##### 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 September 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 
incorporation or organization)
    
    (I.R.S. Employer Identification No.)
 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
    
    Smaller reporting company þ(Do not check if smaller reporting company)
  o þ




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##### 



DOVER SADDLERY, INC. AND SUBSIDIARIES
 INDEX TO QUARTERLY REPORT ON FORM 10-Q
 FOR THE QUARTER ENDED SEPTEMBER 30, 2008
 PART I.
    
    FINANCIAL INFORMATION
    
    
    3Item 1.
    
    Condensed Consolidated Financial Statements  (unaudited)
    
    
    3Consolidated Balance Sheets -- September 30, 2008 and December 31, 2007
    
    
    3Consolidated Statements of Operations -- three and nine months ended September 30, 2008 and 2007
    
    
    4Consolidated Statements of Cash Flows -- nine months ended September 30, 2008 and 2007
    
    
    5Notes to Condensed Consolidated Financial Statements
    
    
    6Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    11Item 3.
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    
    17Item 4.
    
    Controls and Procedures
    
    
    18Item 4T.
    
    Controls and Procedures
    
    
    18PART II.
    
    OTHER INFORMATION
    
    
    18Item 1.
    
    Legal Proceedings
    
    
    18Item 1A.
    
    Risk Factors
    
    
    18Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    21Item 3.
    
    Defaults Upon Senior Securities
    
    
    21Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    21Item 5.
    
    Other Information
    
    
    21Item 6.
    
    Exhibits
    
    
    22SIGNATURES
    
    
    
    
    27EXHIBIT INDEX
    
    
    28Ex-31.1 Certification of Principal Executive OfficerEx-31.2 Certification of Principal Financial OfficerEx-32.1 Certification of Chief Executive Officer and Chief Financial Officer




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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 and per share data)
 (Unaudited)
 September 30,
    
    
    December 31,2008
    
    
    2007ASSETSCurrent assets:Cash and cash equivalents
    
    $
    368
    
    
    $
    309Accounts receivable
    
    
    706
    
    
    
    1,169Inventory
    
    
    17,739
    
    
    
    16,769Prepaid catalog costs
    
    
    1,755
    
    
    
    1,427Prepaid expenses and other current assets
    
    
    1,453
    
    
    
    952Deferred income taxes
    
    
    82
    
    
    
    72Total current assets
    
    
    22,103
    
    
    
    20,698Net property and equipment
    
    
    3,565
    
    
    
    3,153Other assets:Goodwill
    
    
    14,267
    
    
    
    14,267Deferred income taxes
    
    
    463
    
    
    
    472Intangibles and other assets, net
    
    
    1,104
    
    
    
    741Total other assets
    
    
    15,834
    
    
    
    15,480Total assets
    
    $
    41,502
    
    
    $
    39,331LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Current portion of capital lease obligation and outstanding checks
    
    $
    629
    
    
    $
    618Accounts payable
    
    
    3,309
    
    
    
    3,314Accrued expenses and other current liabilities
    
    
    2,660
    
    
    
    3,713Income taxes payable
    
    
    
    
    
    
    568Total current liabilities
    
    
    6,598
    
    
    
    8,213Long-term liabilities:Revolving line of credit
    
    
    9,400
    
    
    
    6,300Subordinated notes payable, net
    
    
    4,854
    
    
    
    4,738Capital lease obligation, net of current portion
    
    
    161
    
    
    
    150Total long-term liabilities
    
    
    14,415
    
    
    
    11,188Stockholders equity:Common Stock, par value $0.0001 per share; 15,000,000 shares
authorized; issued 5,187,038 as of September 30, 2008 and
5,105,318 as of December 31, 2007
    
    
    1
    
    
    
    1Additional paid in capital
    
    
    44,756
    
    
    
    44,262Treasury stock, 795,865 shares at cost
    
    
    (6,082
    )
    
    
    (6,082
    )Accumulated deficit
    
    
    (18,186
    )
    
    
    (18,251
    )Total stockholders equity
    
    
    20,489
    
    
    
    19,930Total liabilities and stockholders equity
    
    $
    41,502
    
    
    $
    39,331
  3




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##### Table of Contents



DOVER SADDLERY, INC. AND SUBSIDIARIES
 
 Condensed Consolidated Statements of Operations
 (In thousands, except share and per share data)
 (Unaudited)
 Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,
    
