##### 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, 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 
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
  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 SEPTEMBER 30, 2007
 PART I.
    
    FINANCIAL INFORMATIONItem 1.
    
    Condensed Consolidated Financial Statements (un-audited)Consolidated Balance Sheets  
September 30, 2007 (un-audited) and December 31, 2006 (audited)Un-audited Consolidated Statements of Operations  
three months ended September 30, 2007 and 2006 and the nine months ended September 30, 2007 and 2006Un-audited Consolidated Statements of Cash Flows  
nine months ended September 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.
    
    ExhibitsSIGNATURESEXHIBIT INDEXEX-10.57 Second Amendment and Extension of Lease Agreement dated August 30, 2007EX-10.58 Waiver and Amendment by Bank of America dated November 9, 2007EX-31.1 Section 302 Certification of CEOEX-31.2 Section 302 Certification of CFOEX-32.1 Section 906 Certification of CEO & CFO




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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 Item 1. Financial Statements. DOVER
SADDLERY, INC. AND SUBSIDIARIES
 
 Condensed Consolidated Balance Sheets
(In thousands, except share data)
 September 30,
    
    
    December 31,2007
    
    
    2006(un-audited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    167
    
    
    $
    101Accounts receivable
    
    
    1,113
    
    
    
    795Inventory
    
    
    18,768
    
    
    
    14,811Prepaid catalog costs
    
    
    2,079
    
    
    
    2,133Prepaid expenses and other current assets
    
    
    1,522
    
    
    
    988Total current assets
    
    
    23,649
    
    
    
    18,828Net property and equipment
    
    
    3,233
    
    
    
    2,832Other assets:Deferred income taxes
    
    
    466
    
    
    
    297Other assets, net
    
    
    560
    
    
    
    642Goodwill
    
    
    14,267
    
    
    
    14,267Total other assets
    
    
    15,293
    
    
    
    15,206Total assets
    
    $
    42,175
    
    
    $
    36,866LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Current portion of long-term debt and short-term bank borrowings
    
    $
    2,256
    
    
    $
    1,768Accounts payable
    
    
    3,481
    
    
    
    3,508Accrued expenses and other current liabilities
    
    
    3,463
    
    
    
    3,355Income tax payable
    
    
    
    
    
    
    282Deferred income taxes
    
    
    131
    
    
    
    206Total current liabilities
    
    
    9,331
    
    
    
    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
    
    
    131
    
    
    
    117Total long-term liabilities
    
    
    14,131
    
    
    
    9,017Stockholders equityCommon Stock, par value $0.0001 per share; 15,000,000 shares
authorized; issued 5,105,318 as of September 30, 2007 and
5,074,344 as of December 31, 2006
    
    
    1
    
    
    
    1Additional paid in capital
    
    
    43,964
    
    
    
    43,887Treasury stock, 795,865 shares at cost
    
    
    (6,082
    )
    
    
    (6,082
    )Accumulated deficit
    
    
    (19,170
    )
    
    
    (19,076
    )Total stockholders equity
    
    
    18,713
    
    
    
    18,730Total liabilities and stockholders equity
    
    $
    42,175
    
    
    $
    36,866




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##### Table of Contents



DOVER
SADDLERY, INC. AND SUBSIDIARIES
 
 Condensed Consolidated Statements of Operations
(In thousands, except share data)
(un-audited)
 Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,
    
    
    September 30,
    
    
    September 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Revenues, net
    
    $
    19,911
    
    
    $
    17,192
    
    
    $
    58,468
    
    
    $
    52,006Cost of revenues
    
    
    12,541
    
    
    
    10,896
    
    
    
    36,854
    
    
    
    33,252Gross profit
    
    
    7,370
    
    
    
    6,296
    
    
    
    21,614
    
    
    
    18,754Selling, general and administrative expenses
    
    
    6,220
    
    
    
    5,751
    
    
    
    19,906
    
    
    
    16,685Litigation settlement expense
    
    
    
    
    
    
    
    
    
    
    700
    
    
    
    Income from operations
    
    
    1,150
    
    
    
    545
    
    
    
    1,008
    
    
    
    2,069Interest expense, financing and other related
costs, net
    
    
    445
    
    
    
    248
    
    
    
    1,158
    
    
    
    680Income (loss) before provision for income taxes
    
    
    705
    
    
    
    297
    
    
    
    (150
    )
    
    
    1,389Provision (benefit) for income taxes
    
    
    261
    
    
    
    99
    
    
    
    (56
    )
    
    
    548Net income (loss)
    
    $
    444
    
    
    $
    198
    
    
    $
    (94
    )
    
    $
    841Net income (loss) per shareBasic
    
    $
    0.09
    
    
    $
    0.04
    
    
    $
    (0.02
    )
    
    $
    0.17Diluted
    
    $
    0.08
    
    
    $
    0.04
    
    
    $
    (0.02
    )
    
    $
    0.16Number of shares used in per share calculationBasic
    
    
    5,089,000
    
    
    
    5,074,000
    
    
    
