##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 
 FORM 10-Q
 
 (Mark One)
 þ
    
    Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the quarterly period ended September 30, 2007
 or
 o
    
    Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 Commission File Number: 001-33685
 
 COMPELLENT TECHNOLOGIES, INC.
 (Exact name of registrant as specified in its charter)
 
 Delaware
    
    37-1434895(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification No.)
 7625 Smetana Lane
Eden Prairie, Minnesota 55344
(952) 294-3300
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
 
 o þ
  o o þ
 o þ




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##### 



COMPELLENT TECHNOLOGIES, INC.
 FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2007
 INDEX
  
 PagePART I  FINANCIAL INFORMATIONItem 1.
    
    Financial StatementsBalance Sheets  As of September 30, 2007 and December 31, 2006
    
    
    3Statements of Operations  Three and Nine Months Ended September 30, 2007 and 2006
    
    
    4Statements of Cash Flows  Nine Months Ended September 30, 2007 and 2006
    
    
    5Notes to Financial Statements
    
    
    6Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    15Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    23Item 4.
    
    Controls and Procedures
    
    
    23PART II  OTHER INFORMATIONItem 1.
    
    Legal Proceedings
    
    
    24Item 1A.
    
    Risk Factors
    
    
    24Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    38Item 3.
    
    Defaults Upon Senior Securities
    
    
    39Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    39Item 5.
    
    Other Information
    
    
    40Item 6.
    
    Exhibits
    
    
    40Signatures
    
    
    41Certification of Chief Executive OfficerCertification of Chief Financial OfficerCertification of CEO and CFO
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PART I  FINANCIAL INFORMATION
 
 Item 1. Financial Statements.
 COMPELLENT TECHNOLOGIES, INC.
 
 BALANCE SHEETS
 (in thousands, except share and per share amounts)
 September 30,
    
    
    December 31,2007
    
    
    2006(unaudited)AssetsCurrent assetsCash and cash equivalents
    
    $
    8,456
    
    
    $
    15,106Short-term investments
    
    
    
    
    
    
    258Accounts receivable, net of allowance of $307 and $430
as of September 30, 2007 and December 31, 2006
    
    
    12,184
    
    
    
    7,918Inventories
    
    
    2,550
    
    
    
    1,753Prepaid expenses and other current assets
    
    
    2,185
    
    
    
    313Total current assets
    
    
    25,375
    
    
    
    25,348Property and equipment, net
    
    
    2,199
    
    
    
    1,059Total assets
    
    $
    27,574
    
    
    $
    26,407Liabilities and stockholders equityCurrent liabilitiesAccounts payable
    
    $
    3,404
    
    
    $
    2,296Accrued compensation and benefits
    
    
    1,767
    
    
    
    1,482Accrued liabilities
    
    
    2,095
    
    
    
    753Deferred revenue, current
    
    
    5,814
    
    
    
    3,132Total current liabilities
    
    
    13,080
    
    
    
    7,663Deferred revenue, non-current
    
    
    2,201
    
    
    
    840Commitments and contingenciesStockholders equityConvertible preferred stock
    
    
    59,366
    
    
    
    59,366Common stock, $0.001 par value, 75,000,000 shares authorized;
4,741,169 and 4,422,542 shares issued and
outstanding
as of September 30, 2007 and December 31, 2006
    
    
    5
    
    
    
    4Additional paid in capital
    
    
    579
    
    
    
    144Accumulated deficit
    
    
    (47,657
    )
    
    
    (41,610
    )Total stockholders equity
    
    
    12,293
    
    
    
    17,904Total liabilities and stockholders equity
    
    $
    27,574
    
    
    $
    26,407
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COMPELLENT TECHNOLOGIES, INC.
 
 STATEMENTS OF OPERATIONS
 (in thousands, except per share amounts)
 For the Three Months
    
    
    For the Nine MonthsEnded September 30,
    
    
    Ended September 30,2007
    
    
    2006
    
    
    2007
    
    
    2006(unaudited)RevenueProduct
    
    $
    11,168
    
    
    $
    5,448
    
    
    $
    28,809
    
    
    $
    13,529Product support and services
    
    
    2,236
    
    
    
    885
    
    
    
    5,534
    
    
    
    2,266Total revenue
    
    
    13,404
    
    
    
    6,333
    
    
    
    34,343
    
    
    
    15,795Cost of revenueCost of product
    
    
    5,551
    
    
    
    2,553
    
    
    
    14,549
    
    
    
    6,560Cost of product support and services
    
    
    1,163
    
    
    
    618
    
    
    
    3,232
    
    
    
    1,936Total cost of revenue
    
    
    6,714
    
    
    
    3,171
    
    
    
    17,781
    
    
    
    8,496Gross profit
    
    
    6,690
    
    
    
    3,162
    
    
    
    16,562
    
    
    
    7,299Operating expensesSales and marketing
    
    
    5,828
    
    
    
    2,798
    
    
    
    15,414
    
    
    
    7,022Research and development
    
    
    2,177
    
    
    
    1,454
    
    
    
    5,597
    
    
    
    4,182General and administrative
    
    
    767
    
    
    
    414
    
    
    
    2,055
    
    
    
    1,126Total operating expenses
    
    
    8,772
    
    
    
    4,666
    
    
    
    23,066
    
    
    
    12,330Loss from operations
    
    
    (2,082
    )
    
    
    (1,504
    )
    
    
    (6,504
    )
    
    
    (5,031
    )Other incomeInterest income
    
    
    88
    
    
    
    61
    
    
    
    457
    
    
    
    197Total other income
    
    
    88
    
    
    
    61
    
    
    
    457
    
    
    
    197Net loss
    
    
    (1,994
    )
    
    
    (1,443
    )
    
    
    (6,047
    )
    
    
    (4,834
    )Accretion of redeemable convertible
preferred stock
    
    
    
    
    
    
    6,310
    
    
    
    
    
    
    
    6,330Net loss attributable to common stockholders
    
    $
    (1,994
    )
    
    $
    (7,753
    )
    
    $
    (6,047
    )
    
    $
    (11,164
    )Net loss per common share, basic and diluted
    
    $
    (0.45
    )
    
    $
    (1.94
    )
    
    $
    (1.40
    )
    
    $
    (2.80
    )Shares used in computing net loss per common
share, basic and diluted
    
    
    4,413
    
    
    
    4,000
    
    
    
    4,304
    
    
    
    3,985
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COMPELLENT TECHNOLOGIES, INC.
 
