##### 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 March 31, 2007
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
 For the transition period from  to
 Commission File Number: 000-30241
 DDi CORP.
 (Exact name of registrant as specified in its charter)
 Delaware
    
    06-1576013(State or other jurisdiction 
of incorporation or organization)
    
    (I.R.S. Employer
Identification No.)
 1220 Simon Circle
Anaheim, California 92806  (Address of principal executive offices) (Zip code)
 (714) 688-7200  (Registrants telephone number, including area code)
 Not Applicable  (Former name, former address and former fiscal year, if changed since last report)
  þ o
  o þ o
  o þ
  þ o




---



##### 



DDi CORP.
FORM 10-Q for the Quarterly Period Ended March 31, 2007
  
 TABLE OF CONTENTS
 PageNo.PART I  FINANCIAL INFORMATIONItem 1. Financial Statements (Unaudited):Condensed Consolidated Balance Sheets as of March 31, 2007 and December 31, 2006
    
    3Condensed Consolidated Statements of Operations for the three months ended March 31, 2007 and 2006
    
    4Condensed Consolidated Statements of Cash Flows for the 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
    
    13Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    21Item 4. Controls and Procedures
    
    22PART II  OTHER INFORMATIONItem 1. Legal Proceedings
    
    22Item 1A. Risk Factors
    
    23Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    23Item 3. Defaults Upon Senior Securities
    
    23Item 4. Submission of Matters to a Vote of Security Holders
    
    23Item 5. Other Information
    
    23Item 6. Exhibits
    
    23Signatures
    
    26EXHIBIT 10.5EXHIBIT 10.6EXHIBIT 10.7EXHIBIT 10.8EXHIBIT 10.9EXHIBIT 10.10EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1EXHIBIT 32.2
  2




---



##### Table of Contents



PART I  FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 DDi CORP.
 
  
 March 31,
    
    
    December 31,2007
    
    
    2006ASSETSCurrent assets:Cash and cash equivalents
    
    $
    14,238
    
    
    $
    15,920Accounts receivable, net of allowance of $1,837 and $1,933, respectively
    
    
    25,110
    
    
    
    24,593Inventories
    
    
    15,475
    
    
    
    14,559Prepaid expenses and other
    
    
    1,738
    
    
    
    1,146Total current assets
    
    
    56,561
    
    
    
    56,218Property, plant and equipment, net
    
    
    30,489
    
    
    
    31,162Goodwill
    
    
    39,229
    
    
    
    39,229Intangible assets, net
    
    
    11,128
    
    
    
    12,467Other assets
    
    
    541
    
    
    
    535Total assets
    
    $
    137,948
    
    
    $
    139,611LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Current maturities of long-term debt
    
    $
    291
    
    
    $
    312Revolving credit facility
    
    
    
    
    
    
    Accounts payable
    
    
    12,791
    
    
    
    12,884Accrued expenses and other current liabilities
    
    
    8,540
    
    
    
    9,820Income tax payable
    
    
    2,163
    
    
    
    1,972Total current liabilities
    
    
    23,785
    
    
    
    24,988Long-term debt
    
    
    1,659
    
    
    
    1,732Other long-term liabilities
    
    
    3,150
    
    
    
    3,324Total liabilities
    
    
    28,594
    
    
    
    30,044Commitments and contingencies (Note 9)Stockholders equity:Common stock  $0.001 par value, 190,000,000 shares authorized,
22,612,009 and 22,568,989 shares issued and outstanding at March 31,
2007 and December 31, 2006, respectively
    
    
    23
    
    
    
    23Additional paid-in-capital
    
    
    241,123
    
    
    
    240,356Accumulated other comprehensive income
    
    
    279
    
    
    
    268Accumulated deficit
    
    
    (132,071
    )
    
    
    (131,080
    )Total stockholders equity
    
    
    109,354
    
    
    
    109,567Total liabilities and stockholders equity
    
    $
    137,948
    
    
    $
    139,611
  3




---



##### Table of Contents



DDi CORP.
 
