##### 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, 2011
 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 þ
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ(Do not check if smaller reporting company)
 o þ




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##### 



DOVER SADDLERY, INC. AND SUBSIDIARIES
 INDEX TO QUARTERLY REPORT ON FORM 10-Q
 FOR THE QUARTER ENDED SEPTEMBER 30, 2011
 PART I. FINANCIAL INFORMATIONItem 1. Condensed Consolidated Financial Statements (unaudited)
    
    
    3Condensed Consolidated Balance Sheets 
September 30, 2011 and December 31, 2010
    
    
    3Condensed Consolidated Statements of Income 
three and nine months ended September 30, 2011 and 2010
    
    
    4Condensed Consolidated Statements of Cash Flows 
nine months ended September 30, 2011 and 2010
    
    
    5Notes to Unaudited Condensed Consolidated Financial Statements
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    12Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    19Item 4. Controls and Procedures
    
    
    20PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    20Item 1A. Risk Factors
    
    
    20Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    22Item 3. Defaults Upon Senior Securities
    
    
    22Item 4. [Reserved]
    
    
    22Item 5. Other Information
    
    
    22Item 6. Exhibits
    
    
    23SIGNATURES
    
    
    24EXHIBIT INDEX
    
    
    25Exhibit 31.1Exhibit 31.2Exhibit 32.1
   2




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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 Item 1.
    
    Financial Statements.
 DOVER SADDLERY, INC. AND SUBSIDIARIES
 
 Condensed Consolidated Balance Sheets  (In thousands, except share and per share data)
 (unaudited)
 September 30,
    
    
    December 31,2011
    
    
    2010ASSETSCurrent assets:Cash and cash equivalents
    
    $
    151
    
    
    $
    745Accounts receivable
    
    
    550
    
    
    
    533Inventory
    
    
    19,371
    
    
    
    15,869Prepaid catalog costs
    
    
    1,387
    
    
    
    930Prepaid expenses and other current assets
    
    
    1,103
    
    
    
    901Deferred income taxes
    
    
    110
    
    
    
    105Total current assets
    
    
    22,672
    
    
    
    19,083Net property and equipment
    
    
    3,160
    
    
    
    3,025Other assets:Deferred income taxes
    
    
    1,037
    
    
    
    848Intangibles and other assets, net
    
    
    572
    
    
    
    593Total other assets
    
    
    1,609
    
    
    
    1,441Total assets
    
    $
    27,441
    
    
    $
    23,549LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Current portion of capital lease obligation and outstanding checks
    
    $
    473
    
    
    $
    97Accounts payable
    
    
    2,416
    
    
    
    2,073Accrued expenses and other current liabilities
    
    
    4,509
    
    
    
    5,425Income taxes payable
    
    
    
    
    
    
    414Total current liabilities
    
    
    7,398
    
    
    
    8,009Long-term liabilities:Revolving line of credit
    
    
    2,935
    
    
    
    Term Notes
    
    
    5,500
    
    
    
    Subordinated notes payable, net
    
    
    
    
    
    
    5,293Capital lease obligation, net of current portion
    
    
    30
    
    
    
    89Interest rate swap derivative
    
    
    319
    
    
    
    Total long-term liabilities
    
    
    8,784
    
    
    
    5,382Stockholders equity:Common Stock, par value $0.0001 per share; 15,000,000 shares
authorized; 5,291,521 and 5,277,161 issued and outstanding as of
September 30, 2011 and December 31, 2010, respectively
    
    
    1
    
    
    
    1Additional paid in capital
    
    
    45,596
    
    
    
    45,391Treasury stock, 795,865 shares at cost
    
    
    (6,082
    )
    
    
    (6,082
    )Other comprehensive loss
    
    
    (188
    )
    
    
    Accumulated deficit
    
    
    (28,068
    )
    
    
    (29,152
    )Total stockholders equity
    
    
    11,259
    
    
    
    10,158Total liabilities and stockholders equity
    
    $
    27,441
    
    
    $
    23,549
   3




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##### Table of Contents



DOVER SADDLERY, INC. AND SUBSIDIARIES
 
 Condensed Consolidated Statements of Income  (In thousands, except share and per share data)
 (unaudited)
 Three Months Ended
    
