##### 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, 2007
 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
  o o 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, 2007
 PART I.
    FINANCIAL INFORMATIONItem 1.
    Condensed Consolidated Financial Statements (Un-audited)Un-audited Consolidated Balance Sheets 
June 30, 2007 and December 31, 2006Un-audited Consolidated Statements of Operations 
three months ended June 30, 2007 and 2006 and the six months ended June 30, 2007 and 2006Un-audited Consolidated Statements of Cash Flows 
six months ended June 30, 2007 and 2006Notes to Condensed Consolidated Financial StatementsItem 2.
    Managements Discussion and Analysis of Financial Condition and Results of OperationsItem 3.
    Quantitative and Qualitative Disclosures about Market RiskItem 4.
    Controls and ProceduresPART II.
    OTHER INFORMATIONItem 1.
    Legal ProceedingsItem 1A.
    Risk FactorsItem 2.
    Use of Proceeds from Registered SecuritiesItem 3.
    Defaults Upon Senior SecuritiesItem 4.
    Submission of Matters to a Vote of Security HoldersItem 5.
    Other InformationItem 6.
    ExhibitsSIGNATURESEX-10.52(6) Waiver by Bank of America dated August 9, 2007EX-10.53(8) Waiver and Consent by Patriot Capital Funding, Inc. dated August 10, 2007EX-10.54(9) Renewal of Lease for Shopping Center Space executed August 3, 2007EX-10.55 Shopping Center Lease Agreement dated May 30, 2007EX-10.56 First Amendment dated June 25, 2007 to Shopping Center Lease AgreementEX-31.1 Certification of Principal Executive Officer Section 302EX-31.2 Certification of Principal Financial Officer Section 302EX-32.1 Certification by Chief Executive Officer and Chief Financial Officer Section 906




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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 31,2007
    
    
    2006(Un-audited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    113
    
    
    $
    101Accounts receivable
    
    
    751
    
    
    
    795Inventory
    
    
    18,455
    
    
    
    14,811Prepaid catalog costs
    
    
    1,869
    
    
    
    2,133Prepaid expenses and other current assets
    
    
    1,455
    
    
    
    988Total current assets
    
    
    22,643
    
    
    
    18,828Net capital assets
    
    
    3,190
    
    
    
    2,832Other assets:Deferred income taxes
    
    
    460
    
    
    
    297Other assets, net
    
    
    620
    
    
    
    642Goodwill
    
    
    14,267
    
    
    
    14,267Total other assets
    
    
    15,347
    
    
    
    15,206Total assets
    
    $
    41,180
    
    
    $
    36,866LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Current portion of long-term debt and short-term bank borrowings
    
    $
    2,306
    
    
    $
    1,768Accounts payable
    
    
    2,933
    
    
    
    3,508Accrued expenses and other current liabilities
    
    
    3,630
    
    
    
    3,355Income tax payable
    
    
    
    
    
    
    282Deferred income taxes
    
    
    
    
    
    
    206Total current liabilities
    
    
    8,869
    
    
    
    9,119Long-term liabilities:Revolving line of credit, net of current portion
    
    
    11,000
    
    
    
    5,900Subordinated notes payable
    
    
    3,000
    
    
    
    3,000Capital lease obligation, net of current portion
    
    
    68
    
    
    
    117Total long-term liabilities
    
    
    14,068
    
    
    
    9,017Stockholders equityCommon Stock,
par value $0.0001 per share; 15,000,000 shares
authorized; issued 5,074,344 as of June 30, 2007 and December
31, 2006
    
    
    1
    
    
    
    1Additional paid in capital
    
    
    43,939
    
    
    
    43,887Treasury stock, 795,865 shares at cost
    
    
    (6,082
    )
    
    
    (6,082
    )Accumulated deficit
    
    
    (19,615
    )
    
    
    (19,076
    )Total stockholders equity
    
    
    18,243
    
    
    
    18,730Total liabilities and stockholders equity
    
    $
    41,180
    
    
    $
    36,866




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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 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Revenues, net
    
    $
    19,998
    
    
    $
    17,781
    
    
    $
    38,557
    
    
    $
    34,814Cost of revenues
    
    
    12,441
    
    
    
    11,297
    
    
    
    24,313
    
    
    
    22,356Gross profit
    
    
    7,557
    
    
    
    6,484
    
    
    
    14,244
    
    
    
