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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, 2007
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
 Commission File Number 000-51624
 Dover Saddlery, Inc.
 (Exact name of registrant as specified in its charter)
 DELAWARE
(State of other jurisdiction of
    
    04-3438294
(I.R.S. Employer Identification No.)incorporation or organization)
 525 Great Road, Littleton, MA 01460
(Address of principal executive offices)
 (978) 952-8062 (Registrants telephone number, including area code)
  þ o
  o o þ
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DOVER SADDLERY, INC. AND SUBSIDIARIES
INDEX TO QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 2007
 PagePART I.
    
    FINANCIAL INFORMATIONItem 1.
    
    Financial Statements  (Un-audited)
    
    
    3Condensed Consolidated Balance Sheets --March 31, 2007 and December 31, 2006
    
    
    3Condensed Consolidated Statements of Operations --three months ended March 31, 2007 and 2006
    
    
    4Condensed Consolidated Statements of Cash Flows --three months ended March 31, 2007 and 2006
    
    
    5Notes to Condensed Consolidated Financial Statements
    
    
    6Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    9Item 3.
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    
    14Item 4.
    
    Controls and Procedures
    
    
    15PART II.
    
    OTHER INFORMATION
    
    
    15Item 1.
    
    Legal Proceedings
    
    
    15Item 1A.
    
    Risk Factors
    
    
    15Item 2.
    
    Use of Proceeds from Registered Securities
    
    
    18Item 3.
    
    Defaults Upon Senior Securities
    
    
    19Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    19Item 5.
    
    Other Information
    
    
    19Item 6.
    
    Exhibits
    
    
    19SIGNATURES
    
    
    24EXHIBIT INDEX
    
    
    25Ex-10.50 Waiver by Bank of America dated May 14, 2007Ex-10.51 Waiver and Consent by Patriot Capital Funding, Inc. dated May 15, 2007Ex-31.1 Certification of Principal Executive OfficerEx-31.2 Certificate of Principal Financial OfficerEx-32.1 Certification by Chief Executive Officer and Chief Financial Officer
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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 31,2007
    
    
    2006(Un-audited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    182
    
    
    $
    101Accounts receivable
    
    
    703
    
    
    
    795Inventory
    
    
    17,563
    
    
    
    14,811Prepaid catalog costs
    
    
    2,760
    
    
    
    2,133Prepaid expenses and other current assets
    
    
    1,397
    
    
    
    988Total current assets
    
    
    22,605
    
    
    
    18,828Net capital assets
    
    
    3,089
    
    
    
    2,832Other assets:Deferred income tax assets
    
    
    485
    
    
    
    297Other assets, net
    
    
    617
    
    
    
    642Goodwill
    
    
    14,267
    
    
    
    14,267Total other assets
    
    
    15,369
    
    
    
    15,206Total assets
    
    $
    41,063
    
    
    $
    36,866LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Current portion of capital lease obligations and short-term bank borrowings
    
    $
    1,399
    
    
    $
    1,768Accounts payable
    
    
    4,357
    
    
    
    3,508Accrued expenses and other current liabilities
    
    
    3,374
    
    
    
    3,355Income tax payable
    
    
    
    
    
    
    282Deferred income tax liability
    
    
    
    
    
    
    206Total current liabilities
    
    
    9,130
    
    
    
    9,119Long-term liabilities:Revolving line of credit
    
    
    11,000
    
    
    
    5,900Subordinated notes payable
    
    
    3,000
    
    
    
    3,000Capital lease obligation, net of current portion
    
    
    92
    
    
    
    117Total long-term liabilities
    
    
    14,092
    
    
    
    9,017Stockholders equityCommon Stock, par value $0.0001 per share; 15,000,000 shares authorized;
issued 5,074,344 as of March 31, 2007 and December 31, 2006
    
    
    1
    
    
    
    1Additional paid in capital
    
    
    43,913
    
    
    
    43,887Treasury stock, 795,865 shares at cost
    
    
    (6,082
    )
    
    
    (6,082
    )Accumulated deficit
    
    
    (19,991
    )
    
    
    (19,076
    )Total stockholders equity
    
    
    17,841
    
    
    
    18,730Total liabilities and stockholders equity
    
    $
    41,063
    
    
    $
    36,866
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DOVER SADDLERY, INC. AND SUBSIDIARIES
 