    Nine Months EndedSeptember 30,
    
    
    September 30,
    
    
    September 30,
    
    
    September 30,2011
    
    
    2010
    
    
    2011
    
    
    2010Revenues, net
    
    $
    19,505
    
    
    $
    18,614
    
    
    $
    57,038
    
    
    $
    54,695Cost of revenues
    
    
    12,056
    
    
    
    11,525
    
    
    
    35,540
    
    
    
    34,308Gross profit
    
    
    7,449
    
    
    
    7,089
    
    
    
    21,498
    
    
    
    20,387Selling, general and administrative expenses
    
    
    6,780
    
    
    
    6,218
    
    
    
    19,008
    
    
    
    18,274Income from operations
    
    
    669
    
    
    
    871
    
    
    
    2,490
    
    
    
    2,113Interest expense, financing and other related costs, net
    
    
    124
    
    
    
    255
    
    
    
    626
    
    
    
    766Other investment (income) loss, net
    
    
    12
    
    
    
    37
    
    
    
    (30
    )
    
    
    (384
    )Income before income tax provision
    
    
    533
    
    
    
    579
    
    
    
    1,894
    
    
    
    1,731Provision for income taxes
    
    
    201
    
    
    
    259
    
    
    
    810
    
    
    
    734Net income
    
    $
    332
    
    
    $
    320
    
    
    $
    1,084
    
    
    $
    997Net income per shareBasic
    
    $
    0.06
    
    
    $
    0.06
    
    
    $
    0.20
    
    
    $
    0.19Diluted
    
    $
    0.06
    
    
    $
    0.06
    
    
    $
    0.20
    
    
    $
    0.18Number of shares used in per share calculationBasic
    
    
    5,289,000
    
    
    
    5,277,000
    
    
    
    5,288,000
    
    
    
    5,270,000Diluted
    
    
    5,477,000
    
    
    
    5,386,000
    
    
    
    5,485,000
    
    
    
    5,413,000
   4




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DOVER SADDLERY, INC. AND SUBSIDIARIES
 
 Condensed Consolidated Statement of Cash Flows  (In thousands)
 (unaudited)
 Nine Months EndedSeptember 30,
    
    
    September 30,2011
    
    
    2010Operating activities:Net income
    
    $
    1,084
    
    
    $
    997Adjustments to reconcile net income to net cash used in operating activitiesDepreciation and amortization
    
    
    559
    
    
    
    550Deferred income taxes
    
    
    (63
    )
    
    
    (124
    )Income from investment in affiliates, net
    
    
    (4
    )
    
    
    (382
    )Stock-based compensation
    
    
    186
    
    
    
    136Non-cash interest expense
    
    
    216
    
    
    
    205Payment of deferred interest
    
    
    (423
    )
    
    
    Changes in current assets and liabilities:Accounts receivable
    
    
    (17
    )
    
    
    203Inventory
    
    
    (3,502
    )
    
    
    (858
    )Prepaid catalog costs and other current assets
    
    
    (659
    )
    
    
    (392
    )Accounts payable
    
    
    343
    
    
    
    (644
    )Accrued expenses, other current liabilities and income taxes payable
    
    
    (1,330
    )
    
    
    (433
    )Net cash used in operating activities
    
    
    (3,610
    )
    
    
    (742
    )Investing activities:Distributions from investment in affiliate
    
    
    
    
    
    
    330Purchases of property and equipment
    
    
    (689
    )
    
    
    (271
    )Investment in affiliates
    
    
    
    
    
    
    (60
    )Change in other assets
    
    
    (12
    )
    
    
    50Net cash (used in) provided by investing activities
    
    
    (701
    )
    
    
    49Financing activities:Borrowings under revolving line of credit, net
    
    
    2,935
    
    
    
    261Repayment of subordinated notes
    
    
    (5,000
    )
    
    
    Borrowing under term note
    
    
    5,500
    
    
    
    Change in outstanding checks
    
    
    380
    
    
    
    459Payment of financing costs
    
    
    
    
    
    
    12Payments on capital leases
    
    
    (63
    )
    
    
    (90
    )Payment of debt commitment fees
    
    
    (54
    )
    
    
    Proceeds from exercise of stock options
    
    
    19 220
    
    
    
    19Net cash provided by financing activities
    
    
    3,717
    
    
    
    637Net decrease in cash and cash equivalents
    
    
    (594
    )
    
