##### 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, 2006
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
 Commission File Number 000-51624
 DOVER SADDLERY, Inc.
 (Exact name of registrant as specified in its charter)
 DELAWARE
    
    04-3438294(State of other jurisdiction of
incorporation or organization)
    
    (I.R.S. Employer Identification No.)
 525 Great Road, Littleton, MA 01460
(Address of principal executive offices)
 (978) 952-8062 (Registrants telephone number, including area code)
  þ o
  Large accelerated filer   o
    
    Accelerated filer   o
    
    Non-accelerated filer   þ
  o þ




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##### Table of Contents



DOVER SADDLERY, INC. AND SUBSIDIARIES
 INDEX TO QUARTERLY REPORT ON FORM 10-Q
 FOR THE QUARTER ENDED MARCH 31, 2006
 PagePART I  FINANCIAL INFORMATION
    
    
    3Item 1.
    
    Condensed Consolidated Financial Statements (unaudited)
    
    
    3Consolidated Balance Sheets at March 31, 2006 and December 31, 2005
    
    
    3Consolidated Statements of Operations for the three months ended March 31, 2006 and March 31, 2005
    
    
    4Consolidated Statements of Cash Flows for the three months ended March 31, 2006 and March 31, 2005
    
    
    5Notes to Condensed Consolidated Financial Statements
    
    
    6Item 2.
    
    Management's Discussion and Analysis of Financial Condition and Results of Operations
    
    
    10Item 3.
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    
    14Item 4.
    
    Controls and Procedures
    
    
    14PART II  OTHER INFORMATION
    
    
    16Item 1.
    
    Legal Proceedings
    
    
    16Item 1A
    
    Risk Factors
    
    
    16Item 2
    
    Use of Proceeds from Registered Securities
    
    
    17Item 6.
    
    Exhibits
    
    
    17SIGNATURES
    
    
    20Ex-10.38 Agreement of Lease dated March 29, 2006Ex-31.1 Section 302 Certification of CEOEx-31.2 Section 302 Certification of CFOEx-32.1 Section 906 Certification of CEO & CFO
 2




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##### Table of Contents



PART IFINANCIAL INFORMATION
 
 Item 1. Condensed Consolidated Financial Statements
 DOVER SADDLERY, INC. AND SUBSIDIARIES
 
 CONSOLIDATED BALANCE SHEETS
(in thousands, except share amounts)
 March 31, 2006
    
    
    December 31, 2005(Unaudited)Current assets:Cash and cash equivalents
    
    $
    102
    
    
    $
    2,887Accounts receivable
    
    
    913
    
    
    
    160Inventory
    
    
    10,623
    
    
    
    10,072Prepaid catalog costs
    
    
    2,550
    
    
    
    1,601Prepaid expenses and other current assets
    
    
    851
    
    
    
    1,136Total current assets
    
    
    15,039
    
    
    
    15,856Property, Plant & Equipment
    
    
    1,687
    
    
    
    1,729Other assets:Deferred income tax assets
    
    
    254
    
    
    
    254Other assets, net
    
    
    684
    
    
    
    703Goodwill
    
    
    13,135
    
    
    
    13,135Total other assets
    
    
    14,073
    
    
    
    14,092Total assets
    
    $
    30,799
    
    
    $
    31,677Current liabilities:Current portion of capital lease obligations
    
    $
    171
    
    
    $
    171Accounts payable
    
    
    2,546
    
    
    
    2,629Accrued expenses and other current liabilities
    
    
    2,005
    
    
    
    2,949Deferred income tax liability
    
    
    273
    
    
    
    274Total current liabilities
    
    
    4,995
    
    
    
    6,023Long-term liabilities:Revolving line of credit
    
    
    5,000
    
    
    
    5,000Subordinated notes payable
    
    
    3,000
    
    
    
    3,000Capital lease obligation, net of current portion
    
    
    229
    
    
    
    272Total long-term liabilities
    
    
    8,229
    
    
    
    8,272Stockholders equity:Common Stock, par value $0.0001 per share;
15,000,000 shares authorized, issued 5,074,344
as of March 31, 2006 and December 31, 2005
    
    
    1
    
    
    
    1Additional paid in capital
    
    
    43,883
    
    
    
    43,883Accumulated other comprehensive income
    
    
    46
    
    
    
    48Treasury Stock, 795,865 shares at cost
    
    
    (6,082
    )
    
    
    (6,082
    )Accumulated deficit
    
    
    (20,273
    )
    