 Condensed Consolidated Statements of Operations
 (In thousands, except share data)
 (Un-audited)
 Three Months EndedMarch 31, 2007
    
    
    March 31, 2006Revenues, net
    
    $
    18,559
    
    
    $
    17,033Cost of revenues
    
    
    11,872
    
    
    
    11,059Gross profit
    
    
    6,687
    
    
    
    5,974Selling, general and administrative expenses
    
    
    7,124
    
    
    
    5,432Other non-recurring expense
    
    
    700
    
    
    
    Income (loss) from operations
    
    
    (1,137
    )
    
    
    542Interest expense, financing and other related costs
    
    
    315
    
    
    
    209Income (loss) before provision for income taxes
    
    
    (1,452
    )
    
    
    333Provision (benefit) for income taxes
    
    
    (537
    )
    
    
    137Net income (loss)
    
    $
    (915
    )
    
    $
    196Net income (loss) per shareBasic
    
    $
    (0.18
    )
    
    $
    0.04Diluted
    
    $
    (0.18
    )
    
    $
    0.04Number of shares used in per share calculationBasic
    
    
    5,074,000
    
    
    
    5,074,000Diluted
    
    
    5,074,000
    
    
    
    5,276,000
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DOVER SADDLERY, INC. AND SUBSIDIARIES
 
 Condensed Consolidated Statement of Cash Flows
 (In
thousands)(Un-audited)
 Three Months EndedMarch 31,
    
    
    March 31,2007
    
    
    2006Operating activities:Net income (loss)
    
    $
    (915
    )
    
    $
    196Adjustments to reconcile net income (loss) to net cash used in operating activitiesDepreciation and amortization
    
    
    177
    
    
    
    150Deferred income taxes
    
    
    (403
    )
    
    
    (1
    )Stock-based compensation
    
    
    26
    
    
    
    Non-cash interest expense and amortization of deferred finance fees
    
    
    36
    
    
    
    42Other non-recurring expense
    
    
    700
    
    
    
    Changes in current assets and liabilities:Accounts receivable
    
    
    92
    
    
    
    (753
    )Inventory
    
    
    (2,752
    )
    
    
    (551
    )Prepaid catalog costs and other expenses
    
    
    (1,027
    )
    
    
    (664
    )Accounts payable & short-term borrowings
    
    
    480
    
    
    
    (84
    )Accrued expenses and other current liabilities
    
    
    (963
    )
    
    
    (944
    )Net cash used in operating activities
    
    
    (4,549
    )
    
    
    (2,609
    )Investing activities:Purchases of property and equipment
    
    
    (418
    )
    
    
    (69
    )Change in other assets
    
    
    9
    
    
    
    (40
    )Net cash used in investing activities
    
    
    (409
    )
    
    
    (109
    )Financing activities:Borrowings under revolving line of credit
    
    
    5,100
    
    
    
    Payments of commitment and financing fees
    
    
    (35
    )
    
    
    (24
    )Payments on capital leases
    
    
    (26
    )
    
    
    (43
    )Net cash provided by (used in) financing activities
    
    
    5,039
    
    
    
    (67
    )Net increase (decrease) in cash and cash equivalents
    
    
    81
    
    
    
    (2,785
    )Cash and cash equivalents at beginning of period
    
    
    101
    
    
    
    2,887Cash and cash equivalents at end of period
    
    $
    182
    
    
    $
    102Supplemental disclosure of cash flow informationCash paid during the period for:Interest
    
    $
    279
    
    
    $
    192Income taxes
    
    $
    310
    
    
    $
    4
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DOVER SADDLERY, INC. AND SUBSIDIARIES
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 A. Nature of Business and Basis of Preparation
     B. Accounting for Stock-Based Compensation
 Share-Based Payment
   C. Inventory
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D. Advertising
 Reporting on
Advertising Costs.
 E. Comprehensive Income
  F. Net Income (Loss) Per Share
  Three Months EndedMarch 31,
    
    March 31,2007
    
    2006Basic weighted average common shares outstanding
    
    
    5,074
    
    
    
    5,074Add: Dilutive effect of assumed stock option
exercises less potential incremental shares purchased
under the treasury method
    
    
    
    
    
    
    202Diluted weighted average common shares outstanding
    
    
    5,074
    
    
    