    
    (56
    )Cash and cash equivalents at beginning of period
    
    
    745
    
    
    
    732Cash and cash equivalents at end of period
    
    $
    151
    
    
    $
    676Supplemental disclosure of cash flow informationCash paid during the period for:Interest
    
    $
    833
    
    
    $
    562Income taxes
    
    $
    1,431
    
    
    $
    1,182Supplemental disclosure of non-cash financing activitiesEquipment acquired under capital leases
    
    $
    5
    
    
    $
    85Change in fair value of interest rate swap
    
    $
    319
    
    
    $
    
   5




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##### Table of Contents



DOVER SADDLERY, INC. AND SUBSIDIARIES
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (unaudited)
 A. Nature of Business and Basis of Preparation
      Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,
    
    
    September 30,
    
    
    September 30,2011
    
    
    2010
    
    
    2011
    
    
    2010Revenues, net  direct
    
    $
    11,321
    
    
    $
    11,654
    
    
    $
    35,561
    
    
    $
    36,257Revenues, net  retail stores
    
    
    8,184
    
    
    
    6,960
    
    
    
    21,477
    
    
    
    18,438Revenues, net  total
    
    $
    19,505
    
    
    $
    18,614
    
    
    $
    57,038
    
    
    $
    54,695
    6




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##### Table of Contents



B. Accounting for Stock-Based Compensation
    C. Inventory
  D. Advertising
  E. Comprehensive Income (Loss)
   Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,
    
    
    September 30,
    
    
    September 30,2011
    
    
    2010
    
    
    2011
    
    
    2010Net income
    
    $
    332
    
    
    $
    320
    
    
    $
    1,084
    
    
    $
    997Other comprehensive loss, net of taxes
    
    
    (85
    )
    
    
    
    
    
    
    (188
    )
    
    
    Total comprehensive income
    
    $
    247
    
    
    $
    320
    
    
    $
    896
    
    
    $
    997
  7




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F. Net Income Per Share
  Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,
    
    
    September 30,
    
    
    September 30,2011
    
    
    2010
    
    
    2011
    
    
    2010Basic weighted average common shares outstanding
    
    
    5,289
    
    
    
    5,277
    
    
    
    5,288
    
    
    
    5,270Add: Dilutive effect of assumed stock option
and warrant exercises less potential incremental
shares purchased under the treasury method
    
    
    188
    
    
    
    109
    
    
    
    197
    
    
    
    143Diluted weighted average common shares outstanding
    
    
    5,477
    
    
    
    5,386
    
    
    
    5,485
    
    
    
    5,413
  G. Financing Agreements
 Revolving Credit Facility
    Term Notes, Senior Subordinated Notes Payable and Warrants
   8




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Cash and Cash Equivalents
  Financial Instruments
  H. Investment in Affiliates
      9




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##### Table of Contents



I. Income Taxes
   J. Related Party Transactions
     K. Commitments and Contingencies
 Lease Commitments
  .
  10




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##### Table of Contents



Contingencies
  L. Interest Rate Swap
 Derivatives and Hedging Fair Value Measurement and Disclosures
     Liability Derivatives as of:September 30, 2011
    
    
    September 30, 2010Balance Sheet
    
    
    
    
    
    Balance SheetLocation
    
    Fair Value
    
    
    Location
    
    Fair ValueInterest rate swap contract
    
    Interest rate swap derivative
    
    $
    319,494
    
    
    Interest rate swap derivative
    
    
    
  Amount of Loss Recognized Net of Tax,Location of Loss
    
    in Other Comprehensive Loss for theRecognized on
    
    nine months ended September 30Derivative
    
    2011
    
    
    2010Interest rate swap contact
    
    Other comprehensive loss
    
    $
    188,518
    
    
    
    
  11




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##### Table of Contents



M. Fair Value
 Fair Value Measurements and Disclosures,
 Level 1 
    
    Pricing inputs are quoted prices available in active markets for
identical investments as of the reporting date. The Company does not have any
investments meeting the criteria of Level 1 inputs.Level 2 
    
    Pricing inputs are quoted prices for similar investments, or inputs that
are observable, either directly or indirectly, for substantially the full term through
corroboration with observable market data. The Companys derivatives discussed above,
meet the criteria of a Level 2 input.Level 3 
    
