase Agreement dated as of September 16, 2005,
with Patriot Capital Funding, Inc., filed with the Companys Registration Statement on Form S-1/A on October 5, 2005
as Exhibit 10.32.(6)
    
    Pertains to Amended and Restated Loan Agreement dated as of December 11, 2003, with Fleet National Bank, filed with
the Companys Registration Statement on Form S-1 on August 26, 2005 as Exhibit 10.16(7)
    
    Amends Lease dated as of May 29, 1997, by and between Dover Massachusetts and CE Holman LLP, filed with the Companys
Registration Statement on Form S-1 on August 26, 2005 as Exhibit 10.6(8)
    
    Pertains to Amended and Restated Senior Subordinated Note and Warrant Purchase Agreement dated as of September 16,
2005, with Patriot Capital Funding, Inc., filed with the Companys Registration Statement on Form S-1/A on October 5,
2005 as Exhibit 10.32.(9)
    
    Amends and renews Lease Agreement for Shopping Center Space between Sequel Investors Limited Partnership and Old
Dominion Enterprises, Inc. dated as of May 20, 1997, as filed on August 14, 2006 with the Companys Quarterly Report
on Form 10-Q for the fiscal quarter ended June 30, 2006 as Exhibit 10.42.
 26




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##### Table of Contents



SIGNATURES
  DOVER SADDLERY, INC.Dated: August 13, 2008
    By:
    /s/   Michael W. BrunsMichael W. Bruns, Chief Financial Officer(Principal Financial Officer) 27




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##### Table of Contents



Exhibit Index
 Number
    
    Description*1.1
    
    Form of Underwriting Agreement*3.1
    
    Amended and Restated Certificate of Incorporation of the Company*3.2
    
    Certificate of Amendment to Certificate of Incorporation of the Company*3.3
    
    Second Amended and Restated Certificate of Incorporation of the Company to be filed upon completion of this
offering*3.4
    
    By-laws of the Company*3.5
    
    Amended and Restated By-laws of the Company to be effective upon completion of this offering***3.6
    
    Amendment to By-Laws of the Company^ 3.7
    
    Amended and Restated By-Laws of the Company*4.1
    
    Shareholders Agreement, dated as of September 17, 1998, by and among the Company, Stephen L. Day, Jonathan
A.R. Grylls, David Post, Donald Motsenbocker, Thomas Gaines, David J. Powers, James F. Powers, and Michele R.
Powers*4.2
    
    First Amendment to Shareholders Agreement, dated as of August 29, 2003, by and among the Company, Stephen L.
Day, Jonathan A.R. Grylls, David Post, Thomas Gaines, David J. Powers, James F. Powers, and Michele R. Powers*4.3
    
    Second Amendment to Shareholders Agreement, dated as of August 25, 2005, by and among a majority in interest
of the Purchasers (as defined therein) and a majority in interest of the Sellers (as defined therein)*4.4
    
    Instrument of accession, dated as of September 16, 2005, signed by Citizens Ventures, Inc. and accepted by
the Company, to that certain Shareholders Agreement, dated as of September 17, 1998, by and among the Company
and the Shareholders referenced therein, as amended*4.5
    
    Form of Common Stock Certificate*4.6
    
    Warrant to purchase common stock of the Company issued to Patriot Capital Funding, Inc.*4.7
    
    Amended and Restated 11.50% Senior Secured Subordinated Note, dated September 16, 2005, issued jointly by the
Company, Dover Massachusetts and Smith Brothers, Inc. to Patriot Capital Funding, Inc.**4.8
    
    Mezzanine Promissory Note**4.9
    
    Specimen Common Stock Purchase Warrant**4.10
    
    Registration Rights Agreement*5.1
    
    Opinion of Bingham McCutchen LLP*5.2
    
    Opinion of Preti Flaherty Beliveau Pachios & Haley LLP*10.1
    
    1999 Stock Option Plan (the 1999 Plan)*10.2
    
    Form of Stock Option Agreement under the 1999 Plan*10.3
    
    2005 Equity Incentive Plan (the 2005 Plan)*10.4
    
    Form of Stock Option Agreement under the 2005 Plan*10.5
    
    Form of Restricted Stock Award Agreement under the 2005 Plan




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##### Table of Contents



Number
    
    Description*10.6
    
    Lease, dated as of May 29, 1997, by and between Dover Massachusetts and CE Holman, LLP*10.7
    