 STATEMENTS OF CASH FLOWS
 (in thousands)
 For the Nine MonthsEnded September 30,2007
    
    
    2006(unaudited)Operating activitiesNet loss
    
    $
    (6,047
    )
    
    $
    (4,834
    )Adjustments to reconcile net loss to net cash used in
operating activitiesDepreciation and amortization
    
    
    862
    
    
    
    548Compensation expense related to stock options
    
    
    385
    
    
    
    45Issuance of common stock for services provided
    
    
    32
    
    
    
    Changes in operating assets and liabilitiesAccounts receivable
    
    
    (4,266
    )
    
    
    (3,438
    )Inventories
    
    
    (797
    )
    
    
    (1,151
    )Prepaid expenses
    
    
    (464
    )
    
    
    4Accounts payable
    
    
    975
    
    
    
    833Accrued liabilities
    
    
    483
    
    
    
    829Deferred revenues
    
    
    4,043
    
    
    
    1,211Net cash used in operating activities
    
    
    (4,794
    )
    
    
    (5,953
    )Investing activitiesPurchase of property and equipment
    
    
    (2,002
    )
    
    
    (648
    )Purchase of short-term investments
    
    
    
    
    
    
    (250
    )Maturities of short-term investments
    
    
    258
    
    
    
    Net cash used in investing activities
    
    
    (1,744
    )
    
    
    (898
    )Financing activitiesProceeds from issuance of preferred stock, net
    
    
    
    
    
    
    22,424Proceeds from exercise of stock options
    
    
    30
    
    
    
    13Payments for repurchase of common stock
    
    
    (142
    )
    
    
    Net cash provided by (used in) financing activities
    
    
    (112
    )
    
    
    22,437Net increase (decrease) in cash and cash equivalents
    
    
    (6,650
    )
    
    
    15,586Cash and cash equivalents, beginning of period
    
    
    15,106
    
    
    
    2,037Cash and cash equivalents, end of period
    
    $
    8,456
    
    
    $
    17,623Supplemental cash flow disclosure:Cash paid for interest
    
    $
    
    
    
    $
    Cash paid for taxes
    
    $
    
    
    
    $
    Supplemental non-cash disclosure:Issuance of common stock for services provided
    
    $
    15
    
    
    $
    Vesting of restricted common stock
    
    $
    116
    
    
    $
    Prepaid expenses related to initial public offering
    
    $
    1,393
    
    
    $
    
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COMPELLENT TECHNOLOGIES, INC.
 
 NOTES TO FINANCIAL STATEMENTS
 1. Business Description
  2. Unaudited Interim Financial Information
   3. Summary of Significant Accounting Policies and Estimates
 Revenue Recognition
 Software Revenue
Recognition, Modification of SOP 97-2, Software Revenue
Recognition with Respect to Certain Transactions Revenue Recognition
 
    
    Persuasive Evidence of an Arrangement Exists.The Company determines that persuasive
evidence of an arrangement exists by receiving a purchase order or by obtaining a signed
quote.
    
    Delivery has Occurred.Substantially all products are shipped to end users. Delivery is
deemed to have occurred upon shipment as title transfers to the end user, with the channel
partner acting as a broker. Products shipped with acceptance criteria are not recognized as
revenue until all conditional criteria are satisfied.
    
    The Fee is Fixed or Determinable. Fees are considered fixed and determinable upon
establishment of an arrangement that contains the final terms of sale including
description, quantity and price of each product or service purchased, and the payment term
is less than twelve months.
    
    Collectibility is Probable. Probability of collection is assessed on a case-by-case
basis. Customers are subject to a credit review process that evaluates the customers
financial position and ultimately their ability to pay. If the Company is unable to
determine from the outset of an arrangement that collectibility is probable based upon its
review process, revenue is recognized upon cash receipt.
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COMPELLENT TECHNOLOGIES, INC.
NOTES TO FINANCIAL STATEMENTS
 Modification of SOP 97-2 Software Revenue Recognition
with Respect to Certain Transactions Revenue Arrangements with Multiple
Deliverables
   Use of Estimates
  Recent Accounting Pronouncements
 Accounting for Uncertainty in Income Taxes  an Interpretation of FASB Statement No. 109 Accounting for Income Taxes,
 Fair Value Measurements
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COMPELLENT TECHNOLOGIES, INC.
NOTES TO FINANCIAL STATEMENTS
 The Fair Value Option for Financial Assets and
Financial Liabilities, including an amendment of FASB Statement No. 115
 4. Inventories
  September 30,
    
    
    December 31,2007
    
    
    2006(unaudited)Component materials
    
    $
    220
    
    
    $
    221Finished systems
    
    
    2,330
    
    
    
    1,532$
    2,550
    
    
    $
    1,753
 5. Property and Equipment
  September 30,
    
    
    December 31,2007
    
    
    2006(unaudited)Computer equipment
    
    $
    490
    
    
    $
    349Office furniture and equipment
    
    
    3,707
    
    
    
    2,384Computer software
    
    
    405
    
    
    
    291Leasehold improvements
    
    
    457
    
    
    
    335,059
    
    
    
    3,057Accumulated depreciation and amortization
    
    
    (2,860
    )
    
    
    (1,998
    )$
    2,199
    
    
    $
    1,059
 6. Line of Credit
  7. Stockholders Equity
 Reverse Stock Split
  8




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COMPELLENT TECHNOLOGIES, INC.
NOTES TO FINANCIAL STATEMENTS
 Convertible Preferred Stock
  
    
    Series A-1 preferred stock; $0.001 par value, 7,723,996 shares authorized; 7,723,994
issued and outstanding.
    
    Series A-2 preferred stock; $0.001 par value, 4,104,791 shares authorized; 4,104,788
issued and outstanding.
    
    Series B preferred stock; $0.001 par value, 4,943,154 shares authorized; 4,943,149
issued and outstanding.
    
