##### 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 March 31, 2008
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
 Commission File Number 000-51624
 Dover Saddlery, Inc.
 (Exact name of registrant as specified in its charter)
 DELAWARE
    
    04-3438294(State of other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer Identification No.)
 525 Great Road, Littleton, MA 01460
(Address of principal executive offices)
 (978) 952-8062 (Registrants telephone number, including area code)
  þ o
  Large accelerated filer oAccelerated filer oNon-accelerated filer o(Do not check if a smaller reporting company)Smaller reporting company þ  o þ




---



##### 



DOVER SADDLERY, INC. AND SUBSIDIARIES
 INDEX TO QUARTERLY REPORT ON FORM 10-Q
 FOR THE QUARTER ENDED MARCH 31, 2008
 PART I.
    
    FINANCIAL INFORMATIONItem 1.
    
    Condensed Consolidated Financial Statements  (un-audited)Consolidated Balance Sheets March 31, 2008 (un-audited) and December 31, 2007 (audited)Un-audited Consolidated Statements of Operations three months ended March 31, 2008 and 2007Un-audited Consolidated Statements of Cash Flows three months ended March 31, 2008 and 2007Notes 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.
    
    Unregistered Sale of Equity Securities and Use of ProceedsItem 3.
    
    Defaults Upon Senior SecuritiesItem 4.
    
    Submission of Matters to a Vote of Security HoldersItem 5.
    
    Other InformationItem 6.
    
    ExhibitsSIGNATURESEXHIBIT INDEXEX-31.1 SECTION 302 CERTIFICATION OF THE CEOEX-31.2 SECTION 302 CERTIFICATION OF THE CFOEX-32.1 SECTION 906 CERTIFICATION OF THE CEO & CFO




---



##### 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)
 March 31,
    
    
    December 31,2008
    
    
    2007(un-audited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    323
    
    
    $
    309Accounts receivable
    
    
    633
    
    
    
    1,169Inventory
    
    
    17,591
    
    
    
    16,769Prepaid catalog costs
    
    
    2,013
    
    
    
    1,427Prepaid expenses and other current assets
    
    
    1,561
    
    
    
    952Deferred income taxes
    
    
    
    
    
    
    72Total current assets
    
    
    22,121
    
    
    
    20,698Net property and equipment
    
    
    3,207
    
    
    
    3,153Other assets:Goodwill
    
    
    14,267
    
    
    
    14,267Deferred income taxes
    
    
    499
    
    
    
    472Intangibles and other assets, net
    
    
    721
    
    
    
    741Total other assets
    
    
    15,487
    
    
    
    15,480Total assets
    
    $
    40,815
    
    
    $
    39,331LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Current portion of capital lease obligation and un-presented checks
    
    $
    1,486
    
    
    $
    618Accounts payable
    
    
    4,033
    
    
    
    3,314Accrued expenses and other current liabilities
    
    
    2,766
    
    
    
    3,713Income tax payable
    
    
    
    
    
    
    568Deferred income taxes
    
    
    14
    
    
    
    Total current liabilities
    
    
    8,299
    
    
    
    8,213Long-term liabilities:Revolving line of credit
    
    
    8,000
    
    
    
    6,300Subordinated notes payable, net
    
    
    4,777
    
    
    
    4,738Capital lease obligation, net of current portion
    
    
    130
    
    
    
    150Total long-term liabilities
    
    
    12,907
    
    
    
    11,188Stockholders equity:Common Stock, par value $0.0001 per share; 15,000,000 shares
authorized; issued 5,105,318 as of March 31, 2008 and December 31,
2007
    
    
    1
    
    
    
    1Additional paid in capital
    
    
    44,300
    
    
    
    44,262Treasury stock, 795,865 shares at cost
    
    
    (6,082
    )
    
    
    (6,082
    )Accumulated deficit
    
    
    (18,610
    )
    
    
    (18,251
    )Total stockholders equity
    
    
    19,609
    
    
    
    19,930Total liabilities and stockholders equity
    
    $
    40,815
    
    
    $
    39,331




---



##### Table of Contents



DOVER SADDLERY, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(In thousands, except share data)
(un-audited)
 Three Months EndedMarch 31,
    