    5,276
 G. Financing Agreements
 Revolving Credit Facility
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Subordinated Notes Payable
    H. Income Taxes
     I. Related Party Transactions
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J. Commitments and Contingencies
 Lease Commitments
   Contingencies
  Accounting for Contingencies
 K. Recent Accounting Pronouncements
 The Fair Value Option for Financial Assets and
Financial Liabilities  Including an Amendment of FASB Statement No. 115
 Fair Value Measurements (SFAS 157)
 
 Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.
 This Quarterly Report on Form 10-Q , including the following discussion, contains
forward-looking statements within the meaning of the Private Securities Litigation Reform Act of
1995 that involve substantial risks and uncertainties. For this purpose, any statements contained
herein that are not statements of historical fact may be deemed to be forward-looking statements.
Without limiting the generality of the foregoing, the words projected, anticipated, planned,
expected and similar expressions are intended to identify forward-looking statements. In
particular, statements regarding future financial targets or trends are forward-looking statements.
Forward-looking statements are not guarantees of our future financial performance, and undue
reliance should 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
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Item 1A. Risk Factors in our Annual Report on Form 10-K for the fiscal year ended December 31,
2006 (fiscal 2006). We disclaim any intent or obligation to update any forward-looking statements
 Overview
   Consolidated Performance and Trends
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Results of Operations
  Three Months EndedMarch 31, 2007
    
    March 31,
    2006Revenues, net
    
    
    100.0
    %
    
    
    100.0
    %Cost of revenues
    
    
    64.0
    
    
    
    64.9Gross profit
    
    
    36.0
    
    
    
    35.1Selling, general and administrative expenses
    
    
    38.4
    
    
    
    31.9Other non-recurring expense
    
    
    3.8
    
    
    
    Income (loss) from operations
    
    
    (6.1
    )
    
    
    3.2Interest expense, financing and other related costs
    
    
    1.7
    
    
    
    1.2Income (loss) before provision for income taxes
    
    
    (7.8
    )
    
    
    2.0Provision (benefit) for income taxes
    
    
    (2.9
    )
    
    
    0.8Net income (loss)
    
    
    (4.9
    )%
    
    
    1.2
    %
  Three Months EndedMarch 31
    
    
    March 312007
    
    
    2006Revenue, net  direct
    
    $
    14,874
    
    
    $
    14,963Revenue, net  retail stores
    
    
    3,685
    
    
    
    2,070Revenue, net  total
    
    $
    18,559
    
    
    $
    17,033Other operating data:Number of retail stores (2)
    
    
    8
    
    
    
    4Capital expenditures
    
    
    418
    
    
    
    69Gross profit margin
    
    
    36.0
    %
    
    
    35.1
    %EBITDA (3)
    
    
    (934
    )
    
    
    691EBITDA margin (3)
    
    
    (5
    )%
    
    
    4.1
    %
 
 (1)
    
    Applies to dollar references both in line item description and in tabular columns.(2)
    
    Does not include the fourth Dominion store closed for renovation during Q1 2007.
Includes the new Dover stores in Chantilly, VA, and Lexington, VA opened in Q1 2007.(3)
    
    When we use the term EBITDA, we are referring to net income minus interest income plus
interest expense, income taxes, non-cash stock-based compensation, depreciation and
amortization. We present EBITDA because we consider it an important supplemental measure of
our performance and believe it is frequently used by securities analysts, investors and
other interested parties in the evaluation of companies in our industry.  
    
    EBITDA does not reflect our cash expenditures or future requirements for capital
expenditures or capital commitments;
    
    EBITDA does not reflect changes in, or cash requirements for, our working capital
needs;
    
    EBITDA does not reflect the interest expense or cash requirements necessary to service
interest or principal payments on our debt;
    
    although depreciation and amortization are non-cash charges, the assets being
depreciated and amortized will often have to be replaced in the future, and EBITDA does not
reflect any cash requirements for such replacements; and
    
    other companies in our industry may calculate EBITDA differently than we do, limiting
its usefulness as a comparative measure.
  Three Months EndedMarch 31,
    
    
    March 31,2007
    
    
    2006Net income (loss)
    
    $
    (915
    )
    
    $
    196Depreciation
    
    
    160
    
    
    
    111Amortization of other intangible assets
    
    
    17
    
    
    
    38Amortization of deferred stock-based compensation
    
    
    26
    
    
    
    Interest expense and other related financing costs; net
    
    
    315
    
    
    