  
 Three Months Ended March 31,2007
    
    
    2006Net sales
    
    $
    43,447
    
    
    $
    50,953Cost of goods sold
    
    
    35,457
    
    
    
    40,663Gross profit
    
    
    7,990
    
    
    
    10,290Operating expenses:Sales and marketing
    
    
    3,124
    
    
    
    4,256General and administrative
    
    
    3,811
    
    
    
    3,893Amortization of intangible assets
    
    
    1,340
    
    
    
    1,150Restructuring and other related charges
    
    
    77
    
    
    
    397Operating income (loss)
    
    
    (362
    )
    
    
    594Interest expense, net
    
    
    331
    
    
    
    447Other expense, net
    
    
    2
    
    
    
    102Income (loss) before income tax expense
    
    
    (695
    )
    
    
    45Income tax expense
    
    
    296
    
    
    
    548Net loss
    
    
    (991
    )
    
    
    (503
    )Less: Series B preferred stock dividends, accretion and redemption charge
    
    
    
    
    
    
    (1,800
    )Net loss applicable to common stockholders
    
    $
    (991
    )
    
    $
    (2,303
    )Net loss per share applicable to common stockholders  basic and diluted
    
    $
    (0.04
    )
    
    $
    (0.13
    )Weighted-average shares used in per share computations  basic and diluted
    
    
    22,594
    
    
    
    18,277
  4




---



##### Table of Contents



DDi CORP.
 
    Three months Ended March 31,2007
    
    
    2006CASH FLOWS FROM OPERATING ACTIVITIES:Net loss
    
    $
    (991
    )
    
    $
    (503
    )Adjustments to reconcile net loss to cash provided by (used in) operating activities:Depreciation
    
    
    2,362
    
    
    
    2,687Amortization of intangible assets
    
    
    1,339
    
    
    
    1,150Amortization of debt issuance costs and discount
    
    
    177
    
    
    
    179Non-cash compensation
    
    
    552
    
    
    
    243Other
    
    
    
    
    
    
    681Change in operating assets and liabilities:Accounts receivable
    
    
    (468
    )
    
    
    (2,266
    )Inventories
    
    
    (914
    )
    
    
    (1,739
    )Prepaid expenses and other assets
    
    
    (769
    )
    
    
    21Accounts payable
    
    
    (114
    )
    
    
    2,792Accrued expenses and other liabilities
    
    
    (1,418
    )
    
    
    (1,039
    )Income tax payable
    
    
    133
    
    
    
    596Net cash provided by (used in) operating activities
    
    
    (111
    )
    
    
    2,802CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of property and equipment
    
    
    (1,651
    )
    
    
    (1,116
    )Change in restricted cash
    
    
    
    
    
    
    290Net cash used in investing activities
    
    
    (1,651
    )
    
    
    (826
    )CASH FLOWS FROM FINANCING ACTIVITIES:Net repayments on revolving credit facility
    
    
    
    
    
    
    (269
    )Payment of Series B Preferred Stock dividends
    
    
    
    
    
    
    (290
    )Payments on long-term debt
    
    
    (94
    )
    
    
    Proceeds from exercise of stock options
    
    
    215
    
    
    
    75Net cash provided by (used in) financing activities
    
    
    121
    
    
    
    (484
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    (41
    )
    
    
    68Net increase (decrease) in cash and cash equivalents
    
    
    (1,682
    )
    
    
    1,560Cash and cash equivalents, beginning of period
    
    
    15,920
    
    
    
    25,985Cash and cash equivalents, end of period
    
    $
    14,238
    
    
    $
    27,545
  5




---



##### Table of Contents



DDi CORP.
 
   NOTE 1. BASIS OF PRESENTATION AND DESCRIPTION OF BUSINESS
 Basis of Presentation
      Description of Business
  Recent accounting pronouncements
  6




---



##### Table of Contents



DDi CORP.
    NOTE 2. INVENTORIES
  March 31,
    
    
    December 31,2007
    
    
    2006Raw materials
    
    $
    7,884
    
    
    $
    7,719Work-in-process
    
    
    4,149
    
    
    
    3,265Finished goods
    
    
    3,442
    
    
    
    3,575Total
    
    $
    15,475
    
    
    $
    14,559
 NOTE 3. REVOLVING CREDIT FACILITY
  7




---



##### Table of Contents



DDi CORP.
    NOTE 4. PRODUCT WARRANTY
  Three MonthsEnded March 31,2007
    
    
    2006Beginning balance
    
    $
    592
    
    
    $
    527Current period warranty charges
    
    
    928
    
    
    