    
    March 31,2008
    
    
    2007Revenues, net
    
    $
    17,655
    
    
    $
    18,559Cost of revenues
    
    
    11,299
    
    
    
    11,872Gross profit
    
    
    6,356
    
    
    
    6,687Selling, general and administrative expenses
    
    
    6,587
    
    
    
    7,124Litigation settlement expense
    
    
    
    
    
    
    700Loss from operations
    
    
    (231
    )
    
    
    (1,137
    )Interest expense, financing and other related costs, net
    
    
    333
    
    
    
    315Loss before income tax benefit
    
    
    (564
    )
    
    
    (1,452
    )Benefit for income taxes
    
    
    (205
    )
    
    
    (537
    )Net loss
    
    $
    (359
    )
    
    $
    (915
    )Net loss per shareBasic
    
    $
    (0.07
    )
    
    $
    (0.18
    )Diluted
    
    $
    (0.07
    )
    
    $
    (0.18
    )Number of shares used in per share calculationBasic
    
    
    5,105,000
    
    
    
    5,074,000Diluted
    
    
    5,105,000
    
    
    
    5,074,000




---



##### Table of Contents



DOVER SADDLERY, INC. AND SUBSIDIARIES
Condensed Consolidated Statement of Cash Flows
(In thousands)
(un-audited)
 Three Months EndedMarch 31,
    
    
    March 31,2008
    
    
    2007Operating activities:Net loss
    
    $
    (359
    )
    
    $
    ( 915
    )Adjustments to reconcile net loss to net cash used in operating activitiesDepreciation and amortization
    
    
    212
    
    
    
    177Deferred income taxes
    
    
    59
    
    
    
    (403
    )Stock-based compensation
    
    
    38
    
    
    
    26Non-cash interest expense and amortization of deferred finance fees
    
    
    69
    
    
    
    36Litigation settlement expense
    
    
    
    
    
    
    700Changes in current assets and liabilities:Accounts receivable
    
    
    536
    
    
    
    92Inventory
    
    
    (822
    )
    
    
    (2,752
    )Prepaid catalog costs and other expenses
    
    
    (1,195
    )
    
    
    (1,027
    )Accounts payable and un-presented checks
    
    
    1,595
    
    
    
    480Accrued expenses and other current liabilities
    
    
    (1,515
    )
    
    
    (963
    )Net cash used in operating activities
    
    
    (1,382
    )
    
    
    (4,549
    )Investing activities:Purchases of property and equipment
    
    
    (230
    )
    
    
    (418
    )Change in other assets
    
    
    (26
    )
    
    
    9Net cash used in investing activities
    
    
    (256
    )
    
    
    (409
    )Financing activities:Borrowings under revolving line of credit
    
    
    1,700
    
    
    
    5,100Payments of commitment and financing fees
    
    
    
    
    
    
    (35
    )Payments on capital leases
    
    
    (48
    )
    
    
    (26
    )Net cash provided by financing activities
    
    
    1,652
    
    
    
    5,039Net increase in cash and cash equivalents
    
    
    14
    
    
    
    81Cash and cash equivalents at beginning of period
    
    
    309
    
    
    
    101Cash and cash equivalents at end of period
    
    $
    323
    
    
    $
    182Supplemental disclosure of cash flow informationCash paid during the period for:Interest
    
    $
    265
    
    
    $
    279Income taxes
    
    $
    721
    
    
    $
    310Supplemental disclosure of non-cash financing activitiesEquipment acquired under capital leases
    
    $
    19
    
    
    $
    




---



##### 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
  D. Advertising
 Reporting on
Advertising Costs.




---



##### Table of Contents



E. Comprehensive Income
 Reporting Comprehensive Income
 F. Net Loss Per Share
  Three Months EndedMarch 31,
    
    March 31,2008
    
    2007Basic weighted average common shares outstanding
    
    
    5,105
    
    
    
    5,074Add: Dilutive effect of assumed stock option and
warrant exercises less potential incremental
shares purchased under the treasury method
    
    
    
    
    
    
    Diluted weighted average common shares outstanding
    
    
    5,105
    
    
    
    5,074
 G. Financing Agreements
 Revolving Credit Facility
    Senior Subordinated Notes Payable