    
    September 30,
    
    
    September 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Revenues, net
    
    $
    19,022
    
    
    $
    19,911
    
    
    $
    56,617
    
    
    $
    58,468Cost of revenues
    
    
    12,031
    
    
    
    12,541
    
    
    
    36,296
    
    
    
    36,854Gross profit
    
    
    6,991
    
    
    
    7,370
    
    
    
    20,321
    
    
    
    21,614Selling, general and administrative expenses
    
    
    6,326
    
    
    
    6,220
    
    
    
    19,196
    
    
    
    19,906Litigation settlement expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    700Income from operations
    
    
    665
    
    
    
    1,150
    
    
    
    1,125
    
    
    
    1,008Interest expense, financing and other related costs, net
    
    
    317
    
    
    
    445
    
    
    
    966
    
    
    
    1,158Other loss
    
    
    (20
    )
    
    
    
    
    
    
    (18
    )
    
    
    Income (loss) before income tax provision (benefit)
    
    
    328
    
    
    
    705
    
    
    
    141
    
    
    
    (150
    )Provision (benefit) for income taxes
    
    
    154
    
    
    
    261
    
    
    
    76
    
    
    
    (56
    )Net income (loss)
    
    $
    174
    
    
    $
    444
    
    
    $
    65
    
    
    $
    (94
    )Net income (loss) per shareBasic
    
    $
    0.03
    
    
    $
    0.09
    
    
    $
    0.01
    
    
    $
    (0.02
    )Diluted
    
    $
    0.03
    
    
    $
    0.08
    
    
    $
    0.01
    
    
    $
    (0.02
    )Number of shares used in per share calculationBasic
    
    
    5,187,000
    
    
    
    5,089,000
    
    
    
    5,157,000
    
    
    
    5,079,000Diluted
    
    
    5,274,000
    
    
    
    5,367,000
    
    
    
    5,266,000
    
    
    
    5,079,000
  4




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DOVER SADDLERY, INC. AND SUBSIDIARIES
 
 Condensed Consolidated Statement of Cash Flows
 (In thousands)
 (Unaudited)
 Nine Months EndedSeptember 30,
    
    
    September 30,2008
    
    
    2007Operating activities:Net income (loss)
    
    $
    65
    
    
    $
    (94
    )Adjustments to reconcile net income (loss) to net cash used in
operating activitiesDepreciation and amortization
    
    
    598
    
    
    
    584Deferred income taxes
    
    
    
    
    
    
    (244
    )Loss from investment in affiliate (Note H)
    
    
    18
    
    
    
    Stock-based compensation
    
    
    115
    
    
    
    77Non-cash interest expense
    
    
    194
    
    
    
    107Changes in current assets and liabilities:Accounts receivable
    
    
    463
    
    
    
    (318
    )Inventory
    
    
    (970
    )
    
    
    (3,957
    )Prepaid catalog costs and other current assets
    
    
    (831
    )
    
    
    (480
    )Accounts payable
    
    
    (5
    )
    
    
    (22
    )Accrued expenses, other current liabilities and income taxes payable
    
    
    (1,621
    )
    
    
    (174
    )Net cash used in operating activities
    
    
    (1,974
    )
    
    
    (4,521
    )Investing activities:Purchases of property and equipment
    
    
    (887
    )
    
    
    (795
    )Investment in affiliate (Note H)
    
    
    (33
    )
    
    
    Change in other assets
    
    
    (68
    )
    
    
    (38
    )Net cash used in investing activities
    
    
    (988
    )
    
    
    (833
    )Financing activities:Borrowings under revolving line of credit
    
    
    3,100
    
    
    
    6,700Change in outstanding checks
    
    
    31
    
    
    
    (1,125
    )Payments of commitment and financing fees
    
    
    
    
    
    
    (45
    )Payments on capital leases
    
    
    (110
    )
    
    
    (110
    )Net cash provided by financing activities
    
    
    3,021
    
    
    
    5,420Net increase in cash and cash equivalents
    
    
    59
    
    
    
    66Cash and cash equivalents at beginning of period
    
    
    309
    
    
    
    101Cash and cash equivalents at end of period
    
    $
    368
    
    
    $
    167Supplemental disclosure of cash flow informationCash paid during the period for:Interest
    