    Pricing inputs include unobservable inputs that reflect the reporting
entitys own assumptions about the assumptions market participants would use in
pricing the asset or liability, which are developed based on the best information
available. Level 3 includes private investments that have no market activity. The
Company does not have any investments meeting the criteria of Level 3 inputs.
   Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    TotalInterest Rate Swap
Derivative as of
September 30, 2011
    
    
    
    
    
    $
    (319,494
    )
    
    
    
    
    
    $
    (319,494
    )
 N. Subsequent Events
  
 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, 2010 (fiscal
2010) and in our subsequent periodic reports on Form 10-Q . We disclaim any intent or obligation to
update any forward-looking statement.
 Overview
   12




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Consolidated Performance and Trends
    Single Reporting Segment
  Results of Operations
  Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,
    
    
    September 30,
    
    
    September 30,2011
    
    
    2010
    
    
    2011
    
    
    2010Revenues, net
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Cost of revenues
    
    
    61.8
    
    
    
    61.9
    
    
    
    62.3
    
    
    
    62.7Gross profit
    
    
    38.2
    
    
    
    38.1
    
    
    
    37.7
    
    
    
    37.3Selling, general and administrative expenses
    
    
    34.8
    
    
    
    33.4
    
    
    
    33.3
    
    
    
    33.4Income from operations
    
    
    3.4
    
    
    
    4.7
    
    
    
    4.4
    
    
    
    3.9Interest expense, financing and other related costs, net
    
    
    0.6
    
    
    
    1.4
    
    
    
    1.1
    
    
    
    1.4Other investment (income) loss, net
    
    
    0.1
    
    
    
    0.2
    
    
    
    0.0
    
    
    
    (0.7
    )Income before income tax provision
    
    
    2.7
    
    
    
    3.1
    
    
    
    3.3
    
    
    
    3.2Provision for income taxes
    
    
    1.0
    
    
    
    1.4
    
    
    
    1.4
    
    
    
    1.3Net income
    
    
    1.7
    
    
    
    1.7
    
    
    
    1.9
    
    
    
    1.8
 (1)
    
    Certain of these amounts may not properly sum due to rounding.  13




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##### Table of Contents



Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,
    
    
    September 30,
    
    
    September 30,2011
    
    
    2010
    
    
    2011
    
    
    2010Revenues, net  direct
    
    $
    11,321
    
    
    $
    11,654
    
    
    $
    35,561
    
    
    $
    36,257Revenues, net  retail stores
    
    
    8,184
    
    
    
    6,960
    
    
    
    21,477
    
    
    
    18,438Revenues, net  total
    
    $
    19,505
    
    
    $
    18,614
    
    
    $
    57,038
    
    
    $
    54,695Other operating data:Number of retail stores (1)
    
    
    14
    
    
    
    13
    
    
    
    14
    
    
    
    13Capital expenditures
    
    
    287
    
    
    
    57
    
    
    
    689
    
    
    
    271Gross profit margin
    
    
    38.2
    %
    
    
    38.1
    %
    
    
    37.7
    %
    
    
    37.3
    %Adjusted EBITDA(2)
    
    
    921
    
    
    
    1,094
    
    
    
    3,235
    
    
    
    2,799Adjusted EBITDA margin(2)
    
    
    4.7
    %
    
    
    5.9
    %
    
    
    5.7
    %
    
    
    5.1
    %
 (1)
    
    Includes thirteen Dover-branded stores and one Smith Brothers store. The Parker, CO
Dover-branded store opened in Q2 2011.(2)
    
    When we use the term Adjusted EBITDA, we are referring to net income minus interest
income and other income plus interest expense, income taxes, non-cash stock-based
compensation, depreciation, amortization and other investment income, net. We present
Adjusted EBITDA because we consider it an important supplemental measure of our performance
and believe it is frequently used by securities analysts, investors and other interested
parties in the evaluation of companies in our industry.  
    