---



##### Table of Contents



Cash and Cash Equivalents
  H. Income Taxes
 FIN 48, Accounting for Uncertainty in Income
Taxesan interpretation of FASB Statement No. 109
   I. Related Party Transactions




---



##### Table of Contents



J. Commitments and Contingencies
 Lease Commitments
  Accounting for Leases.
 Contingencies
    K. Subsequent Events
  Recent Accounting Pronouncements
 Fair Value Measurements




---



##### 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, 2007 (fiscal
2007) and in our subsequent periodic reports on Form 10-Q . We disclaim any intent or obligation to
update any forward-looking statement.
 Overview
   Consolidated Performance and Trends




---



##### Table of Contents



Results of Operations
  Three Months EndedMarch 31,
    
    March 31,2008
    
    2007Revenues, net
    
    
    100.0
    %
    
    
    100.0
    %Cost of revenues
    
    
    64.0
    
    
    
    64.0Gross profit
    
    
    36.0
    
    
    
    36.0Selling, general and administrative expenses
    
    
    37.3
    
    
    
    38.4Litigation settlement expense
    
    
    0.0
    
    
    
    3.8Loss from operations
    
    
    (1.3
    )
    
    
    (6.1
    )Interest expense, financing and other related costs, net
    
    
    1.9
    
    
    
    1.7Loss before income tax benefit
    
    
    (3.2
    )
    
    
    (7.8
    )Benefit for income taxes
    
    
    (1.2
    )
    
    
    (2.9
    )Net loss
    
    
    (2.0
    )%
    
    
    (4.9
    )%
  Three Months EndedMarch 31,
    
    
    March 31,2008
    
    
    2007Revenues, net  direct
    
    $
    13,497
    
    
    $
    14,874Revenues, net  retail stores
    
    
    4,158
    
    
    
    3,685Revenues, net  total
    
    $
    17,655
    
    
    $
    18,559Other operating data:Number of retail stores (1)
    
    
    10
    
    
    
    8Capital expenditures
    
    
    230
    
    
    
    418Gross profit margin
    
    
    36.0
    %
    
    
    36.0
    %Adjusted EBITDA(2)
    
    
    19
    
    
    
    (934
    )Adjusted EBITDA margin(2)
    
    
    0.1
    %
    
    
    (5.0
    )%
 
 (1)
    
    Includes nine Dover-branded stores and one Smith Brothers store; the March 31, 2008
store count includes the Charlottesville, VA Dover-branded store opened in Q2 2007, and the
Dallas, TX Dover-branded store opened in Q3 2007.(2)
    
    When we use the term Adjusted EBITDA, we are referring to net income minus interest
income plus interest expense, income taxes, non-cash stock-based compensation, depreciation
and amortization. We present Adjusted EBITDA because we consider it an important
supplemental measure of our performance and believe it is frequently used by securities
analysts, investors and other interested parties in the evaluation of companies in our
industry.




---



##### Table of Contents




    
    Adjusted EBITDA does not reflect our cash expenditures or future requirements for capital
expenditures or capital commitments;
 
    
    Adjusted EBITDA does not reflect changes in, or cash requirements for, our working
capital needs;
 
    
    Adjusted EBITDA does not reflect the interest expense or cash requirements necessary to
service interest or principal payments on our debt;
 
    
    although depreciation and amortization are non-cash charges, the assets being depreciated
and amortized will often have to be replaced in the future, and Adjusted EBITDA does not
reflect any cash requirements for such replacements;
 
    
    although stock-based compensation is a non-cash charge, additional stock options might be
granted in the future, which might have a future dilutive effect on
earnings and EPS; and
 
    
    other companies in our industry may calculate Adjusted EBITDA differently than we do,
limiting its usefulness as a comparative measure.
  Three Months EndedMarch 31,
2008
    
    
    March 31,
2007Net loss
    
    $
    (359
    )
    
    $
    (915
    )Depreciation
    
    
    196
    
    
    
    160Amortization of other intangible assets
    
    
    16
    
    
    
    17Stock-based compensation
    
    
    38
    
    
    
    26Interest expense, financing and other related costs, net
    
    
    333
    
    
    
    315Benefit for income taxes
    
    
    (205
    )
    
    
    (537
    )Adjusted EBITDA
    
    $
    19
    
    
    $
    (934
    )
 Three Months Ended March 31, 2008 Compared to the Three Months Ended March 31, 2007
 Revenues
  Gross Profit
  Selling, General and Administrative




---



##### Table of Contents



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




---



##### Table of Contents



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




---



##### Table of Contents



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.