    
    (20,468
    )17,575
    
    
    
    17,382Total liabilities and stockholders equity
    
    $
    30,799
    
    
    $
    31,677
  3




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DOVER SADDLERY, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 (in thousands, except per share data)
 (unaudited)
 Three Months EndedMarch 31, 2006
    
    
    March 31, 2005Net sales
    
    $
    17,033
    
    
    $
    14,245Cost of products and merchandising
    
    
    11,059
    
    
    
    9,172Gross margin
    
    
    5,974
    
    
    
    5,073Selling, general and administrative expenses
    
    
    5,432
    
    
    
    4,546Operating income
    
    
    542
    
    
    
    527Interest expense, net
    
    
    209
    
    
    
    392Income before taxes
    
    
    333
    
    
    
    135Income tax provision
    
    
    137
    
    
    
    99Net income
    
    $
    196
    
    
    $
    36Earnings per share:Basic
    
    $
    0.04
    
    
    $
    0.00Diluted
    
    $
    0.04
    
    
    $
    0.00Weighted average shares outstanding:Basic
    
    
    5,074
    
    
    
    3,023Diluted
    
    
    5,276
    
    
    
    4,553
  4




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DOVER SADDLERY, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
 (unaudited)
 March 31,2006
    
    
    2005Operating activitiesNet income
    
    $
    196
    
    
    $
    36Adjustments to reconcile net income to net cash used in operating activities:Depreciation and amortization
    
    
    150
    
    
    
    162Deferred income taxes
    
    
    (1
    )
    
    
    Amortization of stock based compensation
    
    
    
    
    
    
    91Non-cash interest expense and amortization of deferred finance fees
    
    
    42
    
    
    
    99Changes in current assets and liabilities:
    
    
    
    
    
    
    Accounts receivable
    
    
    (753
    )
    
    
    (725
    )Inventory
    
    
    (551
    )
    
    
    (530
    )Prepaid catalog costs and other expenses
    
    
    (664
    )
    
    
    (1,031
    )Accounts payable & short term borrowings
    
    
    (84
    )
    
    
    886Accrued expenses and other current liabilities
    
    
    (944
    )
    
    
    (770
    )Net cash used in operating activities
    
    
    (2,609
    )
    
    
    (1,782
    )Investing activitiesPurchases of property and equipment
    
    
    (69
    )
    
    
    (411
    )Change in other assets
    
    
    (40
    )
    
    
    (34
    )Cash used in investing activities
    
    
    (109
    )
    
    
    (445
    )Financing activitiesBorrowings under revolving line of credit
    
    
    
    
    
    
    3,600Payments under revolving line of credit
    
    
    
    
    
    
    (1,400
    )Payments of commitment and financing fees
    
    
    (24
    )
    
    
    Payments on capital leases
    
    
    (43
    )
    
    
    24Net cash provided by (used in) financing activities
    
    
    (67
    )
    
    
    2,224Net decrease in cash and cash equivalents
    
    
    (2,785
    )
    
    
    (3
    )Cash and cash equivalents at beginning of period
    
    
    2,887
    
    
    
    64Cash and cash equivalents at end of period
    
    $
    102
    
    
    $
    61Supplemental disclosure of cash flow informationCash paid during the period for:Interest
    
    $
    192
    
    
    $
    293Income taxes
    
    $
    4
    
    
    $
    247Supplemental disclosure of non-cash financing activitiesEquipment acquired under capital leases
    
    $
    
    
    
    $
    75
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DOVER SADDLERY, INC. AND SUBSIDIARIES
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (unaudited)
 A. Nature of business and basis of preparation:
    B. Accounting for stock-based compensation:
 Share Based Payment Accounting for Stock issued to Employees Accounting for Stock Based Compensation
  For the three months endedMarch 31, 2005Net income, as reported
    
    $
    36Add: Employee stock-based
compensation expense included in
reported net income
    
    $
    91Deduct: Stock-based compensation
expense determined under fair
value-based method for all employee
awards
    
    $
    (91
    )Pro forma net income
    
    $
    36Pro forma net income per shareBasic
    
    $
    0.00Diluted
    
    $
    0.00
   6




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DOVER SADDLERY, INC. AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 C. Inventory:
  D. Advertising
 Reporting on
Advertising Costs.
 E. Comprehensive Income
  For the Three Months ended March 31(in thousands)2006
    
    2005Net income
    
    $
    196
    
    
    $
    36Unrealized
(loss) gain on interest rate swap, net of tax
    
    
    (2
    )
    