    Lease, dated as of October 12, 2001, by and between David F. Post and Dover Massachusetts*10.8
    
    Lease, dated as of March 1, 2003, by and between Smith Brothers, Inc. and JDS Properties, LLC*10.9
    
    Letter dated February 9, 2005 from the Company to JDS Properties, LLC regarding lease extension*10.10
    
    Lease, dated as of June 22, 2002, by and between Hockessin Square, L.L.C. and Dover Massachusetts*10.11
    
    Letter dated January 25, 2005 from the Company to Hockessin Square, L.L.C. regarding lease extension*10.12
    
    Lease, dated as of November 24, 2003, by and between North Conway Holdings, Inc. and Dover Massachusetts*10.13
    
    Stock Purchase Agreement, dated as of August 14, 1998, by and among the Company, James F. Powers, David J.
Powers and Michele R. Powers*10.14
    
    First Amendment to Stock Purchase Agreement, dated as of August 14, 1998, by and among the Company, James F.
Powers, David J. Powers and Michele R. Powers*10.15
    
    Amendment to Stock Purchase Agreement, dated as of September 17, 1998, by and among the Company, James F.
Powers, David J. Powers and Michele R. Powers*10.16
    
    Amended and Restated Loan Agreement, dated as of December 11, 2003, by and between Dover Massachusetts and
Fleet National Bank*10.17
    
    Amendment to Loan Agreement, dated as of December 11, 2003, by and between Dover Massachusetts and Fleet
National Bank*10.18
    
    Amended and Restated Security Agreement, dated as of December 11, 2003, by and between Dover Massachusetts
and Fleet National Bank*10.19
    
    Amended and Restated Pledge Agreement, dated as of December 11, 2003, by and between the Company and Fleet
National Bank*10.20
    
    Shareholder Pledge Agreement, dated as of September 17, 1998, by and among Stephen L. Day, Jonathan A.R.
Grylls, David J. Powers, James F. Powers, Michele R. Powers and BankBoston, N.A.*10.21
    
    Amended and Restated Revolving Credit Note, dated as of December 11, 2003, by Dover Massachusetts for the
benefit of Fleet National Bank*10.22
    
    Letter agreement, dated as of September 16, 2005, by and between Dover Massachusetts and Bank of America,
N.A. (successor by merger to Fleet National Bank)*10.23
    
    Security Agreement, dated as of December 11, 2003, by and between Smith Brothers, Inc. and Fleet National Bank*10.24
    
    Guaranty, dated as of December 11, 2003, by Smith Brothers, Inc. to Fleet National Bank*10.25
    
    Redemption Agreement, dated as of August 25, 2005, by and between the Company and Citizens Ventures, Inc.*10.26
    
    Letter agreement, dated as of September 14, 2005, by and between the Company and Citizens Ventures, Inc.,
amending that certain Redemption Agreement, dated as of August 26, 2005, by and between the Company and
Citizens Ventures, Inc.*10.27
    
    License Agreement, dated as of February 10, 2003, by and between Weatherbeeta PTY LTD and the Company*10.28
    
    Settlement Agreement, dated as of December 22, 2003, by and between Libertyville Saddle Shop, Inc. and the
Company*10.29
    
    Employment Agreement, dated as of September 1, 2005, by and between Stephen L. Day and the Company*10.30
    
    Employment Agreement, dated as of September 1, 2005, by and between Jonathan A.R. Grylls and the Company




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##### Table of Contents



Number
    
    Description*10.31
    
    Amended and Restated Subordination Agreement, dated as of September 16, 2005, by and among Bank of America,
N.A. (successor by merger to Fleet National Bank), Patriot Capital Funding, Inc. (successor in interest to
Wilton Funding, LLC) and Dover Massachusetts, acknowledged by the Company and Smith Brothers, Inc.*10.32
    
    Amended and Restated Senior Subordinated Note and Warrant Purchase Agreement, dated as of September 16, 2005,
by and among the Company, Dover Massachusetts, Smith Brothers, Inc., Patriot Capital Funding, Inc. and the
Purchasers referenced therein*10.33
    
    Amended and Restated Security Agreement, dated as of September 16, 2005, by and among the Company, Dover
Massachusetts, Smith Brothers, Inc. and Patriot Capital Funding, Inc.##10.34(1)
    