    Adjusted EBITDA does not reflect our cash expenditures or future requirements for capital
expenditures or capital commitments;
 
    
    Adjusted EBITDA does not reflect changes in, or cash requirements for, our working
capital needs;
 
    
    Adjusted EBITDA does not reflect the impact of an impairment charge that might be taken,
when future results are not achieved as planned, in respect of goodwill resulting from any
premium the Company might pay in the future in connection with potential acquisitions;
 
    
    Adjusted EBITDA does not reflect the interest expense or cash requirements necessary to
service interest or principal payments on our debt;
 
    
    Although depreciation and amortization are non-cash charges, the assets being depreciated
and amortized will often have to be replaced in the future, and Adjusted EBITDA does not
reflect any cash requirements for such replacements;
 
    
    Although stock-based compensation is a non-cash charge, additional stock options might be
granted in the future, which might have a future dilutive effect on earnings and EPS; and
 
    
    Other companies in our industry may calculate Adjusted EBITDA differently than we do,
limiting its usefulness as a comparative measure.
  14




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Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,
    
    
    September 30,
    
    
    September 30,2011
    
    
    2010
    
    
    2011
    
    
    2010Net income
    
    $
    332
    
    
    $
    320
    
    
    $
    1,084
    
    
    $
    997Depreciation
    
    
    188
    
    
    
    176
    
    
    
    554
    
    
    
    545Amortization of intangible assets
    
    
    2
    
    
    
    2
    
    
    
    5
    
    
    
    5Stock-based compensation
    
    
    62
    
    
    
    45
    
    
    
    186
    
    
    
    136Interest expense, financing and other related costs, net
    
    
    124
    
    
    
    255
    
    
    
    626
    
    
    
    766Other investment (income) loss, net
    
    
    12
    
    
    
    37
    
    
    
    (30
    )
    
    
    (384
    )Provision for income taxes
    
    
    201
    
    
    
    259
    
    
    
    810
    
    
    
    734Adjusted EBITDA
    
    $
    921
    
    
    $
    1,094
    
    
    $
    3,235
    
    
    $
    2,799
 Three Months Ended September 30, 2011 Compared to the Three Months Ended September 30, 2010
 Revenues
  Gross Profit
  Selling, General and Administrative
  Interest Expense
  Other Investment Income
   15




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Income Tax Provision
  Net Income
  Nine Months Ended September 30, 2011 Compared to the Nine Months Ended September 30, 2010
 Revenues
  Gross Profit
  Selling, General and Administrative
  Interest Expense
  Other Investment Income
   16




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Income Tax Provision
  Net Income
  Seasonality and Quarterly Fluctuations
  Liquidity and Capital Resources
   Operating Activities
   17




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Investing Activities
  Financing Activities
  Revolving Credit Facility
    Term Notes, Senior Subordinated Notes Payable and Warrants
    18




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Working Capital and Capital Expenditure Needs
  Critical Accounting Policies and Estimates
  
 Item 3.
    
    Quantitative and Qualitative Disclosures about Market Risk.
   Foreign Currency Risk
  Interest Rate Sensitivity
   19




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##### Table of Contents



Item 4.
    
    Controls and Procedures.
    
 PART II. OTHER INFORMATION
 
 Item 1.
    
    Legal Proceedings.
  
 Item 1A.
    
    Risk Factors.
   20




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The Companys business may be adversely affected by pricing pressures from fluctuations in energy
and/or commodity costs.
  Current economic conditions and the global financial crisis may have an impact on our business and
financial condition in ways that we currently cannot predict.
  The Companys cost savings initiatives may have a negative impact on our market share in the short
run.
  A decline in discretionary consumer spending and related externalities could reduce our revenues.
   21




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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 the ability to open new
stores.
    
 Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds.
  
 Item 3.
    
    Defaults Upon Senior Securities.
  
 Item 4.
    
    Submission of Matters to a Vote of Security Holders.
  
 Item 5.
    
    Other Information.
   22




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##### Table of Contents



Item 6.
    
    Exhibits.
 Exhibit List
 Number
    
    Description*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
 *
    
    Filed herewith.
    
    Furnished herewith.
    
    Indicates a management contract or compensatory plan or arrangement  23




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##### Table of Contents



SIGNATURES
  DOVER SADDLERY, INC.Dated: November 14, 2011
    By:
    /s/   David R. PearceDavid R. Pearce, Chief Financial Officer(Principal Financial Officer)  24




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##### Table of Contents



EXHIBIT INDEX
 Number
    
    Description*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
 *
    
    Filed herewith.
    
    Furnished herewith.
    
    Indicates a management contract or compensatory plan or arrangement  25