---



##### Table of Contents



PART II. OTHER INFORMATION
 
 Item 1. Legal Proceedings.
   
 Item 1A. Risk Factors.
   Our market is highly competitive and we may not continue to compete successfully.




---



##### Table of Contents



If we cannot successfully execute our planned retail store expansion, our growth and profitability
would be adversely impacted.
   
    
    our ability to identify suitable locations in key markets with attractive demographics
and which offer attractive returns on our investments;
    
    the availability of suitable locations at price points consistent with our expansion
model;
    
    our ability to negotiate favorable lease and construction terms for such locations;
    
    our ability to execute sale/leaseback transactions on satisfactory terms, if at all;
    
    competition for such locations;
    
    the timely construction of such retail stores;
    
    our ability to receive local and state government permits and approvals in connection
with such locations;
    
    our ability to attract, train, and retain skilled and knowledgeable store personnel;
    
    our ability to provide a product mix that meets the needs of our customers; and
    
    favorable economic conditions.
  We may be unable to continue to open new stores and enter new markets successfully.




---



##### Table of Contents



Our operating results may be impacted by changes in the economy.
  A decline in discretionary consumer spending and related externalities could reduce our revenues.
   Our stock price may fluctuate based on market expectations.
  Technology failures and privacy and security breaches could adversely affect the companys
business.
  
 Item 2. Unregistered Sale of Equity Securities and Use of Proceeds.
  
 Item 3. Defaults Upon Senior Securities.
  
 Item 4. Submission of Matters to a Vote of Security Holders.
  
 Item 5. Other Information.




---



##### 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***3.6
    
    Amendment to By-Laws of the Company*4.1
    
    Shareholders Agreement, dated as of September 17, 1998, by and among the Company, Stephen L. Day, Jonathan
A.R. Grylls, David Post, Donald Motsenbocker, Thomas Gaines, David J. Powers, James F. Powers, and Michele R.
Powers*4.2
    
    First Amendment to Shareholders Agreement, dated as of August 29, 2003, by and among the Company, Stephen L.
Day, Jonathan A.R. Grylls, David Post, Thomas Gaines, David J. Powers, James F. Powers, and Michele R. Powers*4.3
    
    Second Amendment to Shareholders Agreement, dated as of August 25, 2005, by and among a majority in interest
of the Purchasers (as defined therein) and a majority in interest of the Sellers (as defined therein)*4.4
    
    Instrument of accession, dated as of September 16, 2005, signed by Citizens Ventures, Inc. and accepted by
the Company, to that certain Shareholders Agreement, dated as of September 17, 1998, by and among the Company
and the Shareholders referenced therein, as amended*4.5
    
    Form of Common Stock Certificate*4.6
    
    Warrant to purchase common stock of the Company issued to Patriot Capital Funding, Inc.*4.7
    
    Amended and Restated 11.50% Senior Secured Subordinated Note, dated September 16, 2005, issued jointly by the
Company, Dover Massachusetts and Smith Brothers, Inc. to Patriot Capital Funding, Inc.**4.8
    
    Mezzanine Promissory Note**4.9
    
    Specimen Common Stock Purchase Warrant**4.10
    
    Registration Rights Agreement




---



##### Table of Contents



Number
    
    Description*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*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.




---



##### Table of Contents



Number
    
    Description*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
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




---



##### Table of Contents



Number
    
    Description#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.^^^10.56
    
    First Amendment dated June 25, 2007 to Shopping Center Lease Agreement between Pavillion North, Ltd. and
Dover Saddlery Retail, Inc. which amends Exhibit 10.55 filed herewith+++10.57(7)
    
    Second Amendment and Extension of Lease Agreement dated August 30, 2007 between C.E. Holman Limited
Partnership, and Dover Saddlery Retail, Inc.+++10.58(6)
    
    Waiver and Amendment to Bank of America Loan Agreement dated November 9, 2007**10.59
    
    Loan and Security Agreement dated December 11, 2007 between RBS Citizens Bank N.A and Dover Saddlery, Inc.**10.60
    