    $
    773
    
    
    $
    1,036Income taxes
    
    $
    1,136
    
    
    $
    653Supplemental disclosure of non-cash financing activitiesIssuance of common stock in connection with investment in affiliate (Note H)
    
    $
    380
    
    
    $
    Equipment acquired under capital leases
    
    $
    100
    
    
    $
    132
  5




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DOVER SADDLERY, INC. AND SUBSIDIARIES
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 A. Nature of Business and Basis of Preparation
      Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,
    
    
    September 30,
    
    
    September 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Revenues,
net  direct
    
    $
    13,077
    
    
    $
    14,318
    
    
    $
    40,661
    
    
    $
    44,279Revenues,
net  retail stores
    
    
    5,945
    
    
    
    5,593
    
    
    
    15,956
    
    
    
    14,189Revenues,
net  total
    
    $
    19,022
    
    
    $
    19,911
    
    
    $
    56,617
    
    
    $
    58,468
   B. Accounting for Stock-Based Compensation
    6




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C. Inventory
  D. Advertising
 Reporting on
Advertising Costs.
 E. Comprehensive Income (Loss)
 Reporting Comprehensive Income
 F. Net Income (Loss) Per Share
  Three Months Ended
    
    Nine Months EndedSeptember 30,
    
    September 30,
    
    September 30,
    
    September 30,2008
    
    2007
    
    2008
    
    2007Basic weighted average common shares outstanding
    
    
    5,187
    
    
    
    5,089
    
    
    
    5,157
    
    
    
    5,079Add: Dilutive effect of assumed stock option and
warrant exercises less potential incremental
shares purchased under the treasury method
    
    
    87
    
    
    
    278
    
    
    
    109
    
    
    
    Diluted weighted average common shares outstanding
    
    
    5,274
    
    
    
    5,367
    
    
    
    5,266
    
    
    
    5,079
 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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I. Income Taxes
 FIN 48, Accounting for Uncertainty in Income
Taxesan interpretation of FASB Statement No. 109
   J. Related Party Transactions
    9




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K. Commitments and Contingencies
 Lease Commitments
  Accounting for Leases.
 Contingencies
    Recent Accounting Pronouncements
 Fair Value Measurements
   10




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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-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
    11




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Results of Operations
  Three Months Ended
    
    Nine Months EndedSeptember 30,
    
    September 30,
    
    September 30,
    
    September 30,2008
    
    2007
    
    2008
    
    2007Revenues, net
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Cost of revenues
    
    
    63.2
    
    
    
    63.0
    
    
    
    64.1
    
    
    
    63.0Gross profit
    
    
    36.8
    
    
    
    37.0
    
    
    
    35.9
    
    
    
    37.0Selling, general and administrative expenses
    
    
    33.3
    
    
    
    31.2
    
    
    
    33.9
    
    
    
    34.0Litigation settlement expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1.2Income from operations
    
    
    3.5
    
    
    
    5.8
    
    
    
    2.0
    
    
    
    1.7Interest expense, financing and other related costs, net
    
    
    1.7
    
    
    
    2.2
    
    
    
    1.7
    
    
    
    2.0Other loss
    
    
    (0.1
    )
    
    
    
    
    
    
    (0.1
    )
    
    
    Income (loss) before income tax provision (benefit)
    
    
    1.7
    
    
    
    3.5
    
    
    
    0.2
    
    
    
    (0.3
    )Provision (benefit) for income taxes
    
    
    0.8
    
    
    
    1.3
    
    
    
    0.1
    
    
    
    (0.1
    )Net income (loss)
    
    
    0.9
    
    
    
    2.2
    
    
    
    0.1
    
    
    
    (0.2
    )
 
 (1)
    
    Certain of these amounts may not properly sum due to rounding  Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,
    
    
    September 30,
    
    
    September 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Revenues, net  direct
    
    $
    13,077
    
    
    $
    14,318
    
    
    $
    40,661
    
    
    $
    44,279Revenues, net  retail stores
    
    
    5,945
    
    
    
    5,593
    
    
    
    15,956
    
    
    
    14,189Revenues, net  total
    
    $
    19,022
    
    
    $
    19,911
    
    
    $
    56,617
    
    
    $
    58,468Other operating data:Number of retail stores (1)
    
    
    11
    
    
    