    5,079,000
    
    
    
    5,074,000Diluted
    
    
    5,367,000
    
    
    
    5,222,000
    
    
    
    5,079,000
    
    
    
    5,231,000




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##### Table of Contents



DOVER
SADDLERY, INC. AND SUBSIDIARIES
 
 Condensed Consolidated Statement of Cash Flows
(In thousands)
(un-audited)
 Nine Months EndedSeptember 30,
    
    
    September 30,2007
    
    
    2006Operating activities:Net income (loss)
    
    $
    (94
    )
    
    $
    841Adjustments to reconcile net income (loss) to net cash used in
operating activitiesDepreciation and amortization
    
    
    584
    
    
    
    439Deferred income taxes
    
    
    (244
    )
    
    
    62Stock-based compensation
    
    
    77
    
    
    
    Non-cash interest expense and amortization of deferred finance fees
    
    
    107
    
    
    
    157Changes in current assets and liabilities:Accounts receivable
    
    
    (318
    )
    
    
    (627
    )Inventory
    
    
    (3,957
    )
    
    
    (2,236
    )Prepaid catalog costs and other expenses
    
    
    (480
    )
    
    
    (771
    )Accounts payable & short-term borrowings
    
    
    (1,147
    )
    
    
    1,325Accrued expenses and other current liabilities
    
    
    (174
    )
    
    
    (940
    )Net cash used in operating activities
    
    
    (5,646
    )
    
    
    (1,750
    )Investing activities:Acquisition of Dominion
    
    
    
    
    
    
    (1,522
    )Purchases of property and equipment
    
    
    (795
    )
    
    
    (733
    )Change in other assets
    
    
    (38
    )
    
    
    (205
    )Net cash used in investing activities
    
    
    (833
    )
    
    
    (2,460
    )Financing activities:Borrowings under revolving line of credit
    
    
    6,700
    
    
    
    6,250Payments under revolving line of credit
    
    
    
    
    
    
    (4,650
    )Payments of commitment and financing fees
    
    
    (45
    )
    
    
    (24
    )Payments on capital leases
    
    
    (110
    )
    
    
    (104
    )Net cash provided by financing activities
    
    
    6,545
    
    
    
    1,472Net increase (decrease) in cash and cash equivalents
    
    
    66
    
    
    
    (2,738
    )Cash and cash equivalents at beginning of period
    
    
    101
    
    
    
    2,887Cash and cash equivalents at end of period
    
    $
    167
    
    
    $
    149Supplemental disclosure of cash flow informationCash paid during the period for:Interest
    
    $
    1,036
    
    
    $
    562Income Taxes
    
    $
    653
    
    
    $
    472Supplemental disclosure of non-cash financing activitiesEquipment acquired under capital leases
    
    $
    132
    
    
    $
    




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##### Table of Contents



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




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##### Table of Contents



D. Advertising
  E. Comprehensive Income
  F. Net Income (Loss) Per Share
  Three Months Ended
    
    Nine Months EndedSeptember 30,
    
    September 30,
    
    September 30,
    
    September 30,2007
    
    2006
    
    2007
    
    2006Basic weighted average common shares outstanding
    
    
    5,089
    
    
    
    5,074
    
    
    
    5,079
    
    
    
    5,074Add: Dilutive effect of assumed stock option and
warrant exercises less potential incremental
shares purchased under the treasury method
    
    
    278
    
    
    
    148
    
    
    
    
    
    
    
    157Diluted weighted average common shares outstanding
    
    
    5,367
    
    
    
    5,222
    
    
    
    5,079
    
    
    
    5,231
 G. Financing Agreements
 Revolving Credit Facility




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##### Table of Contents



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




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##### Table of Contents



J. Commitments and Contingencies
 Lease Commitments
   Contingencies
   Recent Accounting Pronouncements
 The Fair Value Option for Financial Assets and
Financial Liabilities  Including an Amendment of FASB Statement
No. 115
 Fair Value Measurements




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##### Table of Contents



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, 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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##### Table of Contents



Results of Operations
  Three Months Ended
    
    Nine Months EndedSeptember 30,
    
    September 30,
    
    September 30,
    
    September 30,2007
    
    2006
    
    2007
    
    2006Revenues, net
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Cost of revenues
    
    
    63.0
    
    
    
    63.4
    
    
    
    63.1
    
    
    
    63.9Gross profit
    
    
    37.0
    
    
    
    36.6
    
    
    
    37.0
    
    
    
    36.1Selling, general and administrative expenses
    
    
    31.2
    
    
    
    33.4
    
    
    
    34.0
    
    
    
    32.1Litigation settlement expense
    
    
    
    
    
    
    
    
    
    
    1.2
    
    
    
    Income from operations
    
    
    5.8
    
    
    
    3.2
    
    
    
    1.7
    
    
    
    4.0Interest expense, financing and other related
costs, net
    
    
    2.2
    
    
    
    1.4
    
    
    
    2.0
    
    
    
    1.3Income (loss) before provision for income taxes
    
    
    3.5
    
    
    