    Series C preferred stock; $0.001 par value, 2,167,238 shares authorized; 2,167,233
issued and outstanding.
  Stock-Based Compensation Expense
 Share-Based Payment
  Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2007
    
    
    2006
    
    
    2007
    
    
    2006(unaudited)Cost of product
    
    $
    25
    
    
    $
    
    
    
    $
    52
    
    
    $
    Sales and marketing
    
    
    88
    
    
    
    2
    
    
    
    290
    
    
    
    29Research and development
    
    
    41
    
    
    
    2
    
    
    
    96
    
    
    
    3General and administrative
    
    
    18
    
    
    
    10
    
    
    
    67
    
    
    
    13Stock-based compensation expense before
income tax benefit
    
    
    172
    
    
    
    14
    
    
    
    505
    
    
    
    45Income tax benefit
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total stock-based compensation expense, net
of tax benefit
    
    $
    172
    
    
    $
    14
    
    
    $
    505
    
    
    $
    45
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COMPELLENT TECHNOLOGIES, INC.
NOTES TO FINANCIAL STATEMENTS
 Valuation Assumptions
  Three Months Ended
    
    Nine Months EndedSeptember 30,
    
    September 30,2007
    
    2006
    
    2007
    
    2006(unaudited)Risk-free interest rate
    
    
    4.29
    %
    
    
    4.73
    %
    
    
    4.49
    %
    
    
    4.68
    %Expected life (years)
    
    
    5
    
    
    
    5
    
    
    
    5
    
    
    
    5Expected volatility
    
    
    59.60
    %
    
    
    30.57
    %
    
    
    64.75
    %
    
    
    30.43
    %Expected dividend yield
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Expected forfeiture rate
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
  Stock Options
  WeightedAverageNumber
    
    
    Exercise Priceof Shares
    
    
    Per ShareBalance at December 31, 2006
    
    
    941,223
    
    
    $
    0.39Granted
    
    
    860,947
    
    
    
    3.57Exercised
    
    
    (599,808
    )
    
    
    0.76Cancelled
    
    
    (34,103
    )
    
    
    1.01Balance at September 30, 2007 (unaudited)
    
    
    1,168,259
    
    
    $
    2.53Options exercisable at September 30, 2007 (unaudited)
    
    
    216,828
    
    
    $
    0.30
    10




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COMPELLENT TECHNOLOGIES, INC.
NOTES TO FINANCIAL STATEMENTS
    Numberof SharesBalance at December 31, 2006
    
    
    348,000Stock options exercised for unvested restricted shares
    
    
    475,000Vested
    
    
    (213,607
    )Repurchased
    
    
    (301,667
    )Balance at September 30, 2007 (unaudited)
    
    
    307,726
 8. Net Loss Per Common Share
  11




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COMPELLENT TECHNOLOGIES, INC.
NOTES TO FINANCIAL STATEMENTS
  Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2007
    
    
    2006
    
    
    2007
    
    
    2006(unaudited)Net loss attributable to common stockholders
    
    $
    (1,994
    )
    
    $
    (7,753
    )
    
    $
    (6,047
    )
    
    $
    (11,164
    )Weighted-average common shares outstanding
    
    
    4,739
    
    
    
    4,269
    
    
    
    4,644
    
    
    
    4,075Weighted-average common shares with vesting
restrictions
    
    
    (326
    )
    
    
    (269
    )
    
    
    (340
    )
    
    
    (90
    )Weighted-average common shares used in
computing net loss
per share, basic and
diluted
    
    
    4,413
    
    
    
    4,000
    
    
    
    4,304
    
    
    
    3,985Net loss per common share, basic and diluted
    
    $
    (0.45
    )
    
    $
    (1.94
    )
    
    $
    (1.40
    )
    
    $
    (2.80
    )
  Three Months Ended
    
    Nine Months EndedSeptember 30,
    
    September 30,2007
    
    2006
    
    2007
    
    2006(unaudited)Options to purchase common stock
    
    
    1,168
    
    
    
    898
    
    
    
    1,168
    
    
    
    898Common stock with vesting restrictions
    
    
    308
    
    
    
    348
    
    
    
    308
    
    
    
    348Convertible preferred stock (as converted)
    
    
    18,939
    
    
    
    18,939
    
    
    
    18,939
    
    
    
    18,939
 9. Income Taxes
  10. Commitments and Contingencies
 Indemnification Obligations
   12




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COMPELLENT TECHNOLOGIES, INC.
NOTES TO FINANCIAL STATEMENTS
  Legal Matters
   11. Segment and Geographic Information
 Disclosures about Segments of an Enterprise and Related Information
  Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2007
    
    
    2006
    
    
    2007
    
    
    2006(unaudited)RevenueUnited States
    
    $
    11,997
    
    
    $
    6,183
    
    
    $
    30,660
    
    
    $
    15,379International
    
    
    1,407
    
    
    
    150
    
    
    
    3,683
    
    
    
    416Total
    
    $
    13,404
    
    
    $
    6,333
    
    
    $
    34,343
    
    
    $
    15,795
 12. Subsequent Events
 Initial Public Offering
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COMPELLENT TECHNOLOGIES, INC.
NOTES TO FINANCIAL STATEMENTS
  2007 Equity Incentive Plan
  2007 Employee Stock Purchase Plan
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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 contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended, that are based on our managements beliefs and assumptions and on
information currently available to our management. Forward-looking statements include all
statements other than statements of historical fact contained in this Quarterly Report on Form
10-Q, including, but not limited to, statements about:
 
    
    our expectations regarding our revenue, gross margin and expenses;
    
    our ability to compete in our industry;
    
    our ability to maintain and grow our channel partner relationships;
    
    our growth strategy and our growth rate;
    
    our anticipated cash needs and our estimates regarding our capital requirements and our
need for additional financing; and
    
    our ability to protect our intellectual property rights
    
    pricing and availability of our suppliers products.
 In some cases, you can identify forward-looking statements by terms such as anticipate,
believe, can, continue, could, estimate, expect, intend, may, plan, potential,
predict, project, should, will, would and similar expressions intended to identify
forward-looking statements. These statements involve known and unknown risks, uncertainties and
other factors that may cause our actual results, performance, time frames or achievements to be
materially different from any future results, performance, time frames or achievements expressed or
implied by the forward-looking statements. We discuss many of these risks, uncertainties and other
factors in this Quarterly Report on Form 10-Q in greater detail in Part II, Item IA. Risk
Factors. Given these risks, uncertainties and other factors, you should not place undue reliance
on these forward-looking statements. Also, these forward-looking statements represent our estimates
and assumptions only as of the date hereof. We hereby qualify all of our forward-looking statements
by these cautionary statements. Except as required by law, we assume no obligation to update these
forward-looking statements publicly, or to update the reasons actual results could differ
materially from those anticipated in these forward-looking statements, even if new information
becomes available in the future.
 The following discussion should be read in conjunction with our financial statements and the
related notes contained elsewhere in this Quarterly Report on Form 10-Q and in our other
Securities and Exchange Commission filings, including our Registration Statement on Form S-1 , filed
with the SEC on July 2, 2007, as amended, relating to our initial public offering.
 Overview
   15