    Amendment No. 1 to the Employment Agreement dated as of September 1, 2005 with Stephen L. Day##10.35(2)
    
    Amendment No. 1 to the Employment Agreement dated as of September 1, 2005 with Jonathan A.R. Grylls##10.36(4)
    
    Second Amendment dated as of March 28, 2006 to Amended and Restated Loan Agreement with Bank of America##10.37(5)
    
    Amendment No. 1 dated as of March 28, 2006 to Amended and Restated Senior Subordinated Note and Warrant
Purchase Agreement with Patriot Capital Funding, Inc.++10.38
    
    Agreement of Lease dated March 29, 2006 by and between the Company and Sparks Lot Seven, LLC^^10.39
    
    Commercial Lease executed as of March 9, 2001 between Marvid Crabyl, LLC and Dover Saddlery, Inc., as amended
and extended^^10.40
    
    Stock Purchase Agreement dated as of May 19, 2006 among Dover Saddlery, Inc., Dover Saddlery Retain, Inc.,
Old Dominion Enterprises, Inc. and Reynolds Young, as amended^^10.41
    
    Lease made as of June 2006 between Humphrey and Rodgers and Dover Saddlery Retail, Inc.^^10.42
    
    Agreement of Lease for Shopping Center Space between Sequel Investors Limited Partnership and Old Dominion
Enterprises, Inc. Dated as of May 20, 1997^^10.43
    
    LBs of Virginia Building Lease Agreement dated November 1, 2000, as amended.^^10.44
    
    Lease agreement made July 10, 2006 between Hopkins Roads Associates and Dover Saddlery Retail, Inc.^^10.45(5)
    
    Consent and Amendment No. 2, dated June 29, 2006, to Amended and Restated Senior Subordinated Note and
Warrant Purchase Agreement with Patriot Capital Funding, Inc.^^10.46(6)
    
    Waiver letter dated as of June 27, 2006 between Bank of America, N.A. and Dover Saddlery, Inc.+10.47(7)
    
    First Amendment and Extension to Lease Agreement dated September 2006 between C.E. Holman Limited Partnership
and Dover Saddlery, Inc.#10.48(4)
    
    Third Amendment dated as of March 29, 2007 to Amended and Restated Loan Agreement dated as of December 11,
2003, with Bank of America#10.49(5)
    
    Waiver and Amendment No. 3 dated March 30, 2007 to the Amended and Restated Senior Subordinated Note and
Warrant Purchase Agreement with Patriot Capital Funding, Inc.###10.50(6)
    
    Waiver by Bank of America dated May 14, 2007###10.51(8)
    
    Waiver and Consent by Patriot Capital Funding, Inc. dated May 15, 2007^^^10.52(6)
    
    Waiver by Bank of America dated August 9, 2007^^^10.53(8)
    
    Waiver and Consent by Patriot Capital Funding, Inc. dated August 10, 2007^^^10.54(9)
    
    Renewal of Lease for Shopping Center Space executed August 3, 2007 between Sequel Investors Limited
Partnership and Old Dominion Enterprises, Inc.




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##### Table of Contents



Number
    
    Description^^^10.55
    
    Shopping Center Lease Agreement dated May 30, 2007 between Pavillion North, Ltd., and Dover Saddlery Retail,
Inc.^^^10.56
    
    First Amendment dated June 25, 2007 to Shopping Center Lease Agreement between Pavillion North, Ltd. and
Dover Saddlery Retail, Inc. which amends Exhibit 10.55 filed herewith+++10.57(7)
    
    Second Amendment and Extension of Lease Agreement dated August 30, 2007 between C.E. Holman Limited
Partnership, and Dover Saddlery Retail, Inc.+++10.58(6)
    
    Waiver and Amendment to Bank of America Loan Agreement dated November 9, 2007**10.59
    
    Loan and Security Agreement dated December 11, 2007 between RBS Citizens Bank N.A and Dover Saddlery, Inc.**10.60
    
    Revolving Credit Note dated December 11, 2007 between RBS Citizens Bank N.A. and Dover Saddlery, Inc.**10.61
    
    Intercreditor, Subordination and Standby Agreement dated December 11, 2007 between RBS Citizens Bank N.A. and
Dover Saddlery, Inc.**10.62
    