    209Provision (benefit) for income taxes
    
    
    (537
    )
    
    
    137EBITDA
    
    $
    (934
    )
    
    $
    691
 Three Months Ended March 31, 2007 Compared To Three Months Ended March 31, 2006
 Revenues
  Gross Profit
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Selling, General and Administrative
  Other Non-Recurring Expense
  Interest Expense
  Income Tax Provision
  Net Income (Loss)
  Seasonality and Quarterly Fluctuations
   Liquidity and Capital Resources
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Operating Activities
  Investing Activities
  Financing Activities
  Revolving Credit Facility
  Senior
Subordinated Note and Warrant
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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
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Item 4. Controls and Procedures.
    
 PART II. OTHER INFORMATION
 
 Item 1. Legal Proceedings.
   Accounting for Contingencies
 
 Item 1A. Risk Factors.
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Technology failures and privacy and security breaches could adversely affect the companys
business.
  Our market is highly competitive and we may not continue to compete successfully.
  We may be unable to continue to open new stores and enter new markets successfully.
  Our growth may strain operations, which could adversely affect our business and financial results.
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Our operating results may be impacted by changes in the economy.
  A decline in discretionary consumer spending and related externalities could reduce our revenues.
   Our quarterly operating results are subject to significant fluctuation.
  If
businesses we acquire do not perform as well as we expect or have liabilities that we are not
aware of, we could suffer consequences that would substantially reduce our revenues, earnings and
cash flows.
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Material changes in cash flow and debt levels may adversely affect our growth and credit facilities.
  Our stock price may fluctuate based on market expectations.
  The future sale of shares of our common stock may negatively impact our stock price.
  Our shareholders may experience dilution in their ownership positions.
  In addition to causing dilution, stock option grants increase compensation expense and may
negatively impact our stock price.
  
 Item 2. Use of Proceeds from Registered Securities.
  Gross IPO proceeds
    
    $
    14,700Less: Underwriter discount
    
    
    (700
    )Less: Professional fees and transaction costs
    
    
    (1,600
    )Net proceeds(1)
    
    $
    12,400Inventory for new stores
    
    
    (1,000
    )Purchase of
leasehold improvements and equipment
    
    
    (1,600
    )Acquisition of other businesses
    
    
    (1,500
    )Repayment of indebtedness
    
    
    (8,300
    )Balance
    
    $
    
 
 (1)
    
    None of our net proceeds were paid directly or indirectly to directors, officers, persons
owning ten percent or more of our equity securities, or affiliates. - 18 -




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Item 3. Defaults Upon Senior Securities.
  
 Item 4. Submission of Matters to a Vote of Security Holders.
  
 Item 5. Other Information.
   
 Item 6. Exhibits.
 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
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Number
    
    Description*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.
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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 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
 - 21 -




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##### 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#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, 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 - 22 -




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##### Table of Contents



(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. - 23 -




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##### Table of Contents



SIGNATURES
  DOVER SADDLERY, INC.Dated: May 15, 2007
    By:
    /s/   Michael W. BrunsMichael W. Bruns, Chief Financial Officer(Principal Financial Officer) - 24 -




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##### 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*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
 - 25 -




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##### Table of Contents



Number
    
    Description*10.10
    
    Lease, dated as of June 22, 2002, by and between Hockessin Square, L.L.C. and Dover Massachusetts*10.11
    
    Letter dated January 25, 2005 from the Company to Hockessin Square, L.L.C. regarding lease extension*10.12
    
    Lease, dated as of November 24, 2003, by and between North Conway Holdings, Inc. and Dover Massachusetts*10.13
    
    Stock Purchase Agreement, dated as of August 14, 1998, by and among the Company, James F. Powers, David J.
Powers and Michele R. Powers*10.14
    
    First Amendment to Stock Purchase Agreement, dated as of August 14, 1998, by and among the Company, James F.
Powers, David J. Powers and Michele R. Powers*10.15
    
    Amendment to Stock Purchase Agreement, dated as of September 17, 1998, by and among the Company, James F.
Powers, David J. Powers and Michele R. Powers*10.16
    
    Amended and Restated Loan Agreement, dated as of December 11, 2003, by and between Dover Massachusetts and
Fleet National Bank*10.17
    
    Amendment to Loan Agreement, dated as of December 11, 2003, by and between Dover Massachusetts and Fleet
National Bank*10.18
    