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Subsequent Event
  Critical Accounting Policies and Estimates
   Results of Operations
  Three Months Ended September 30,
    
    
    Nine Months Ended September 30,2007
    
    
    2006
    
    
    $
    
    
    %
    
    
    2007
    
    
    2006
    
    
    $
    
    
    %(unaudited)(dollars in thousands)RevenueProduct
    
    $
    11,168
    
    
    $
    5,448
    
    
    $
    5,720
    
    
    
    105.0
    %
    
    $
    28,809
    
    
    $
    13,529
    
    
    $
    15,280
    
    
    
    112.9
    %Product support and services
    
    
    2,236
    
    
    
    885
    
    
    
    1,351
    
    
    
    152.7
    
    
    
    5,534
    
    
    
    2,266
    
    
    
    3,268
    
    
    
    144.2Total revenue
    
    
    13,404
    
    
    
    6,333
    
    
    
    7,071
    
    
    
    111.7
    
    
    
    34,343
    
    
    
    15,795
    
    
    
    18,548
    
    
    
    117.4Cost of revenueCost of product
    
    
    5,551
    
    
    
    2,553
    
    
    
    2,998
    
    
    
    117.4
    
    
    
    14,549
    
    
    
    6,560
    
    
    
    7,989
    
    
    
    121.8Cost of product support and services
    
    
    1,163
    
    
    
    618
    
    
    
    545
    
    
    
    88.2
    
    
    
    3,232
    
    
    
    1,936
    
    
    
    1,296
    
    
    
    66.9Total cost of revenue
    
    
    6,714
    
    
    
    3,171
    
    
    
    3,543
    
    
    
    111.7
    
    
    
    17,781
    
    
    
    8,496
    
    
    
    9,285
    
    
    
    109.3Gross profit
    
    
    6,690
    
    
    
    3,162
    
    
    
    3,528
    
    
    
    111.6
    
    
    
    16,562
    
    
    
    7,299
    
    
    
    9,263
    
    
    
    126.9Operating expensesSales and marketing
    
    
    5,828
    
    
    
    2,798
    
    
    
    3,030
    
    
    
    108.3
    
    
    
    15,414
    
    
    
    7,022
    
    
    
    8,392
    
    
    
    119.5Research and development
    
    
    2,177
    
    
    
    1,454
    
    
    
    723
    
    
    
    49.7
    
    
    
    5,597
    
    
    
    4,182
    
    
    
    1,415
    
    
    
    33.8General and administrative
    
    
    767
    
    
    
    414
    
    
    
    353
    
    
    
    85.3
    
    
    
    2,055
    
    
    
    1,126
    
    
    
    929
    
    
    
    82.5Total operating expenses
    
    
    8,772
    
    
    
    4,666
    
    
    
    4,106
    
    
    
    88.0
    
    
    
    23,066
    
    
    
    12,330
    
    
    
    10,736
    
    
    
    87.1Loss from operations
    
    
    (2,082
    )
    
    
    (1,504
    )
    
    
    (578
    )
    
    
    (38.4
    )
    
    
    (6,504
    )
    
    
    (5,031
    )
    
    
    (1,473
    )
    
    
    (29.3
    )Other incomeInterest income
    
    
    88
    
    
    
    61
    
    
    
    27
    
    
    
    44.3
    
    
    
    457
    
    
    
    197
    
    
    
    260
    
    
    
    132.0Total other income
    
    
    88
    
    
    
    61
    
    
    
    27
    
    
    
    44.3
    
    
    
    457
    
    
    
    197
    
    
    
    260
    
    
    
    132.0Net loss
    
    
    (1,994
    )
    
    
    (1,443
    )
    
    
    (551
    )
    
    
    (38.2
    )
    
    
    (6,047
    )
    
    
    (4,834
    )
    
    
    (1,213
    )
    
    
    (25.1
    )Accretion of redeemable convertible
preferred stock
    
    
    
    
    
    
    6,310
    
    
    
    (6,310
    )
    
    
    (100.0
    )
    
    
    
    
    
    
    6,330
    
    
    
    (6,330
    )
    
    
    (100.0
    )Net loss attributable to common stockholders
    
    $
    (1,994
    )
    
    $
    (7,753
    )
    
    $
    5,759
    
    
    
    74.3
    %
    
    $
    (6,047
    )
    
    $
    (11,164
    )
    
    $
    5,117
    
    
    
    45.8
    %
 16




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Comparison of Three Months Ended September 30, 2007 and 2006
 Revenue
  Three Months Ended September 30,2007
    
    
    2006%
    
    
    
    
    
    
    %of Total
    
    
    
    
    
    
    of Total
    
    
    Change$
    
    
    Revenue
    
    
    $
    
    
    Revenue
    
    
    $
    
    
    %(unaudited)(dollars in thousands)RevenueProduct
    
    $
    11,168
    
    
    
    83.3
    %
    
    $
    5,448
    
    
    
    86.0
    %
    
    $
    5,720
    
    
    
    105.0
    %Product support and services
    
    
    2,236
    
    
    
    16.7
    
    
    
    885
    
    
    
    14.0
    
    
    
    1,351
    
    
    
    152.7Total revenue
    
    $
    13,404
    
    
    
    100.0
    %
    
    $
    6,333
    
    
    
    100.0
    %
    
    $
    7,071
    
    
    
    111.7
    %
 Product Revenue.
 Product Support and Services Revenue.
 Cost of Revenue and Gross Margin
  Three Months Ended September 30,2007
    
    
    
    2006%
    
    
    
    
    
    
    %of Related
    
    
    
    
    
    
    of Related
    
    
    Change$
    
    
    Revenue
    
    
    $
    
    
    Revenue
    
    
    $
    
    
    %(unaudited)(dollars in thousands)Cost of revenueCost of product
    
    $
    5,551
    
    
    