    806Actual warranty costs incurred
    
    
    (927
    )
    
    
    (727
    )Ending balance
    
    $
    593
    
    
    $
    606
 NOTE 5. NET LOSS PER SHARE
  Three MonthsEnded March 31,2007
    
    
    2006Net loss
    
    $
    (991
    )
    
    $
    (503
    )Less: Series B preferred stock dividends and accretion
    
    
    
    
    
    
    (1,800
    )Net loss applicable to common stockholders
    
    $
    (991
    )
    
    $
    (2,303
    )Weighted average shares of common stock outstanding (basic and diluted)
    
    
    22,594
    
    
    
    18,277Net loss per share applicable to common stockholders
    
    $
    (0.04
    )
    
    $
    (0.13
    )
  8




---



##### Table of Contents



DDi CORP.
 NOTE 6. STOCK-BASED COMPENSATION
 Stock Options
  WeightedWeighted-
    
    AverageAverage
    
    Remaining
    
    AggregateOptions
    
    Exercise Price
    
    Contractual Life
    
    IntrinsicValueOutstanding
    
    per Option
    
    In Years
    
    (in thousands)Balance as of December 31, 2006
    
    
    1,861,706
    
    
    $
    9.76
    
    
    
    8.7
    
    
    $
    1,040Granted
    
    
    352,000
    
    
    $
    6.73Exercised
    
    
    (43,020
    )
    
    $
    5.00Forfeited
    
    
    (105,802
    )
    
    $
    11.46Balance as of March 31, 2007
    
    
    2,064,884
    
    
    $
    9.26
    
    
    
    8.9
    
    
    $
    737Options exercisable as of March 31, 2007
    
    
    374,026
    
    
    $
    19.16
    
    
    
    7.5
    
    
    $
    260
    Determining Fair Value
  March 31,
    
    March 31,2007
    
    2006Expected term (years)
    
    
    4
    
    
    
    4Expected stock price volatility
    
    
    57
    %
    
    
    75
    %Expected dividend yield
    
    
    0
    %
    
    
    0
    %Risk-free interest rate
    
    
    4.54
    %
    
    
    4.83
    %Weighted-average fair value per share
    
    $
    3.23
    
    
    $
    4.39
 NOTE 7. SEGMENT REPORTING
  9




---



##### Table of Contents



DDi CORP.
  Three Months endedMarch 31,
    
    
    March 31,2007
    
    
    2006Net sales:North America (a)
    
    $
    40,760
    
    
    $
    47,003Asia
    
    
    2,287
    
    
    
    3,082Other
    
    
    400
    
    
    
    868Total
    
    $
    43,447
    
    
    $
    50,953
 
 (a)
    
    The majority of sales in North America represent sales to customers located in the United
States. NOTE 8. COMPREHENSIVE INCOME
  Three Months endedMarch 31,
    
    
    March 31,2007
    
    
    2006Net loss
    
    $
    (991
    )
    
    $
    (503
    )Other comprehensive income:Foreign currency translation adjustments
    
    
    11
    
    
    
    93Comprehensive loss
    
    $
    (980
    )
    
    $
    (410
    )
 NOTE 9. COMMITMENTS AND CONTINGENCIES
 In re DDi Corp. Securities Litigation,
  10




---



##### Table of Contents



DDi CORP.
  NOTE 10. INCOME TAXES
    NOTE 11. ACQUISITION OF SOVEREIGN CIRCUITS
    Three MonthsEndedMarch 31, 2006Pro forma net sales
    
    $
    55,446Pro forma net loss applicable to common stockholders
    
    $
    (1,999
    )Pro forma net loss per share applicable to common stockholders  basic and diluted
    