    Amended and Restated Security Agreement, dated as of December 11, 2003, by and between Dover Massachusetts
and Fleet National Bank*10.19
    
    Amended and Restated Pledge Agreement, dated as of December 11, 2003, by and between the Company and Fleet
National Bank*10.20
    
    Shareholder Pledge Agreement, dated as of September 17, 1998, by and among Stephen L. Day, Jonathan A.R.
Grylls, David J. Powers, James F. Powers, Michele R. Powers and BankBoston, N.A.*10.21
    
    Amended and Restated Revolving Credit Note, dated as of December 11, 2003, by Dover Massachusetts for the
benefit of Fleet National Bank*10.22
    
    Letter agreement, dated as of September 16, 2005, by and between Dover Massachusetts and Bank of America,
N.A. (successor by merger to Fleet National Bank)*10.23
    
    Security Agreement, dated as of December 11, 2003, by and between Smith Brothers, Inc. and Fleet National Bank*10.24
    
    Guaranty, dated as of December 11, 2003, by Smith Brothers, Inc. to Fleet National Bank*10.25
    
    Redemption Agreement, dated as of August 25, 2005, by and between the Company and Citizens Ventures, Inc.*10.26
    
    Letter agreement, dated as of September 14, 2005, by and between the Company and Citizens Ventures, Inc.,
amending that certain Redemption Agreement, dated as of August 26, 2005, by and between the Company and
Citizens Ventures, Inc.*10.27
    
    License Agreement, dated as of February 10, 2003, by and between Weatherbeeta PTY LTD and the Company*10.28
    
    Settlement Agreement, dated as of December 22, 2003, by and between Libertyville Saddle Shop, Inc. and the
Company*10.29
    
    Employment Agreement, dated as of September 1, 2005, by and between Stephen L. Day and the Company*10.30
    
    Employment Agreement, dated as of September 1, 2005, by and between Jonathan A.R. Grylls and the Company*10.31
    
    Amended and Restated Subordination Agreement, dated as of September 16, 2005, by and among Bank of America,
N.A. (successor by merger to Fleet National Bank), Patriot Capital Funding, Inc. (successor in interest to
Wilton Funding, LLC) and Dover Massachusetts, acknowledged by the Company and Smith Brothers, Inc.*10.32
    
    Amended and Restated Senior Subordinated Note and Warrant Purchase Agreement, dated as of September 16, 2005,
by and among the Company, Dover Massachusetts, Smith Brothers, Inc., Patriot Capital Funding, Inc. and the
Purchasers referenced therein
 - 26 -




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##### Table of Contents



Number
    
    Description*10.33
    
    Amended and Restated Security Agreement, dated as of September 16, 2005, by and among the Company, Dover
Massachusetts, Smith Brothers, Inc. and Patriot Capital Funding, Inc.#10.34(1)
    
    Amendment No. 1 to the Employment Agreement dated as of September 1, 2005 with Stephen L. Day#10.35(2)
    
    Amendment No. 1 to the Employment Agreement dated as of September 1, 2005 with Jonathan A.R. Grylls#10.36(4)
    
    Second Amendment dated as of March 28, 2006 to Amended and Restated Loan Agreement with Bank of America#10.37(5)
    
    Amendment No. 1 dated as of March 28, 2006 to Amended and Restated Senior Subordinated Note and Warrant
Purchase Agreement with Patriot Capital Funding, Inc.++10.38
    
    Agreement of Lease dated March 29, 2006 by and between the Company and Sparks Lot Seven, LLC^^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 as of May 15, 2007#14.1(3)
    
    Code of Business Conduct and Ethics##21.1
    
    Subsidiaries of the Company*23.1
    
    Consent of Bingham McCutchen LLP (included in Exhibit 5.1)##23.2
    
    Consent of Ernst & Young LLP*23.3
    
    Consent of Preti Flaherty Beliveau Pachios & Haley PLLC (included in Exhibit 5.2)*24.1
    
    Power of Attorney^31.1
    
    Certification of Principal Executive Officer of Periodic Report Pursuant to Rule 13a-14(a) or Rule 15d-14(a)^31.2
    
    Certification of Principal Financial Officer of Periodic Report Pursuant to Rule 13a-14(a) or Rule 15d-14(a)
 - 27 -




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##### Table of Contents



Number
    
    Description^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, 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. - 28 -