    49.7
    %
    
    
    
    
    
    $
    2,553
    
    
    
    46.9
    %
    
    $
    2,998
    
    
    
    117.4
    %Cost of product support and services
    
    
    1,163
    
    
    
    52.0
    
    
    
    
    
    
    
    618
    
    
    
    69.8
    
    
    
    545
    
    
    
    88.2$
    6,714
    
    
    
    50.1
    %
    
    
    
    
    
    $
    3,171
    
    
    
    50.1
    %
    
    $
    3,543
    
    
    
    111.7
    %Gross margin
    
    
    
    
    
    
    49.9
    %
    
    
    
    
    
    
    
    
    
    
    49.9
    %
 Cost of Product Revenue.
 Cost of Product Support and Services Revenue.
 17




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Gross Margin.
 Operating Expenses and Other Income
  Three Months Ended September 30,2007
    
    
    2006%
    
    
    
    
    
    
    %of Total
    
    
    
    
    
    
    of Total
    
    
    Change$
    
    
    Revenue
    
    
    $
    
    
    Revenue
    
    
    $
    
    
    %(unaudited)(dollars in thousands)Operating expensesSales and marketing
    
    $
    5,828
    
    
    
    43.5
    %
    
    $
    2,798
    
    
    
    44.2
    %
    
    $
    3,030
    
    
    
    108.3
    %Research and development
    
    
    2,177
    
    
    
    16.2
    
    
    
    1,454
    
    
    
    23.0
    
    
    
    723
    
    
    
    49.7General and administrative
    
    
    767
    
    
    
    5.7
    
    
    
    414
    
    
    
    6.5
    
    
    
    353
    
    
    
    85.3Total operating expenses
    
    $
    8,772
    
    
    
    65.4
    %
    
    $
    4,666
    
    
    
    73.7
    %
    
    $
    4,106
    
    
    
    88.0
    %Other income
    
    $
    88
    
    
    
    0.7
    %
    
    $
    61
    
    
    
    1.0
    %
    
    $
    27
    
    
    
    44.3
    %
 Sales and Marketing Expense.
 Research and Development Expense.
 General and Administrative Expense.
 Other Income.
 18




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Comparison of Nine Months Ended September 30, 2007 and 2006
 Revenue
  Nine Months Ended September 30,2007
    
    
    2006%
    
    
    
    
    
    
    %of Total
    
    
    
    
    
    
    of Total
    
    
    Change$
    
    
    Revenue
    
    
    $
    
    
    Revenue
    
    
    $
    
    
    %(unaudited)(dollars in thousands)RevenueProduct
    
    $
    28,809
    
    
    
    83.9
    %
    
    $
    13,529
    
    
    
    85.7
    %
    
    $
    15,280
    
    
    
    112.9
    %Product support and services
    
    
    5,534
    
    
    
    16.1
    
    
    
    2,266
    
    
    
    14.3
    
    
    
    3,268
    
    
    
    144.2Total revenue
    
    $
    34,343
    
    
    
    100.0
    %
    
    $
    15,795
    
    
    
    100.0
    %
    
    $
    18,548
    
    
    
    117.4
    %
 Product Revenue.
 Product Support and Services Revenue.
 Cost of Revenue and Gross Margin
  Nine Months Ended September 30,2007
    
    
    2006%
    
    
    
    
    
    
    %of Related
    
    
    
    
    
    
    of Related
    
    
    Change$
    
    
    Revenue
    
    
    $
    
    
    Revenue
    
    
    $
    
    
    %(unaudited)(dollars in thousands)Cost of revenueCost of product
    
    $
    14,549
    
    
    
    50.5
    %
    
    $
    6,560
    
    
    
    48.5
    %
    
    $
    7,989
    
    
    
    121.8
    %Cost of product support and services
    
    
    3,232
    
    
    
    58.4
    
    
    
    1,936
    
    
    
    85.4
    
    
    
    1,296
    
    
    
    66.9$
    17,781
    
    
    
    51.8
    %
    
    $
    8,496
    
    
    
    53.8
    %
    
    $
    9,285
    
    
    
    109.3
    %Gross margin
    
    
    
    
    
    
    48.2
    %
    
    
    
    
    
    
    46.2
    %
 Cost of Product Revenue.
 Cost of Product Support and Services Revenue.
 19




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Gross Margin.
 Operating Expenses and Other Income
  Nine Months Ended September 30,2007
    
    
    2006%
    
    
    
    
    
    
    %of Total
    
    
    
    
    
    
    of Total
    
    
    Change$
    
    
    Revenue
    
    
    $
    
    
    Revenue
    
    
    $
    
    
    %(unaudited)(dollars in thousands)Operating expensesSales and marketing
    
    $
    15,414
    
    
    
    44.9
    %
    
    $
    7,022
    
    
    
    44.5
    %
    
    $
    8,392
    
    
    
    119.5
    %Research and development
    
    
    5,597
    
    
    
    16.3
    
    
    
    4,182
    
    
    
    26.5
    
    
    
    1,415
    
    
    
    33.8General and administrative
    
    
    2,055
    
    
    
    6.0
    
    
    
    1,126
    
    
    
    7.1
    
    
    
    929
    
    
    
    82.5Total operating expenses
    
    $
    23,066
    
    
    
    67.2
    %
    
    $
    12,330
    
    
    
    78.1
    %
    
    $
    10,736
    
    
    
    87.1
    %Other income
    
    $
    457
    
    
    
    1.3
    %
    
    $
    197
    
    
    
    1.2
    %
    
    $
    260
    
    
    
    132.0
    %
 Sales and Marketing Expense.
 Research and Development Expense.
 General and Administrative Expense.
 Other Income.
 Liquidity and Capital Resources
  20




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Cash Flows
  Nine Months EndedSeptember 30,2007
    
    
    2006(unaudited)(in thousands)Net cash used in operating activities
    
    $
    (4,794
    )
    
    $
    (5,953
    )Net cash used in investing activities
    
    
    (1,744
    )
    
    
    (898
    )Net cash provided by (used in) financing activities
    
    
    (112
    )
    
    
    22,437Net increase (decrease) in cash and cash equivalents
    
    $
    (6,650
    )
    
    $
    15,586
 Operating Activities
   Investing Activities
   Financing Activities
   Operating and Capital Expenditure Requirements
  21




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##### Table of Contents




    
    the revenue generated by sales of Storage Center;
    
    our ability to control our costs;
    
    the emergence of competing or complementary technological developments;
    
    the costs of filing, prosecuting, defending and enforcing any patent
claims and other intellectual product rights, or participating in
litigation-related activities; and
    
    the acquisition of businesses, products and technologies, although we
currently have no commitments or agreements relating to any of these
types of transactions.
 Contractual Obligations
  Credit Facility
  Off-Balance Sheet Arrangements
  22




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##### Table of Contents



Recent Accounting Pronouncements
  
 Item 3. Quantitative and Qualitative Disclosures About Market Risk.
  