    1.7
    
    
    
    (0.3
    )
    
    
    2.7Provision (benefit) for income taxes
    
    
    1.3
    
    
    
    0.6
    
    
    
    (0.1
    )
    
    
    1.1Net income (loss)
    
    
    2.2
    %
    
    
    1.2
    %
    
    
    (0.2
    )%
    
    
    1.6
    %
  Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,
    
    
    September 30,
    
    
    September 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Revenues, net  direct
    
    $
    14,318
    
    
    $
    13,433
    
    
    $
    44,279
    
    
    $
    43,289Revenues, net  retail
stores
    
    
    5,593
    
    
    
    3,759
    
    
    
    14,189
    
    
    
    8,717Revenues, net  total
    
    $
    19,911
    
    
    $
    17,192
    
    
    $
    58,468
    
    
    $
    52,006Other operating data:Number of retail stores (1)
    
    
    10
    
    
    
    5
    
    
    
    10
    
    
    
    5Capital expenditures
    
    
    126
    
    
    
    571
    
    
    
    795
    
    
    
    733Gross profit margin
    
    
    37.0
    %
    
    
    36.6
    %
    
    
    37.0
    %
    
    
    36.1
    %EBITDA(2)
    
    
    1,413
    
    
    
    687
    
    
    
    1,669
    
    
    
    2,508EBITDA margin(2)
    
    
    7.1
    %
    
    
    4.0
    %
    
    
    2.9
    %
    
    
    4.8
    %
 
 (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, and the Dallas, TX store opened in Q3 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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##### Table of Contents




    
    other companies in our industry may calculate EBITDA differently than we do, limiting its
usefulness as a comparative measure.
  Three Months Ended
    
    Nine Months EndedSeptember 30,
    
    September 30,
    
    September 30,
    
    September 30,2007
    
    2006
    
    2007
    
    2006Net income (loss)
    
    $
    444
    
    
    $
    198
    
    
    $
    (94
    )
    
    $
    841Depreciation
    
    
    214
    
    
    
    111
    
    
    
    525
    
    
    
    333Amortization of other intangible assets
    
    
    24
    
    
    
    31
    
    
    
    59
    
    
    
    106Amortization of stock-based compensation
    
    
    25
    
    
    
    
    
    
    
    77
    
    
    
    Interest expense and other related
financing costs, net
    
    
    445
    
    
    
    248
    
    
    
    1,158
    
    
    
    680Provision (benefit) for income taxes
    
    
    261
    
    
    
    99
    
    
    
    (56
    )
    
    
    548EBITDA
    
    
    1,413
    
    
    
    687
    
    
    
    1,669
    
    
    
    2,508
 Three Months Ended September 30, 2007 Compared to the Three Months Ended September 30, 2006
 Revenues
  Gross Profit
  Selling, General and Administrative
  Interest Expense
  Income Tax Provision




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Net Income
  Nine Months Ended September 30, 2007 Compared to the Nine Months Ended September 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




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




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##### Table of Contents



PART II. OTHER INFORMATION
 
 Item 1. Legal Proceedings.
    
 Item 1A. Risk Factors.




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##### Table of Contents



Technology failures and privacy and security breaches could adversely affect the companys
business.
  Material changes in cash flow and debt levels may adversely affect our growth and credit
facilities, require the immediate repayment of all our loans, and limit our ability to open new
stores.
  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.




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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 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.




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Our stock price may fluctuate based on market expectations.
  The future sale of shares of our common stock may negatively impact our stock price.
  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.
  
 Item 5. Other Information.




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##### Table of Contents



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*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




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##### Table of Contents



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




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##### Table of Contents



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




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##### Table of Contents



Number
    
    Description^^^10.55
    
    Shopping Center Lease Agreement dated May 30, 2007 between Pavillion North, Ltd., and Dover Saddlery Retail,
Inc.^^^10.56
    
    First Amendment dated June 25, 2007 to Shopping Center Lease Agreement between Pavillion North, Ltd. and
Dover Saddlery Retail, Inc. which amends Exhibit 10.55 filed herewith^10.57(7)
    
    Second Amendment and Extension of Lease Agreement dated August 30, 2007 between C.E. Holman Limited
Partnership, and Dover Saddlery Retail, Inc.^10.58(6)
    
    Waiver and Amendment by Bank of America dated November 9, 2007#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, 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




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##### Table of Contents



(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: November 13, 2007
    By:
    /s/   Michael W. BrunsMichael W. Bruns, Chief Financial Officer(Principal Financial Officer)




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##### Table of Contents



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*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




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##### Table of Contents



Number
    
    Description*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*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.




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##### Table of Contents



Number
    
    Description*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.^^^10.55
    
    Shopping Center Lease Agreement dated May 30, 2007 between Pavillion North, Ltd., and Dover Saddlery Retail,
Inc.




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##### Table of Contents



Number
    
    Description^^^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 by Bank of America dated November 9, 2007#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, 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




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##### Table of Contents



(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.