    $
    (0.10
    )Pro forma weighted-average shares  basic and diluted
    
    
    19,479
 11




---



##### Table of Contents



DDi CORP.
 NOTE 12. SUBSEQUENT EVENTS
  12




---



##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.
 The following is a discussion of the financial condition and results of operations for our fiscal
quarter ended March 31, 2007. As used herein, the Company, we, us, or our means DDi Corp.
and its wholly-owned subsidiaries, including DDi Intermediate Holdings Corp., DDi Capital Corp. and
Dynamic Details, Incorporated and its subsidiaries. This discussion and analysis should be read in
conjunction with Managements Discussion and Analysis of Financial Condition and Results of
Operations set forth in DDi Corp.s Annual Report on Form 10-K for the year ended December 31,
2006.
 Some of the statements in this section contain forward-looking statements regarding our
assumptions, projections, expectations, targets, intentions or beliefs about future events, which
involve risks and uncertainties. All statements other than statements of historical facts included
in this section relating to expectation of future financial performance, continued growth, changes
in economic conditions or capital markets and changes in customer usage patterns and preferences,
are forward-looking statements. In some cases, you can identify forward-looking statements by terms
such as may, will, should, expect, plan, intend, forecast, anticipate, believe, estimate, predict,
potential, continue or the negative of these terms or other comparable terminology. The
forward-looking statements contained in this section involve known and unknown risks, uncertainties
and situations that may cause our or our industrys actual results, level of activity, performance
or achievements to be materially different from any future results, levels of activity, performance
or achievements expressed or implied by these statements. Factors that might cause actual events or
results to differ materially from those indicated by these forward-looking statements may include
the matters listed under Risk Factors in Item 1A in our most recently filed 10-K and 10-Qs
including, but not limited to, changes in general economic conditions in the markets in which we
may compete and fluctuations in demand in the electronics industry; increased competition;
increased costs; our ability to retain key members of management; our ability to address changes to
environmental laws and regulations; risks associated with acquisitions; adverse state, federal or
foreign legislation or regulation or adverse determinations by regulators; and other factors
identified from time to time in our filings with the Securities and Exchange Commission.
 Any forward-looking statement speaks only as of the date on which such statement is made, and,
except as required by law, we undertake no obligation to update any forward-looking statement to
reflect events or circumstances after the date on which such statement is made or to reflect the
occurrence of unanticipated events. New factors emerge from time to time, and it is not possible
for management to predict all such factors.
 Our Company
    13




---



##### Table of Contents



Industry Overview
  
    
    Increasing customer demand for quick-turn production.Rapid advances in technology are
significantly shortening product life-cycles and placing increased pressure on original
equipment manufacturers to develop new products in shorter periods of time. In response to
these pressures, original equipment manufacturers look to printed circuit board
manufacturers that can offer design and engineering support and quick-turn manufacturing to
reduce time-to-market.
    
    Increasing complexity of electronic equipment.Original equipment manufacturers are
continually designing more complex and higher performance electronic equipment, which
requires sophisticated printed circuit boards that accommodate higher speeds and
frequencies and increased component densities and operating temperatures. In turn, original
equipment manufacturers rely on printed circuit board manufacturers that can provide
advanced engineering and manufacturing services early in the new product development cycle.
    
    Shifting of high volume production to Asia.Asian based manufacturers of printed
circuit boards are capitalizing on their lower labor costs and are increasing their
production and market share of printed circuit boards used, for example, in high-volume
consumer electronics applications, such as personal computers and cell phones. Asian-based
manufacturers have generally been unable to meet the lead time requirements for the
production of complex printed circuit boards on a quick-turn basis.
 Critical Accounting Policies and Estimates
   Revenue recognition
 14




---



##### Table of Contents



Receivables and Allowance for Doubtful Accounts
 Valuation of long-lived assets
 Goodwill impairment
 Inventory obsolescence
 Income taxes
 15




---



##### Table of Contents



Purchase accounting
 Litigation and other contingencies
 Stock-Based Compensation
 Recently Issued Accounting Standards
     16




---



##### Table of Contents



Results of Operations
  Three Months endedMarch 31,
    
    March 31,
    
    $ Change
    
    % Change2007
    
    2006
    
    2006 to 2007
    
    2006 to 2007Net sales
    
    $
    43,447
    
    
    $
    50,953
    
    
    $
    (7,506
    )
    
    
    
    
    
    
    (14.7
    %)Cost of goods sold
    
    
    35,457
    
    
    
    40,663
    
    
    
    (5,206
    )
    
    
    
    
    
    
    (12.8
    %)Gross profit
    
    
    7,990
    
    
    
    10,290
    
    
    
    (2,300
    )
    
    
    