    
    24Net comprehensive income
    
    $
    194
    
    
    $
    60
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DOVER SADDLERY, INC. AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 F. Earnings per share:
  For the Three Months EndedMarch 312006
    
    
    2005Basic weighted average common
shares outstanding
    
    
    5,074
    
    
    
    3,023Add: Dilutive effect of convertible
preferred stock
    
    
    
    
    
    
    1,338Dilutive effect of
assumed stock
option and warrant
exercises less
potential
incremental shares
purchased under the
treasury method
    
    
    202
    
    
    
    192Diluted weighted average commons
shares outstanding
    
    
    5,276
    
    
    
    4,553
  For the Three MonthsEnded March 312006
    
    
    2005Net income
    
    $
    196
    
    
    $
    36Preferred stock dividends
    
    
    
    
    
    
    (40
    )Net income (loss) available to common
stockholders
    
    $
    196
    
    
    $
    (4
    )
 G. Debt:
  Revolving Credit Facility
   8




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DOVER SADDLERY, INC. AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
   Subordinated Notes Payable
   H. Commitments and contingencies:
 Lease commitments
   Contingencies
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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 This Quarterly Report on Form 10-Q, including the following discussion, contains forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve
substantial risks and uncertainties. For this purpose, any statements contained herein that are not
statements of historical fact may be deemed to be forward-looking statements. Without limiting the
generality of the foregoing, the words projected, anticipated, planned, expected and
similar expressions are intended to identify forward-looking statements. In particular, statements
regarding future financial targets or trends are forward-looking statements. Forward-looking
statements are not guarantees of our future financial performance, and undue reliance should not be
placed on them. Our actual results, performance or achievements may differ significantly from the
results, performance or achievements discussed in or implied by the forward-looking statements.
Factors that could cause such a difference are detailed in Item 1A. Risk Factors in our Annual Report
on Form 10-K for the fiscal year ended December 31, 2005 (fiscal 2005). We disclaim any intent or
obligation to update any forward-looking statements.
 Overview
  Results of Operations
  Three Months EndedMarch 31,
    
    March 31,2006
    
    2005Net sales
    
    
    100.0
    %
    
    
    100.0
    %Cost of products and merchandising
    
    
    64.9
    
    
    
    64.4Gross margin
    
    
    35.1
    
    
    
    35.6Selling, general and administrative expenses
    
    
    31.9
    
    
    
    31.9Operating income
    
    
    3.2
    
    
    
    3.7Interest income
    
    
    0.2
    
    
    
    0.0Interest expense
    
    
    1.4
    
    
    
    2.8Interest expense, net
    
    
    1.2
    
    
    
    2.8Income before taxes
    
    
    2.0
    
    
    
    0.9Income tax provision
    
    
    0.8
    
    
    
    0.7Net income
    
    
    1.2
    %
    
    
    0.2
    %
 10




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Three Months Ended(in thousands)March 31,
    
    
    March 31,2006
    
    
    2005Revenue, net  direct
    
    $
    14,963
    
    
    $
    12,875Revenue, net  retail stores
    
    
    2,070
    
    
    
    1,370Revenue, net  total
    
    $
    17,033
    
    
    $
    14,245Other operating data:Number of retail stores
    
    
    4
    
    
    
    3Capital expenditures
    
    $
    69
    
    
    $
    411Gross profit margin
    
    
    35.1
    %
    
    
    35.6
    %EBITDA (1)
    
    $
    691
    
    
    $
    780EBITDA margin (1)
    
    
    4.1
    %
    
    
    5.5
    %
 
 (1)
    
    When we use the term EBITDA, we are referring to net income minus interest
income plus interest expense, income taxes and 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. Comparison of First Quarter Fiscal 2006 to First Quarter Fiscal 2005
 Revenues
  Gross Profit
  Selling, General and Administrative
  Interest Expense
  11




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Income Tax Provision
  Net Income
  Seasonality and Quarterly Fluctuations
   Liquidity and Capital Resources
  Operating Activities
  Investing Activities
  Financing Activities
  12




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Revolving Credit Facility




Senior Subordinated Note and Warrant




Working Capital and Capital Expenditure Needs




Critical Accounting Policies and Estimates




Recent Accounting Pronouncements


13




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Item 3. Quantitative and Qualitative Disclosures about Market Risk






Foreign Currency Risk




Interest Rate Sensitivity









Item 4. Controls and Procedures


14




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15




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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.
 We may be unable to continue to open new stores and enter new markets successfully.
 16




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Our growth may continue to strain operations, which could adversely affect our business and
financial results.
 Our operating results may be impacted by changes in the economy.
 Our stock price may fluctuate based on market expectations.
 Our quarterly operating results are subject to significant fluctuation.
 