    10
    
    
    
    11
    
    
    
    10Capital expenditures
    
    
    390
    
    
    
    126
    
    
    
    887
    
    
    
    795Gross profit margin
    
    
    36.8
    %
    
    
    37.0
    %
    
    
    35.9
    %
    
    
    37.0
    %Adjusted EBITDA(2)
    
    
    895
    
    
    
    1,413
    
    
    
    1,837
    
    
    
    1,669Adjusted EBITDA margin(2)
    
    
    4.7
    %
    
    
    7.1
    %
    
    
    3.2
    %
    
    
    2.9
    %
 
 (1)
    
    Includes ten Dover-branded stores and one Smith Brothers store; the September 30, 2008
store count includes the Branchburg, NJ Dover-branded store opened in Q2 2008 and the
Dallas, TX Dover-branded store opened in Q3 2007.(2)
    
    When we use the term Adjusted EBITDA, we are referring to net income minus interest
income and other income plus interest expense, income taxes, non-cash stock-based
compensation, depreciation, amortization and other loss. 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. 12




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
    
    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.
  Three Months Ended
    
    
    Nine Months EndedSeptember 30, 2008
    
    

September 30, 2007
    
    

September 30, 2008
    
    

September 30, 2007Net income (loss)
    
    $
    174
    
    
    $
    444
    
    
    $
    65
    
    
    $
    (94
    )Depreciation
    
    
    190
    
    
    
    214
    
    
    
    575
    
    
    
    525Amortization of intangible assets
    
    
    2
    
    
    
    23
    
    
    
    22
    
    
    
    59Stock-based compensation
    
    
    38
    
    
    
    26
    
    
    
    115
    
    
    
    77Interest expense, financing and other related costs, net
    
    
    317
    
    
    
    445
    
    
    
    966
    
    
    
    1,158Other loss
    
    
    20
    
    
    
    
    
    
    
    18
    
    
    
    Provision (benefit) for income taxes
    
    
    154
    
    
    
    261
    
    
    
    76
    
    
    
    (56
    )Adjusted EBITDA
    
    $
    895
    
    
    $
    1,413
    
    
    $
    1,837
    
    
    $
    1,669
 Three Months Ended September 30, 2008 Compared to the Three Months Ended September 30, 2007
 Revenues
  Gross Profit
  13




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Selling, General and Administrative
  Interest Expense
  Income Tax Provision
  Net Income
  Nine Months Ended September 30, 2008 Compared to the Nine Months Ended September 30, 2007
 Revenues
  Gross Profit
  Selling, General and Administrative
  14




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Interest Expense
  Income Tax Provision (Benefit)
  Net Income (Loss)
  Seasonality and Quarterly Fluctuations
  Liquidity and Capital Resources
  Operating Activities
  15




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Investing Activities
  Financing Activities
  Revolving Credit Facility
  Senior Subordinated Note and Warrants
   Working Capital and Capital Expenditure Needs
  16




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Critical Accounting Policies and Estimates
  
 Item 3. Quantitative and Qualitative Disclosures about Market Risk.
   Foreign Currency Risk
  Interest Rate Sensitivity
   17




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Item 4. Controls and Procedures.
  
 Item 4T. Controls and Procedures.
    
 PART II. OTHER INFORMATION
 
 Item 1. Legal Proceedings.
   
 Item 1A. Risk Factors.
   18




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Our market is highly competitive and we may not continue to compete successfully.
  Continuation of current adverse global financial and economic conditions may result in impairment
of our goodwill
  If we do not successfully execute our planned retail store expansion, our growth and profitability
would be adversely impacted.
   
    
    Fluctuations in demand in the retail economy, including changes in consumer behavior
implicated by adverse conditions in global financial and credit markets;
    
    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;
 19




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##### Table of Contents




    
    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.
   Our stock price may fluctuate based on market expectations and investment interest.
  20




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Technology failures and privacy and security breaches could adversely affect the companys
business.
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
  
 Item 3. Defaults Upon Senior Securities.
  
 Item 4. Submission of Matters to a Vote of Security Holders.
  
 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




---



##### 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 Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2008 on August 13, 2008&
    
    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 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 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##
    
    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: November 14, 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
 28




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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
 29




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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.
 30




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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 Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2008 on August 13, 2008&
    
    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 31




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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 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. 32