    Revolving Credit Note dated December 11, 2007 between RBS Citizens Bank N.A. and Dover Saddlery, Inc.**10.61
    
    Intercreditor, Subordination and Standby Agreement dated December 11, 2007 between RBS Citizens Bank N.A. and
Dover Saddlery, Inc.**10.62
    
    Mezzanine Loan Agreement dated December 11, 2007 between BCA Mezzanine Fund, L.P. and Dover Saddlery, Inc.**10.63
    
    Mezzanine Security Agreement dated December 11, 2007 between BCA Mezzanine Fund, L.P. and Dover Saddlery, Inc.&10.64
    
    Stonewood Village Shopping Center Lease Agreement dated January 21, 2008 between Stonewood Partners, LLC and
Dover Saddlery Retail, Inc.&10.65
    
    Shopping Center Lease Agreement dated January 18, 2008 between Cedar Glen, LLC and Dover Saddlery Retail, Inc.#14.1(3)
    
    Code of Business Conduct and Ethics##21.1
    
    Subsidiaries of the Company*23.1
    
    Consent of Bingham McCutchen LLP (included in Exhibit 5.1)&23.2
    
    Consent of Ernst & Young LLP*23.3
    
    Consent of Preti Flaherty Beliveau Pachios & Haley PLLC (included in Exhibit 5.2)*24.1
    
    Power of Attorney^31.1
    
    Certification of Principal Executive Officer of Periodic Report Pursuant to Rule 13a-14(a) or Rule 15d-14(a)^31.2
    
    Certification of Principal Financial Officer of Periodic Report Pursuant to Rule 13a-14(a) or Rule 15d-14(a)^32.1
    
    Certification by Chief Executive Officer and Chief Financial Officer of Periodic Report Pursuant to 18 U.S.C.
Section 1350*99.1
    
    Consent of William F. Meagher, Jr.




---



##### Table of Contents



^
    
    Filed herewith*
    
    Incorporated by reference herein to the exhibits to the Companys Registration Statement on Form S-1 (File No.
333-127888)&
    
    Filed with the Companys Annual Report on Form 10-K for the year ended December 31, 2007 on March 31, 2008**
    
    Filed with the Companys Form 8-K Current Report on December 14, 2007***
    
    Filed with the Companys Form 8-K Current Report on December 28, 2007+++
    
    Filed with the Companys Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2007 on November
13, 2007^^^
    
    Filed with the Companys Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2007 on August 14, 2007###
    
    Filed with the Companys Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2007 on May 15, 2007##
    
    Filed with the Companys Annual Report on Form 10-K for the year ended December 31, 2006 on April 2, 2007#
    
    Filed with the Companys Annual Report on Form 10-K for the year ended December 31, 2005 on March 30, 2006++
    
    Filed with the Companys Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2006, on May 15, 2006^^
    
    Filed with the Companys Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2006 , on August 14, 2006+
    
    Filed with the Companys Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2006, on November
13, 2006
    
    Indicates a management contract or compensatory plan or arrangement(1)
    
    Amends Employment Agreement filed with the Companys Registration Statement on Form S-1 on August 26, 2005 as Exhibit
10.30(2)
    
    Amends Employment Agreement filed with the Companys Registration Statement on Form S-1 on August 26, 2005 as Exhibit
10.31(3)
    
    Amends and restates Code of Conduct and Ethics filed with the Companys Registration Statement on Form S-1/A on
October 2, 2005 as Exhibit 14.1(4)
    
    Amends Amended and Restated Loan Agreement dated as of December 11, 2003, with Fleet National Bank, filed with the
Companys Registration Statement on Form S-1 on August 26, 2005 as Exhibit 10.18(5)
    
    Amends Amended and Restated Senior Subordinated Note and Warrant Purchase Agreement dated as of September 16, 2005,
with Patriot Capital Funding, Inc., filed with the Companys Registration Statement on Form S-1/A on October 5, 2005
as Exhibit 10.32.(6)
    
    Pertains to Amended and Restated Loan Agreement dated as of December 11, 2003, with Fleet National Bank, filed with
the Companys Registration Statement on Form S-1 on August 26, 2005 as Exhibit 10.16(7)
    
    Amends Lease dated as of May 29, 1997, by and between Dover Massachusetts and CE Holman LLP, filed with the Companys
Registration Statement on Form S-1 on August 26, 2005 as Exhibit 10.6(8)
    
    Pertains to Amended and Restated Senior Subordinated Note and Warrant Purchase Agreement dated as of September 16,
2005, with Patriot Capital Funding, Inc., filed with the Companys Registration Statement on Form S-1/A on October 5,
2005 as Exhibit 10.32.