    
    
    
    (22.4
    %)Gross profit as a percentage of net sales
    
    
    18.4
    %
    
    
    20.2
    %
 Net Sales
   Gross Profit
  Non-Cash Compensation
  Three Months endedMarch 31,
    
    
    March 31,2007
    
    
    2006Non-cash compensation:Cost of good sold
    
    $
    84
    
    
    $
    121Sales and marketing expenses
    
    
    (37
    )
    
    
    13General and administrative expenses
    
    
    505
    
    
    
    109Total non-cash compensation
    
    $
    552
    
    
    $
    243
  17




---



##### Table of Contents



Sales and Marketing Expenses
  Three Months endedMarch 31,
    
    March 31,
    
    $ Change
    
    % Change2007
    
    2006
    
    2006 to 2007
    
    2006 to 2007Sales and marketing expenses
    
    $
    3,124
    
    
    $
    4,256
    
    
    $
    (1,132
    )
    
    
    (26.6
    %)Percentage of net sales
    
    
    7.2
    %
    
    
    8.4
    %
  General and Administrative Expenses
  Three Months endedMarch 31,
    
    March 31,
    
    $ Change
    
    % Change2007
    
    2006
    
    2006 to 2007
    
    2006 to 2007General and administrative expenses
    
    $
    3,811
    
    
    $
    3,893
    
    
    $
    (82
    )
    
    
    (2.1
    %)Percentage of net sales
    
    
    8.8
    %
    
    
    7.6
    %
  Amortization of Intangibles
  Restructuring
  18




---



##### Table of Contents



Interest expense, net
  Other Expense, Net
  Income Tax Expense
  Series B Preferred Stock Dividends and Accretion
  Liquidity and Capital Resources
 (Dollars in thousands)March 31,
    
    December 31,2007
    
    2006Working capital
    
    $
    32,776
    
    
    $
    31,230Current ratio (current assets to current liabilities)
    
    
    2.4 : 1.0
    
    
    
    2.2 : 1.0Cash and cash equivalents
    
    $
    14,238
    
    
    $
    15,920Long-term debt (including current maturities)
    
    $
    1,950
    
    
    $
    2,044Revolving credit facility borrowings
    
    $
    
    
    
    $
    
    19




---



##### Table of Contents



Revolving Credit Facilities
    Series B Preferred Stock
   20




---



##### Table of Contents



Consolidated Cash Flows
  Three Months endedMarch 31,
    
    
    March 31,2007
    
    
    2006Net cash provided by (used in):Operating activities
    
    $
    (111
    )
    
    $
    2,802Investing activities
    
    
    (1,651
    )
    
    
    (826
    )Financing activities
    
    
    121
    
    
    
    (484
    )Effect of exchange rates on cash
    
    
    (41
    )
    
    
    68Net increase (decrease) in cash and cash equivalents
    
    $
    (1,682
    )
    
    $
    1,560
    
 Item 3. Quantitative and Qualitative Disclosures About Market Risk.
 Interest Rate Risk
  21




---



##### Table of Contents



Foreign Currency Exchange Risk
   
 Item 4. Controls and Procedures.
 Evaluation of Disclosure Controls and Procedures
  Changes in Internal Controls
  
 PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
  In re DDi
Corp. Securities Litigation
 SMDI v. Laminate Technologies Corp.
 22




---



##### Table of Contents



Item 1A.
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  
 Item 3. Defaults Upon Senior Securities
  
 Item 4. Submission of Matters to a Vote of Security Holders
  
 Item 5. Other Information
  
 Item 6. Exhibits
  Incorporated by ReferenceFiled
    
    
    
    Period
    
    
    
    
    
    FilingExhibit
    
    Description
    
    Herewith
    
    Form
    
    Ending
    
    Exhibit
    
    Date3.1
    
    
    Amended and Restated Certificate of
Incorporation of DDi Corp.
    
    
    
    8-K
    
    
    
    
    3.1
    
    
    12/13/20033.2
    
    
    Certificate of Designation of DDi Corp.
    
    
    
    8-K
    
    
    
    
    3.2
    
    
    12/13/20033.3
    
    
    Certificate of Designation of Series B
Preferred Stock of DDi Corp.
    