 Item 2. Use of Proceeds from Registered Securities
  
 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)
 17




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Number
    
    Description*4.4
    
    Instrument of accession, dated as of September 16, 2005, signed by Citizens Ventures, Inc. and accepted by the
Company, to that certain Shareholders Agreement, dated as of September 17, 1998, by and among the Company and the
Shareholders referenced therein, as amended*4.5
    
    Form of Common Stock Certificate*4.6
    
    Warrant to purchase common stock of the Company issued to Patriot Capital Funding, Inc.*4.7
    
    Amended and Restated 11.50% Senior Secured Subordinated Note, dated September 16, 2005, issued jointly by the
Company, Dover Massachusetts and Smith Brothers, Inc. to Patriot Capital Funding, LLC I*5.1
    
    Opinion of Bingham McCutchen LLP*5.2
    
    Opinion of Preti Flaherty Beliveau Pachios & Haley LLP*10.1
    
    1999 Stock Option Plan (the 1999 Plan)*10.2
    
    Form of Stock Option Agreement under the 1999 Plan*10.3
    
    2005 Equity Incentive Plan (the 2005 Plan)*10.4
    
    Form of Stock Option Agreement under the 2005 Plan*10.5
    
    Form of Restricted Stock Award Agreement under the 2005 Plan*10.6
    
    Lease, dated as of May 29, 1997, by and between Dover Massachusetts and CE Holman, LLP*10.7
    
    Lease, dated as of October 12, 2001, by and between David F. Post and Dover Massachusetts*10.8
    
    Lease, dated as of March 1, 2003, by and between Smith Brothers, Inc. and JDS Properties, LLC*10.9
    
    Letter dated February 9, 2005 from the Company to JDS Properties, LLC regarding lease extension*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
 18




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##### Table of Contents



Number
    
    Description*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#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.
 
 *
    
    Incorporated by reference herein to the exhibits to the Companys Registration Statement on Form S-1 (File No. 333-127888)**
    
    Incorporated by reference to the exhibit to the Companys Registration Statement on Form S-8 on April 3, 2006#
    
    Filed with the Companys Annual Report on Form 10-K for the Fiscal Year Ending December 31, 2005, on March 30, 2006^
    
    Filed herewith
    
    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. Certifications31.1
    
    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
 19




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SIGNATURES
  DOVER SADDLERY, INC.Dated: May 15, 2006
    
    By:
    
    /s/ Michael W. BrunsMichael W. Bruns, Chief Financial Officer(Principal Financial Officer and Duly Authorized Officer)
 20




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DOVER SADDLERY, INC. AND SUBSIDIARIES
 FORM 10-Q
 FOR THE QUARTER ENDED MARCH 31, 2006
 EXHIBIT INDEX
 Number
    
    Description*1.1
    
    Form of Underwriting Agreement*3.1
    
    Amended and Restated Certificate of Incorporation of the Company*3.2
    
    Certificate of Amendment to Certificate of Incorporation of the Company*3.3
    
    Second Amended and Restated Certificate of Incorporation of the Company to be filed upon completion of this offering*3.4
    
    By-laws of the Company*3.5
    
    Amended and Restated By-laws of the Company to be effective upon completion of this offering*4.1
    
    Shareholders Agreement, dated as of September 17, 1998, by and among the Company, Stephen L. Day, Jonathan A.R.
Grylls, David Post, Donald Motsenbocker, Thomas Gaines, David J. Powers, James F. Powers, and Michele R. Powers*4.2
    
    First Amendment to Shareholders Agreement, dated as of August 29, 2003, by and among the Company, Stephen L. Day,
Jonathan A.R. Grylls, David Post, Thomas Gaines, David J. Powers, James F. Powers, and Michele R. Powers*4.3
    
    Second Amendment to Shareholders Agreement, dated as of August 25, 2005, by and among a majority in interest of the
Purchasers (as defined therein) and a majority in interest of the Sellers (as defined therein)*4.4
    
    Instrument of accession, dated as of September 16, 2005, signed by Citizens Ventures, Inc. and accepted by the
Company, to that certain Shareholders Agreement, dated as of September 17, 1998, by and among the Company and the
Shareholders referenced therein, as amended*4.5
    