---



##### Table of Contents



(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.




---



##### Table of Contents



SIGNATURES
  DOVER SADDLERY, INC.Dated: May 14, 2008
    By:
    /s/   Michael W. BrunsMichael W. Bruns, Chief Financial Officer(Principal Financial Officer)




---



##### Table of Contents



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




---



##### Table of Contents



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




---



##### Table of Contents



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




---



##### Table of Contents



Number
    
    Description^^^10.54(9)
    
    Renewal of Lease for Shopping Center Space executed August 3, 2007 between Sequel Investors Limited
Partnership and Old Dominion Enterprises, Inc.^^^10.55
    
    Shopping Center Lease Agreement dated May 30, 2007 between Pavillion North, Ltd., and Dover Saddlery Retail,
Inc.^^^10.56
    
    First Amendment dated June 25, 2007 to Shopping Center Lease Agreement between Pavillion North, Ltd. and
Dover Saddlery Retail, Inc. which amends Exhibit 10.55 filed herewith+++10.57(7)
    
    Second Amendment and Extension of Lease Agreement dated August 30, 2007 between C.E. Holman Limited
Partnership, and Dover Saddlery Retail, Inc.+++10.58(6)
    
    Waiver and Amendment to Bank of America Loan Agreement dated November 9, 2007**10.59
    
    Loan and Security Agreement dated December 11, 2007 between RBS Citizens Bank N.A and Dover Saddlery, Inc.**10.60
    
    Revolving Credit Note dated December 11, 2007 between RBS Citizens Bank N.A. and Dover Saddlery, Inc.**10.61
    
    Intercreditor, Subordination and Standby Agreement dated December 11, 2007 between RBS Citizens Bank N.A. and
Dover Saddlery, Inc.**10.62
    
    Mezzanine Loan Agreement dated December 11, 2007 between BCA Mezzanine Fund, L.P. and Dover Saddlery, Inc.**10.63
    
    Mezzanine Security Agreement dated December 11, 2007 between BCA Mezzanine Fund, L.P. and Dover Saddlery, Inc.&10.64
    
    Stonewood Village Shopping Center Lease Agreement dated January 21, 2008 between Stonewood Partners, LLC and
Dover Saddlery Retail, Inc.&10.65
    
    Shopping Center Lease Agreement dated January 18, 2008 between Cedar Glen, LLC and Dover Saddlery Retail, Inc.#14.1(3)
    
    Code of Business Conduct and Ethics##21.1
    
    Subsidiaries of the Company*23.1
    
    Consent of Bingham McCutchen LLP (included in Exhibit 5.1)&23.2
    
    Consent of Ernst & Young LLP*23.3
    
    Consent of Preti Flaherty Beliveau Pachios & Haley PLLC (included in Exhibit 5.2)*24.1
    
    Power of Attorney^31.1
    
    Certification of Principal Executive Officer of Periodic Report Pursuant to Rule 13a-14(a) or Rule 15d-14(a)^31.2
    
    Certification of Principal Financial Officer of Periodic Report Pursuant to Rule 13a-14(a) or Rule 15d-14(a)^32.1
    
    Certification by Chief Executive Officer and Chief Financial Officer of Periodic Report Pursuant to 18 U.S.C.
Section 1350*99.1
    
    Consent of William F. Meagher, Jr.
 
 ^
    
    Filed herewith*
    
    Incorporated by reference herein to the exhibits to the Companys Registration Statement on Form S-1 (File No.
333-127888)&
    
    Filed with the Companys Annual Report on Form 10-K for the year ended December 31, 2007 on March 31, 2008**
    
    Filed with the Companys Form 8-K Current Report on December 14, 2007***
    
    Filed with the Companys Form 8-K Current Report on December 28, 2007




---



##### Table of Contents



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