    
    
    8-K
    
    
    
    
    10.2
    
    
    4/7/20043.4
    
    
    Certificate of Amendment to the Amended
and Restated Certificate of
Incorporation of DDi Corp.
    
    
    
    8-K
    
    
    
    
    3.1
    
    
    8/10/20053.5
    
    
    Amended and Restated Bylaws of DDi Corp.
    
    
    
    10-Q
    
    6/30/2005
    
    
    3.4
    
    
    8/9/200510.1
    
    
    Dynamic Details Incorporated 2007
Senior Management Bonus Program
    
    
    
    10-K
    
    12/31/2006
    
    
    10.2
    
    
    3/12/200710.2
    
    
    Employment Agreement dated April 13,
2007 between DDi Corp. and Mikel H.
Williams
    
    
    
    8-K
    
    
    
    
    99.1
    
    
    4/18/200710.3
    
    
    Employment Agreement dated April 13,
2007 between DDi Corp. and Sally L.
Goff
    
    
    
    8-K
    
    
    
    
    99.2
    
    
    4/18/2007
 23




---



##### Table of Contents



Incorporated by ReferenceFiled
    
    
    
    Period
    
    
    
    
    
    FilingExhibit
    
    Description
    
    Herewith
    
    Form
    
    Ending
    
    Exhibit
    
    Date10.4
    
    
    Employment Letter dated December 13,
2006 between DDi Corp. and Gerald
Barnes
    
    
    
    10-K
    
    12/31/2006
    
    
    10.12
    
    
    3/12/200710.5
    
    
    Amended and Restated Credit Agreement
dated as of March 30, 2007, among
Dynamic Details, Incorporated, Dynamic
Details, Incorporated, Virginia,
Dynamic Details Incorporated, Silicon
Valley, DDi Sales Corp., Sovereign
Circuits, Inc. and Sovereign Flex
Products, LLC; the other Credit Parties
signatory thereto; General Electric
Capital Corporation, for itself, as
Lender, and as Agent for Lenders, and
the other Lenders signatory thereto
from time to time.
    
    X10.6
    
    
    Amended and Restated Security
Agreement, dated as of March 30, 2007,
made by Dynamic Details, Incorporated,
Dynamic Details, Incorporated,
Virginia, Dynamic Details Incorporated,
Silicon Valley, Sovereign Circuits,
Inc., Sovereign Flex Products, LLC,
Laminate Technology Corp., Dynamic
Details Incorporated, Colorado Springs,
DDi Sales Corp., Dynamic Details Texas,
LLC, DDi-Texas Intermediate Partners
II, L.L.C., DDi-Texas Intermediate
Holdings II, L.L.C., and Dynamic
Details, L.P., in favor of General
Electric Capital Corporation, as agent
for the lenders from time to time party
to the Credit Agreement.
    
    X10.7
    
    
    Amended and Restated Guaranty dated as
of March 30, 2007, made by DDi Corp.,
DDi Intermediate Holdings Corp., DDi
Capital Corp., Laminate Technology
Corp., Dynamic Details Incorporated,
Colorado Springs, Dynamic Details
Texas, LLC, DDi-Texas Intermediate
Partners II, L.L.C., DDi-Texas
Intermediate Holdings II, L.L.C.,
Dynamic Details, L.P., in favor of
General Electric Capital Corporation,
as agent for the lenders from time to
time party to the Credit Agreement.
    
    X10.8
    
    
    Amended and Restated Pledge Agreement
dated as of March 30, 2007, made by
Dynamic Details, Incorporated, Dynamic
Details, Incorporated, Virginia,
Dynamic Details Incorporated, Silicon
Valley, Sovereign Circuits, Inc.,
Sovereign Flex Products, LLC, Laminate
Technology Corp., DDi Corp., DDi
Intermediate Holdings Corp., DDi
Capital Corp., Dynamic Details
Incorporated, Colorado Springs, DDi
Sales Corp., Dynamic Details Texas,
LLC, DDi-Texas Intermediate Partners
II, L.L.C., DDi-Texas Intermediate
Holdings II, L.L.C., Dynamic Details,
L.P., in favor of General Electric
Capital Corporation, as agent for the
lenders from time to time party to the
Credit Agreement.
    