    Mezzanine Loan Agreement dated December 11, 2007 between BCA Mezzanine Fund, L.P. and Dover Saddlery, Inc.**10.63
    
    Mezzanine Security Agreement dated December 11, 2007 between BCA Mezzanine Fund, L.P. and Dover Saddlery, Inc.#14.1(3)
    
    Code of Business Conduct and Ethics##21.1
    
    Subsidiaries of the Company*23.1
    
    Consent of Bingham McCutchen LLP (included in Exhibit 5.1)&23.2
    
    Consent of Ernst & Young LLP*23.3
    
    Consent of Preti Flaherty Beliveau Pachios & Haley PLLC (included in Exhibit 5.2)*24.1
    
    Power of Attorney^31.1
    
    Certification of Principal Executive Officer of Periodic Report Pursuant to Rule 13a-14(a) or Rule 15d-14(a)^31.2
    
    Certification of Principal Financial Officer of Periodic Report Pursuant to Rule 13a-14(a) or Rule 15d-14(a)^32.1
    
    Certification by Chief Executive Officer and Chief Financial Officer of Periodic Report Pursuant to 18 U.S.C.
Section 1350*99.1
    
    Consent of William F. Meagher, Jr.
 ^
    
    Filed herewith*
    
    Incorporated by reference herein to the exhibits to the Companys Registration Statement on Form S-1 (File No.
333-127888)&
    
    Filed with the Companys Annual Report on Form 10-K for the year ended December 31, 2007 on March 31, 2008**
    
    Filed with the Companys Form 8-K Current Report on December 14, 2007***
    
    Filed with the Companys Form 8-K Current Report on December 28, 2007+++
    
    Filed with the Companys Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2007 on November
13, 2007^^^
    
    Filed with the Companys Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2007 on August 14, 2007###
    
    Filed with the Companys Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2007 on May 15, 2007




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##### Table of Contents



Number
    
    Description##
    
    Filed with the Companys Annual Report on Form 10-K for the year ended December 31, 2006 on April 2, 2007#
    
    Filed with the Companys Annual Report on Form 10-K for the year ended December 31, 2005 on March 30, 2006++
    
    Filed with the Companys Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2006, on May 15, 2006^^
    
    Filed with the Companys Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2006 , on August 14, 2006+
    
    Filed with the Companys Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2006, on November
13, 2006
    
    Indicates a management contract or compensatory plan or arrangement(1)
    
    Amends Employment Agreement filed with the Companys Registration Statement on Form S-1 on August 26, 2005 as Exhibit
10.30(2)
    
    Amends Employment Agreement filed with the Companys Registration Statement on Form S-1 on August 26, 2005 as Exhibit
10.31(3)
    
    Amends and restates Code of Conduct and Ethics filed with the Companys Registration Statement on Form S-1/A on
October 2, 2005 as Exhibit 14.1(4)
    
    Amends Amended and Restated Loan Agreement dated as of December 11, 2003, with Fleet National Bank, filed with the
Companys Registration Statement on Form S-1 on August 26, 2005 as Exhibit 10.18(5)
    
    Amends Amended and Restated Senior Subordinated Note and Warrant Purchase Agreement dated as of September 16, 2005,
with Patriot Capital Funding, Inc., filed with the Companys Registration Statement on Form S-1/A on October 5, 2005
as Exhibit 10.32.(6)
    
    Pertains to Amended and Restated Loan Agreement dated as of December 11, 2003, with Fleet National Bank, filed with
the Companys Registration Statement on Form S-1 on August 26, 2005 as Exhibit 10.16(7)
    
    Amends Lease dated as of May 29, 1997, by and between Dover Massachusetts and CE Holman LLP, filed with the Companys
Registration Statement on Form S-1 on August 26, 2005 as Exhibit 10.6(8)
    
    Pertains to Amended and Restated Senior Subordinated Note and Warrant Purchase Agreement dated as of September 16,
2005, with Patriot Capital Funding, Inc., filed with the Companys Registration Statement on Form S-1/A on October 5,
2005 as Exhibit 10.32.(9)
    
    Amends and Renews Lease Agreement for Shopping Center Space between Sequel Investors Limited Partnership and Old
Dominion Enterprises, Inc. dated May 20, 1997, as filed on August 14, 2006 with the Companys Quarterly Report on
Form 10-Q for the fiscal quarter ended June 30, 2006 as Exhibit 10.42.