 Item 4. Controls and Procedures.
 Evaluation of Disclosure Controls and Procedures
  Changes in Internal Control over Financial Reporting:
  Remediation Efforts to Address Significant Deficiencies in Internal Control over Financial
Reporting
    Inherent Limitations of Internal Controls
  23




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##### Table of Contents



PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings.
   
 Item 1A. Risk Factors.
 We have identified the following risks and uncertainties that may harm on our business,
financial condition or results of operations. The risks described below are not the only ones we
face. Additional risks not presently known to us or that we currently believe are immaterial may
also significantly impair our business operations. Our business could be harmed by any of these
risks. In assessing these risks, you should also refer to the other information contained in this
Quarterly Report on Form 10-Q , including our financial statements and related notes.
 Risks Related to Our Business
 We have a limited operating history and a history of losses, and we may not achieve or sustain
profitability in the future, on a quarterly or annual basis.
  Our quarterly operating results may fluctuate significantly, which makes our future results
difficult to predict.
  24




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##### Table of Contents



In addition to other risk factors listed in this Risk Factors section, factors that may
affect our operating results include:
 
    
    hardware and software configuration and mix;
    
    fluctuations in demand, including due to seasonality, for our products and services;
    
    changes in pricing by us in response to competitive pricing actions;
    
    reductions in end users budgets for information
technology purchases and delays in their purchasing cycles;
    
    the sale of Storage Center in the timeframes we anticipate, including the number and size of orders in each quarter;
    
    our ability to develop, introduce and ship in a timely manner new products and product enhancements that meet end user requirements;
    
    the timing of product releases or upgrades by us or by our competitors;
    
    any significant changes in the competitive dynamics of our market, including new entrants or substantial discounting of products;
    
    our ability to control costs, including our operating expenses and the costs of the components we purchase;
    
    the extent to which our end users renew their service and maintenance agreements with us;
    
    volatility in our stock price, which may lead to higher stock compensation expenses; and
    
    general economic conditions in our domestic and international markets.
 The markets in which we compete are highly competitive and dominated by large corporations and we
may not be able to compete effectively.
   
    
    our products functionality, scalability, performance, ease of use, reliability, availability
and cost effectiveness relative to that of our competitors products;
    
    our success in utilizing new and proprietary technologies to offer products and features
previously not available in the marketplace;
    
    our success in identifying new markets, applications and technologies;
    
    our ability to attract and retain value-added resellers, which we refer to as channel partners;
    
    our name recognition and reputation;
    
    our ability to recruit software engineers and sales and marketing personnel; and
    
    our ability to protect our intellectual property.
  25




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##### Table of Contents



Aggressive business tactics by our competitors may reduce our revenue.
  
    
    selling at a discount;
    
    offering bundled software at no charge;
    
    announcing competing products combined with extensive marketing efforts;
    
    offering to repurchase our system from existing end users;
    
    providing financing, marketing and advertising assistance to customers; and
    
    asserting intellectual property rights irrespective of the validity of the claims.
  We are dependent on a single product, and the lack of continued market acceptance of Storage Center
would result in lower revenue.
  
    
    any decline in demand for Storage Center;
    
    the failure of Storage Center to achieve continued market acceptance;
    
    the introduction of products and technologies that serve as a replacement or substitute for,
or represent an improvement over, Storage Center;
    
    technological innovations or new communications standards that Storage Center does not
address; and
    
    our inability to release enhanced versions of Storage Center on a timely basis.
  Our products must meet exacting specifications, and defects and failures may occur, which may cause
channel partners or end users to return or stop buying our products.
  26




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##### Table of Contents




    
    lost revenue;
    
    increased costs, including warranty expense and costs associated with end user support;
    
    delays or cancellations or rescheduling of orders or shipments;
    
    product returns or discounts;
    
    diversion of management resources;
    
    damage to our reputation and brand equity;
    
    payment of damages for performance failures;
    
    reduced orders from existing channel partners and end users; and
    
    declining interest from potential channel partners or end users.
   We may not sustain our percentage growth rate, and we may not be able to manage any future growth
effectively.
   
    
    increase our channel partners and end users in the small to medium size enterprises, or SME
market;
    
    address new markets, such as large enterprise end users and end users outside the United States;
    
    control expenses;
    
    recruit, hire, train and manage additional qualified engineers;
    
    add additional sales and marketing personnel;
    
    expand our international operations; and
    
    implement and improve our administrative, financial and operational systems, procedures
and controls.
  27




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##### Table of Contents



Our gross margin may vary and such variation may make it more difficult to forecast our earnings.
  
    
    demand for Storage Center and related services;
    
    discount levels and price competition;
    
    average order system size and end user mix;
    
    hardware and software component mix;
    
    the cost of components;
    
    level of fixed costs of customer service personnel;
    
    the mix of services as a percentage of revenue;
    
    new product introductions and enhancements; and
    
    geographic sales mix.
  We receive a substantial portion of our revenue from a limited number of channel partners, and the
loss of, or a significant reduction in, orders from one or more of our major channel partners would
result in lower revenue.
  We may not be able to maintain existing channel partners or grow our business to include more
channel partners and large enterprise end users.
  If our channel partners give higher priority to our competitors storage products we may be unable
to grow our revenue and we may continue to incur net losses.
  28




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##### Table of Contents



The loss of any key suppliers or the failure to accurately forecast demand for our products or
successfully manage our relationships with our key suppliers could negatively impact our ability to
sell our products.
   If our third-party repair service fails to timely and correctly resolve hardware failures
experienced by our end users, our reputation will suffer, our competitive position will be impaired
and our expenses could increase.
  If we are unsuccessful in developing and selling new products, services and product enhancements,
our competitive position will be adversely affected and our ability to grow our revenue will be
impaired.
  29