    12,458Selling, general and administrative expenses
    
    
    6,561
    
    
    
    5,501
    
    
    
    13,686
    
    
    
    10,934Litigation settlement expense
    
    
    
    
    
    
    
    
    
    
    700
    
    
    
    Income (loss) from operations
    
    
    996
    
    
    
    983
    
    
    
    (142
    )
    
    
    1,524Interest expense, financing and other related costs, net
    
    
    399
    
    
    
    223
    
    
    
    713
    
    
    
    432Income (loss) before provision for income taxes
    
    
    597
    
    
    
    760
    
    
    
    (855
    )
    
    
    1,092Provision (benefit) for income taxes
    
    
    221
    
    
    
    312
    
    
    
    (316
    )
    
    
    449Net income (loss)
    
    $
    376
    
    
    $
    448
    
    
    $
    (539
    )
    
    $
    643Net income (loss) per shareBasic
    
    $
    0.07
    
    
    $
    0.09
    
    
    $
    (0.11
    )
    
    $
    0.13Diluted
    
    $
    0.07
    
    
    $
    0.09
    
    
    $
    (0.11
    )
    
    $
    0.12Number of shares used in per share calculationBasic
    
    
    5,074,000
    
    
    
    5,074,000
    
    
    
    5,074,000
    
    
    
    5,074,000Diluted
    
    
    5,239,000
    
    
    
    5,192,000
    
    
    
    5,074,000
    
    
    
    5,203,000




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DOVER SADDLERY, INC. AND SUBSIDIARIES
 
 Condensed Consolidated Statement of Cash Flows
 (In thousands)
 (Un-audited)
 Six Months EndedJune 30,
    
    
    June 30,2007
    
    

2006Operating activities:Net income (loss)
    
    $
    (539
    )
    
    $
    643Adjustments to reconcile net income (loss) to net cash used in operating activitiesDepreciation and amortization
    
    
    346
    
    
    
    297Deferred income taxes
    
    
    (369
    )
    
    
    (15
    )Stock-based compensation
    
    
    51
    
    
    
    Non-cash interest expense and amortization of deferred finance fees
    
    
    65
    
    
    
    Changes in current assets and liabilities:Accounts receivable
    
    
    44
    
    
    
    (386
    )Inventory
    
    
    (3,644
    )
    
    
    (896
    )Prepaid catalog costs and other expenses
    
    
    (202
    )
    
    
    (719
    )Accounts payable & short-term borrowings
    
    
    (1,037
    )
    
    
    856Accrued expenses and other current liabilities
    
    
    (7
    )
    
    
    (873
    )Net cash used in operating activities
    
    
    (5,292
    )
    
    
    (1,093
    )Investing activities:Acquisition of Dominion
    
    
    
    
    
    
    (1,522
    )Purchases of property and equipment
    
    
    (669
    )
    
    
    (187
    )Change in other assets
    
    
    (43
    )
    
    
    (73
    )Net cash used in investing activities
    
    
    (712
    )
    
    
    (1,782
    )Financing activities:Borrowings under revolving line of credit
    
    
    6,100
    
    
    
    250Payments of commitment and financing fees
    
    
    (35
    )
    
    
    (24
    )Payments on capital leases
    
    
    (49
    )
    
    
    (90
    )Net cash provided by financing activities
    
    
    6,016
    
    
    
    136Net increase (decrease) in cash and cash equivalents
    
    
    12
    
    
    
    (2,739
    )Cash and cash equivalents at beginning of period
    
    
    101
    
    
    
    2,887Cash and cash equivalents at end of period
    
    $
    113
    
    
    $
    148Supplemental disclosure of cash flow informationCash paid during the period for:Interest
    
    $
    630
    
    
    $
    368Income taxes
    
    $
    572
    
    
    $
    66




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




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D. Advertising
 Reporting on
Advertising Costs.
 E. Comprehensive Income
 Reporting Comprehensive Income
 F. Net Income (Loss) Per Share
  Three Months Ended
    
    Six Months EndedJune 30,
    
    June 30,
    
    June 30,
    
    June 30,2007
    
    2006
    
    2007
    
    2006Basic weighted average common shares outstanding
    
    
    5,074
    
    
    
    5,074
    
    
    
    5,074
    
    
    
    5,074Add: Dilutive effect of convertible preferred stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dilutive effect of assumed stock option and
warrant exercises less potential incremental shares
purchased under the treasury method
    