    Form of Common Stock Certificate*4.6
    
    Warrant to purchase common stock of the Company issued to Patriot Capital Funding, Inc.*4.7
    
    Amended and Restated 11.50% Senior Secured Subordinated Note, dated September 16, 2005, issued jointly by the
Company, Dover Massachusetts and Smith Brothers, Inc. to Patriot Capital Funding, LLC I*5.1
    
    Opinion of Bingham McCutchen LLP*5.2
    
    Opinion of Preti Flaherty Beliveau Pachios & Haley LLP*10.1
    
    1999 Stock Option Plan (the 1999 Plan)*10.2
    
    Form of Stock Option Agreement under the 1999 Plan*10.3
    
    2005 Equity Incentive Plan (the 2005 Plan)*10.4
    
    Form of Stock Option Agreement under the 2005 Plan*10.5
    
    Form of Restricted Stock Award Agreement under the 2005 Plan*10.6
    
    Lease, dated as of May 29, 1997, by and between Dover Massachusetts and CE Holman, LLP*10.7
    
    Lease, dated as of October 12, 2001, by and between David F. Post and Dover Massachusetts*10.8
    
    Lease, dated as of March 1, 2003, by and between Smith Brothers, Inc. and JDS Properties, LLC*10.9
    
    Letter dated February 9, 2005 from the Company to JDS Properties, LLC regarding lease extension*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
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##### Table of Contents



Number
    
    Description*10.18
    
    Amended and Restated Security Agreement, dated as of December 11, 2003, by and between Dover
Massachusetts and Fleet National Bank*10.19
    
    Amended and Restated Pledge Agreement, dated as of December 11, 2003, by and between the Company
and Fleet National Bank*10.20
    
    Shareholder Pledge Agreement, dated as of September 17, 1998, by and among Stephen L. Day, Jonathan
A.R. Grylls, David J. Powers, James F. Powers, Michele R. Powers and BankBoston, N.A.*10.21
    
    Amended and Restated Revolving Credit Note, dated as of December 11, 2003, by Dover Massachusetts
for the benefit of Fleet National Bank*10.22
    
    Letter agreement, dated as of September 16, 2005, by and between Dover Massachusetts and Bank of
America, N.A. (successor by merger to Fleet National Bank)*10.23
    
    Security Agreement, dated as of December 11, 2003, by and between Smith Brothers, Inc. and Fleet
National Bank*10.24
    
    Guaranty, dated as of December 11, 2003, by Smith Brothers, Inc. to Fleet National Bank*10.25
    
    Redemption Agreement, dated as of August 25, 2005, by and between the Company and Citizens
Ventures, Inc.*10.26
    
    Letter agreement, dated as of September 14, 2005, by and between the Company and Citizens Ventures,
Inc., amending that certain Redemption Agreement, dated as of August 26, 2005, by and between the
Company and Citizens Ventures, Inc.*10.27
    
    License Agreement, dated as of February 10, 2003, by and between Weatherbeeta PTY LTD and the
Company*10.28
    
    Settlement Agreement, dated as of December 22, 2003, by and between Libertyville Saddle
Shop, Inc. and the Company*10.29
    
    Employment Agreement, dated as of September 1, 2005, by and between Stephen L. Day and the
Company*10.30
    
    Employment Agreement, dated as of September 1, 2005, by and between Jonathan A.R. Grylls and
the Company*10.31
    
    Amended and Restated Subordination Agreement, dated as of September 16, 2005, by and among
Bank of America, N.A. (successor by merger to Fleet National Bank), Patriot Capital Funding,
Inc. (successor in interest to Wilton Funding, LLC) and Dover Massachusetts, acknowledged by
the Company and Smith Brothers, Inc.*10.32
    
    Amended and Restated Senior Subordinated Note and Warrant Purchase Agreement, dated as of
September 16, 2005, by and among the Company, Dover Massachusetts, Smith Brothers, Inc.,
Patriot Capital Funding, Inc. and the Purchasers referenced therein*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#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.
 
 *
    
    Incorporated by reference herein to the exhibits to the Companys Registration Statement on Form S-1 (File No. 333-127888)**
    
    Incorporated by reference to the exhibit to the Companys Registration Statement on Form S-8 on April 3, 2006#
    
    Filed with the Companys Annual Report on Form 10-K for the Fiscal Year Ending December 31, 2005, on March 30, 2006^
    
    Filed herewith
    
    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. 22




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##### Table of Contents



Certifications:
 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
 23