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##### Table of Contents



If our channel partners fail to timely and correctly install and configure our storage systems, or
face disruptions in their business, our reputation will suffer, our competitive position could be
impaired and we could lose customers.
  As we enter new markets we may encounter longer sales, payment and implementation cycles, which
could have an adverse effect on the size, timing and predictability of our revenue.
  
    
    our end users budgetary constraints;
    
    the timing of our end users budget cycles and approval processes;
    
    our channel partners and end users credit risks;
    
    our end users willingness to replace their current storage solutions;
    
    our or our channel partners need to educate end users about the uses
and benefits of our products and services; and
    
    the timing of the expiration of our end users current license
agreements or outsourcing agreements for similar services.
 30




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##### Table of Contents



If we fail to attract or retain engineering or sales and marketing personnel or if we lose the
services of our founders or key management, our ability to grow our business and our competitive
position would be impaired.
   We expect to face numerous challenges as we attempt to grow our operations, and our channel partner
and end user base internationally.
   
    
    difficulties of managing and staffing international offices, and the increased travel, infrastructure
and legal compliance costs associated with international locations;
    
    greater difficulty in collecting accounts receivable and longer collection periods;
    
    difficulty in contract enforcement;
    
    regulatory, political or economic conditions in a specific country or region;
    
    compliance with local laws and regulations and unanticipated changes in local laws and regulations,
including tax laws and regulations;
    
    export and import controls;
    
    trade protection measures and other regulatory requirements;
    
    effects of changes in currency exchange rates;
 31




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##### Table of Contents




    
    potentially adverse tax consequences;
    
    service provider and government spending patterns;
    
    reduced protection of our intellectual property and other assets in some countries;
    
    greater difficulty documenting and testing our internal controls;
    
    differing employment practices and labor issues; and
    
    man-made problems such as computer viruses and acts of terrorism and international conflicts.
  If we fail to protect our intellectual property rights adequately, our ability to compete
effectively or to defend ourselves from litigation could be impaired which could reduce our revenue
and increase our costs.
   Assertions by third parties of infringement by us of their intellectual property rights could
result in a significant diversion of managements time and increased expenses.
  
    
    stop selling products or using technology that contains the allegedly infringing intellectual
property;
    
    lose the opportunity to license our technology to others or to collect royalty payments based upon
successful protection and assertion of our intellectual property against others;
    
    incur significant legal expenses;
    
    pay substantial damages to the party whose intellectual property rights we may be found to
be infringing;
    
    redesign those products that contain the allegedly infringing intellectual property; or
    
    attempt to obtain a license to the relevant intellectual property from third parties, which may not
be available on reasonable terms or at all.
 32




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##### Table of Contents



Any significant impairment of our intellectual property rights from any litigation we face could
damage our reputation, impair our ability to compete and increase our expenses.
  If we fail not comply with the terms of our open source software license agreement, we could be
required to release portions of our software codes, which could impair our ability to compete and
result in lower revenue.
  If our products do not interoperate with our end users networks, servers or software applications,
installations would be delayed or cancelled.
  We cannot predict our future capital needs and we may be unable to obtain additional financing to
fund our operations.
  33




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##### Table of Contents



We may engage in future acquisitions that could disrupt our business, cause dilution to our
stockholders, reduce our financial resources and result in increased expenses.
  We are subject to governmental export and import controls that could subject us to liability or
impair our ability to compete in international markets.
  We incur significant costs as a result of operating as a public company and our management devotes
substantial time to new compliance initiatives.
    34




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##### Table of Contents



Our auditors have identified significant deficiencies in our internal controls in the past and if
we fail to adequately remedy such deficiencies or maintain effective internal control over
financial reporting in the future, the accuracy and timing of our financial reporting may be
impaired.
    We expense stock options, which will reduce our net income or increase our net losses in future
periods.
 Share-Based Payment Accounting for Stock Issued to Employees.
 35




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##### Table of Contents



Risks Related to the Ownership of Our Common Stock
 Our stock price is volatile and purchasers of our common stock could incur substantial losses.
  
    
    quarterly variations in our results of operations or those of our competitors;
    
    fluctuations in the valuation of companies perceived by investors to be comparable to us;
    
    economic developments in the storage industry as a whole;
    
    general economic conditions and slow or negative growth of related markets;
    
    changes in financial estimates including our ability to meet our future revenue and operating
profit or loss projections;
    
    changes in earnings estimates or recommendations by securities analysts;
    
    announcements by us or our competitors of acquisitions, new products, significant
contracts, commercial relationships or capital commitments;
    
    our ability to develop and market new and enhanced products on a timely basis;
    
    commencement of, or our involvement in, litigation;
    
    disruption to our operations;
    
    any major change in our board of directors or management; and
    
    changes in governmental regulations.
  If securities analysts or industry analysts downgrade our stock, publish negative research or
reports, or do not publish reports about our business, our stock price and trading volume could
decline.
  A limited number of stockholders will have the ability to influence the outcome of director
elections and other matters requiring stockholder approval.
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The price of our stock could decrease as a result of shares of common stock being sold in the
market.
     Delaware law and our amended and restated certificate of incorporation and bylaws contain
provisions that could delay or discourage takeover attempts that stockholders may consider
favorable and result in a lower market price for our common stock.
  
    
    the division of our board of directors into three classes;
    
    the right of the board of directors to elect a director to fill a vacancy created by the
expansion of the board of directors or due to the resignation or departure of an existing
board member;
    
    the prohibition of cumulative voting in the election of directors, which would otherwise
allow less than a majority of stockholders to elect director candidates;
    
    the requirement for the advance notice of nominations for election to the board of
directors or for proposing matters that can be acted upon at a stockholders meeting;
    
    the ability of our board of directors to alter our bylaws without obtaining stockholder
approval;
    
    the ability of the board of directors to issue, without stockholder approval, up to
10,000,000 shares of preferred stock with terms set by the board of directors, which rights
could be senior to those of our common stock;
    
    the elimination of the rights of stockholders to call a special meeting of stockholders
and to take action by written consent in lieu of a meeting;
    
    the required approval of at least 662/3% of the shares entitled to vote at an election
of directors to adopt, amend or repeal our bylaws or repeal the provisions of our amended
and restated certificate of incorporation regarding the election and removal of directors
and the inability of stockholders to take action by written consent in lieu of a
meeting; and
    
    the required approval of at least a majority of the shares entitled to vote at an
election of directors to remove directors without cause.
  37




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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
 Unregistered Sales of Equity Securities
  1.
    