    
    165
    
    
    
    118
    
    
    
    
    
    
    
    129Diluted weighted average common shares outstanding
    
    
    5,239
    
    
    
    5,192
    
    
    
    5,074
    
    
    
    5,203
 G. Financing Agreements
 Revolving Credit Facility




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Subordinated Notes Payable
    H. Income Taxes
     I. Related Party Transactions




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J. Commitments and Contingencies
 Lease Commitments
  , Accounting for Leases
 Contingencies
   K. Recent Accounting Pronouncements
 The Fair Value Option for Financial Assets and
Financial Liabilities  Including an Amendment of FASB Statement No. 115
 Fair Value Measurements (SFAS 157)
 
 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




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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, 2006 (fiscal 2006) 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




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Results of Operations
  Three Months Ended
    
    Six Months EndedJune 30,
    
    June 30,
    
    June 30,
    
    June 30,2007
    
    2006
    
    2007
    
    2006Revenues, net
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Cost of revenues
    
    
    62.2
    
    
    
    63.5
    
    
    
    63.1
    
    
    
    64.2Gross profit
    
    
    37.8
    
    
    
    36.5
    
    
    
    36.9
    
    
    
    35.8Selling, general and administrative expenses
    
    
    32.8
    
    
    
    30.9
    
    
    
    35.5
    
    
    
    31.4Litigation settlement expense
    
    
    
    
    
    
    
    
    
    
    1.8
    
    
    
    Income (loss) from operations
    
    
    5.0
    
    
    
    5.6
    
    
    
    (0.4
    )
    
    
    4.4Interest expense, financing and other related costs, net
    
    
    2.0
    
    
    
    1.3
    
    
    
    1.8
    
    
    
    1.2Income (loss) before provision for income taxes
    
    
    3.0
    
    
    
    4.3
    
    
    
    (2.2
    )
    
    
    3.1Provision (benefit) for income taxes
    
    
    1.1
    
    
    
    1.8
    
    
    
    (0.8
    )
    
    
    1.3Net income (loss)
    
    
    1.9
    %
    
    
    2.5
    %
    
    
    (1.4
    )%
    
    
    1.8
    %
  Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,
    
    
    June 30,
    
    
    June 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Revenues, net  direct
    
    $
    15,086
    
    
    $
    14,893
    
    
    $
    29,960
    
    
    $
    29,856Revenues, net  retail stores
    
    
    4,912
    
    
    
    2,888
    
    
    
    8,597
    
    
    
    4,958Revenues, net  total
    
    $
    19,998
    
    
    $
    17,781
    
    
    $
    38,557
    
    
    $
    34,814Other operating data:Number of retail stores (1)
    
    
    9
    
    
    
    4
    
    
    
    9
    
    
    
    4Capital expenditures
    
    
    251
    
    
    
    118
    
    
    
    669
    
    
    
    187Gross profit margin
    
    
    37.8
    %
    
    
    36.5
    %
    
    
    36.9
    %
    
    
    35.8
    %EBITDA(2)
    
    
    1,190
    
    
    
    1,130
    
    
    
    256
    
    
    
    1,821EBITDA margin(2)
    
    
    6.0
    %
    
    
    6.4
    %
    
    
    0.6
    %
    
    
    5.2
    %
 
 (1)
    
    Includes the new Dover stores in Chantilly, VA, and Lexington, VA opened in Q1 2007, and
the Charlottesville, VA store opened in Q2 2007.(2)
    
    When we use the term EBITDA, we are referring to net income minus interest income plus
interest expense, income taxes, non-cash stock-based compensation, depreciation and
amortization. We present 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.  
    
    EBITDA does not reflect our cash expenditures or future requirements for capital expenditures or capital commitments;
    
    EBITDA does not reflect changes in, or cash requirements for, our working capital needs;
    
    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 EBITDA does not reflect any
cash requirements for such replacements; and




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
    
    other companies in our industry may calculate EBITDA differently than we do, limiting its
usefulness as a comparative measure.
  Three Months Ended
    
    Six Months EndedJune 30,
    
    June 30,
    
    June 30,
    
    June 30,2007
    
    2006
    
    2007
    
    2006Net income (loss)
    
    $
    376
    
    
    $
    448
    
    
    $
    (539
    )
    
    $
    643Depreciation
    
    
    151
    
    
    
    111
    
    
    
    311
    
    
    
    222Amortization of other intangible assets
    
    
    18
    
    
    
    36
    
    
    
    35
    
    
    
    75Amortization of stock-based compensation
    
    
    26
    
    
    
    
    
    
    
    51
    
    
    
    Interest expense and other related financing costs, net
    
    
    399
    
    
    
    223
    
    
    
    713
    
    
    
    432Provision (benefit) for income taxes
    
    
    221
    
    
    
    312
    
    
    
    (316
    )
    
    
    449EBITDA
    
    
    1,190
    
    
    
    1,130
    
    
    
    256
    
    
    
    1,821
 Three Months Ended June 30, 2007 Compared to the Three Months Ended June 30, 2006
 Revenues
  Gross Profit
  Selling, General and Administrative
  Interest Expense
  Income Tax Provision




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Net Income
  Six Months Ended June 30, 2007 Compared to the Six Months Ended June 30, 2006
 Revenues
  Gross Profit
  Selling, General and Administrative
  Litigation Settlement Expense
  Interest Expense
  Income Tax Provision




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Net Income (Loss)
  Seasonality and Quarterly Fluctuations
  Liquidity and Capital Resources
  Operating Activities
  Investing Activities
  Financing Activities




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Revolving Credit Facility
  Senior Subordinated Note and Warrant
  Working Capital and Capital Expenditure Needs
   Critical Accounting Policies and Estimates




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




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PART II. OTHER INFORMATION
 
 Item 1. Legal Proceedings.
    
 Item 1A. Risk Factors.
   Technology failures and privacy and security breaches could adversely affect the companys
business.




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Material changes in cash flow and debt levels may adversely affect our growth and credit
facilities, and require the immediate repayment of all our loans.
  Our market is highly competitive and we may not continue to compete successfully.
  We may be unable to continue to open new stores and enter new markets successfully.
  Our
growth may strain operations, and finances, which could adversely affect our business and financial results.
  Our operating results may be impacted by changes in the economy.
  A decline in discretionary consumer spending and related externalities could reduce our revenues.




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Our quarterly operating results are subject to significant fluctuation.
  If businesses we acquire do not perform as well as we expect or have liabilities that we are not
aware of, we could suffer consequences that would substantially reduce our revenues, earnings and
cash flows.
  Our stock price may fluctuate based on market expectations.
  The future sale of shares of our common stock may negatively impact our stock price.




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Our shareholders may experience dilution in their ownership positions.
  In addition to causing dilution, stock option grants increase compensation expense and may
negatively impact our stock price.
  
 Item 2. Use of Proceeds from Registered Securities.
  
 Item 3. Defaults Upon Senior Securities.
  
 Item 4. Submission of Matters to a Vote of Security Holders.
   BROKERNON-DIRECTOR
    
    FOR
    
    WITHHELD
    
    ABSTAIN
    
    VOTES*Jonathan A.R. Grylls
    
    
    4,840,475
    
    
    
    
    
    
    
    600John W. Mitchell
    
    
    4,835,475
    
    
    
    
    
    
    
    5,600David J. Powers
    
    
    4,840,475
    
    
    
    
    
    
    
    600
 
 *
    
    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 II
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.




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##### Table of Contents



For
    
    
    4,817,259Against
    
    
    300Abstain
    
    
    23,516Total
    
    
    4,841,075
 
 Item 5. Other Information.
  
 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*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




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##### Table of Contents



Number
    
    Description*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, LLC I*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*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




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##### Table of Contents



Number
    
    Description*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*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.




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##### Table of Contents



Number
    
    Description^^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.^10.55
    
    Shopping Center Lease Agreement dated May 30,
2007 between the 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.#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 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




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##### Table of Contents



+
    
    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.




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##### Table of Contents



SIGNATURES
  DOVER SADDLERY, INC.Dated: August 14, 2007
    By:
    /s/ Michael W. BrunsMichael W. Bruns, Chief Financial Officer(Principal Financial Officer)




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##### Table of Contents



Item 6. Exhibits.
 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*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, LLC I*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*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




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##### Table of Contents



Number
    
    Description*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*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




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##### Table of Contents



Number
    
    Description*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 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 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. 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.^10.55
    
    Shopping Center Lease Agreement dated May 30, 2007 between the 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#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)




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##### Table of Contents



Number
    
    Description##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 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




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##### Table of Contents



(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.