    We granted options to our employees for the purchase of an aggregate of 136,821 shares
of our common stock at a weighted-average exercise price of $11.26, pursuant to our 2002
Stock Option Plan, as amended, or the 2002 Plan. During this period, stock options to purchase an aggregate
of 9,203 shares of our common stock were cancelled without being exercised and 9,024 shares
of our common stock were issued upon exercise of stock options. The options granted during
this period pursuant to our 2002 Plan are subject to vesting over
four years for the date of grant, subject to the optionees continuous service with us.2.
    
    We granted 4,000 fully vested shares of common stock to Robert F. Olson in connection
with his appointment to our Board of Directors pursuant to our 2002 Plan. Upon his resignation from our Board of Directors in August 2007, these shares of
common stock were rescinded.
  Use of Proceeds from the Sale of Registered Securities
   38




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Item 3. Defaults Upon Senior Securities.
  
 Item 4. Submission of Matters to a Vote of Security Holders.
  1.
    
    The amendment and restatement of our Amended and Restated Certificate of Incorporation
that became effective upon the closing of our initial public offering;2.
    
    The amendment and restatement of our Bylaws that became effective upon the closing of
our initial public offering;3.
    
    The adoption of our 2007 Equity Incentive Plan and 2007 Employee Stock Purchase Plan
effective upon the execution of the underwriting agreement for our initial public offering;
and4.
    
    The form of Indemnity Agreement to be entered into by us with each of our directors and
officers.
    
    
    effect a reverse stock split of our outstanding capital stock at an exchange ratio of
1-for-2.5 shares (including an appropriate corresponding adjustment to the number of
shares issuable upon exercise of all outstanding options exercisable for shares of our
capital stock and the shares reserved for future issuance under our 2002 Plan
and 2007 Equity Incentive Plan);
    
    decrease the total number of shares of capital stock that we are authorized to issue
from 122,347,949 to 93,939,179, decrease the number of authorized shares of Preferred
Stock from 47,347,949 to 18,939,179, decrease the number of authorized shares of Series
A-1 Preferred Stock from 19,309,990 to 7,723,996, decrease the number of authorized shares
of Series A-2 Preferred Stock from 10,261,977 to 4,104,791, decrease the number of
authorized shares of Series B Preferred Stock from 12,357,886 to 4,943,154, decrease the
number of authorized shares of Series C Preferred Stock from 5,418,096 to 2,167,238; and
    
    adjust the price per share of a Qualified IPO (as defined in our Amended and Restated
Certificate of Incorporation) for automatic conversion of Preferred Stock to $8.00 per
share.
  39




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Item 5. Other Information.
  
 Item 6. Exhibits.
 ExhibitNumber
    
    Description of Document3.1(1)
    
    Amended and Restated Certificate of Incorporation of Compellent Technologies, Inc.3.2(2)
    
    Amended and Restated Bylaws of Compellent Technologies, Inc.4.1
    
    Reference is made to Exhibits 3.1 and 3.2.4.2(3)
    
    Specimen Common Stock Certificate.31.1
    
    Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the
Securities Exchange Act of 1934, as amended.31.2
    
    Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the
Securities Exchange Act of 1934, as amended.32.1*
    
    Certification of Chief Executive Officer and Chief Financial Officer pursuant to
Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended.
 
 (1)
    
    Filed as Exhibit 3.1 to our Current Report on Form 8-K (No. 001-33685), dated October 15,
2007, and filed with the Securities and Exchange Commission on October 16, 2007, and
incorporated herein by reference.(2)
    
    Filed as Exhibit 3.4 to our Registration Statement on Form S-1 (No. 333-144255) filed with
the Securities and Exchange Commission on July 2, 2007, as amended, and incorporated herein by
reference.(3)
    
    Filed as Exhibit 4.2 to our Registration Statement on Form S-1 (No. 333-144255) filed with
the Securities and Exchange Commission on July 2, 2007, as amended, and incorporated herein by
reference.*
    
    The certifications attached as Exhibits 32.1 and 32.2 accompany this Quarterly Report on Form
10-Q, are not deemed filed with the Securities and Exchange Commission and are not to be
incorporated by reference into any filing of Compellent Technologies, Inc. under the
Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended,
whether made before or after the date of this Form 10-Q, irrespective of any general
incorporation language contained in such filing. 40




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SIGNATURES
   Compellent Technologies, Inc./s/ John R. JuddJohn R. JuddChief Financial Officer 41




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EXHIBIT INDEX
 ExhibitNumber
    
    Description of Document3.1(1)
    
    Amended and Restated Certificate of Incorporation of Compellent Technologies, Inc.3.2.(2)
    
    Amended and Restated Bylaws of Compellent Technologies, Inc.4.1
    
    Reference is made to Exhibits 3.1 and 3.2.4.2(3)
    
    Specimen Common Stock Certificate.31.1
    
    Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the
Securities Exchange Act of 1934, as amended.31.2
    
    Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the
Securities Exchange Act of 1934, as amended.32.1*
    
    Certification of Chief Executive Officer and Chief Financial Officer pursuant to
Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended.
 
 (1)
    
    Filed as Exhibit 3.1 to our Current Report on Form 8-K (No. 001-33685), dated October 15,
2007, and filed with the Securities and Exchange Commission on October 16, 2007, and
incorporated herein by reference.(2)
    
    Filed as Exhibit 3.4 to our Registration Statement on Form S-1 (No. 333-144255) filed with
the Securities and Exchange Commission on July 2, 2007, as amended, and incorporated herein by
reference.(3)
    
    Filed as Exhibit 4.2 to our Registration Statement on Form S-1 (No. 333-144255) filed with
the Securities and Exchange Commission on July 2, 2007, as amended, and incorporated herein by
reference.*
    
    The certifications attached as Exhibits 32.1 and 32.2 accompany this Quarterly Report on Form
10-Q, are not deemed filed with the Securities and Exchange Commission and are not to be
incorporated by reference into any filing of Compellent Technologies, Inc. under the
Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended,
whether made before or after the date of this Form 10-Q, irrespective of any general
incorporation language contained in such filing.