    X
 24




---



##### Table of Contents



Incorporated by ReferenceFiled
    
    
    
    Period
    
    
    
    
    
    FilingExhibit
    
    Description
    
    Herewith
    
    Form
    
    Ending
    
    Exhibit
    
    Date10.9
    
    
    Amended and Restated Patent, Trademark
and Copyright Security Agreement dated
as of March 30, 2007, made by Dynamic
Details, Incorporated, Dynamic Details
Incorporated, Virginia, Dynamic Details
Incorporated, Silicon Valley, Sovereign
Circuits, Inc., Sovereign Flex
Products, LLC, Laminate Technology
Corp., Dynamic Details Incorporated,
Colorado Springs, DDi Sales Corp.,
Dynamic Details Texas, LLC, DDi-Texas
Intermediate Partners II, L.L.C.,
DDi-Texas Intermediate Holdings II,
L.L.C., and Dynamic Details, L.P., in
favor of General Electric Capital
Corporation, as agent for the lenders
from time to time party to the Credit
Agreement.
    
    X10.10
    
    
    Amendment No. 4 to Credit Agreement
dated as of March 30, 2007 among
Dynamic Details, Incorporated, Dynamic
Details Canada, Corp., and DDi Canada
Acquisition Corp., the other Credit
Parties signatory thereto and GE Canada
Finance Holding Company.
    
    X31.1
    
    
    Certification of Chief Executive
Officer of DDi Corp., Pursuant to Rule
13a-14 of the Securities Exchange Act
    
    X31.2
    
    
    Certification of Chief Financial
Officer of DDi Corp., Pursuant to Rule
13a-14 of the Securities Exchange Act
    
    X32.1
    
    
    Certification of Chief Executive
Officer of DDi Corp., Pursuant to
Section 906 of the Sarbanes-Oxley Act
of 2002
    
    X32.2
    
    
    Certification of Chief Financial
Officer of DDi Corp., Pursuant to
Section 906 of the Sarbanes-Oxley Act
of 2002
    
    X
 25




---



##### Table of Contents



SIGNATURES
  DDi CORP.Date: May 9, 2007
    /s/ MIKEL H. WILLIAMSMikel H. WilliamsPresident and Chief Executive OfficerDate: May 9, 2007
    /s/ SALLY L. GOFFSally L. GoffChief Financial Officer 26




---



##### Table of Contents



Exhibit Index
 Incorporated by ReferenceFiled
    
    
    
    Period
    
    
    
    
    
    FilingExhibit
    
    Description
    
    Herewith
    
    Form
    
    Ending
    
    Exhibit
    
    Date3.1
    
    
    Amended and Restated Certificate of
Incorporation of DDi Corp.
    
    
    
    8-K
    
    
    
    
    3.1
    
    
    12/13/20033.2
    
    
    Certificate of Designation of DDi Corp.
    
    
    
    8-K
    
    
    
    
    3.2
    
    
    12/13/20033.3
    
    
    Certificate of Designation of Series B
Preferred Stock of DDi Corp.
    
    
    
    8-K
    
    
    
    
    10.2
    
    
    4/7/20043.4
    
    
    Certificate of Amendment to the Amended
and Restated Certificate of
Incorporation of DDi Corp.
    
    
    
    8-K
    
    
    
    
    3.1
    
    
    8/10/20053.5
    
    
    Amended and Restated Bylaws of DDi Corp.
    
    
    
    10-Q
    
    6/30/2005
    
    
    3.4
    
    
    8/9/200510.1
    
    
    Dynamic Details Incorporated 2007
Senior Management Bonus Program
    
    
    
    10-K
    
    12/31/2006
    
    
    10.2
    
    
    3/12/200710.2
    
    
    Employment Agreement dated April 13,
2007 between DDi Corp. and Mikel H.
Williams
    
    
    
    8-K
    
    
    
    
    99.1
    
    
    4/18/200710.3
    
    
    Employment Agreement dated April 13,
2007 between DDi Corp. and Sally L.
Goff
    
    
    
    8-K
    
    
    
    
    99.2
    
    
    4/18/200710.4
    
    
    Employment Letter dated December 13,
2006 between DDi Corp. and Gerald
Barnes
    
    
    
    10-K
    
    12/31/2006
    
    
    10.12
    
    
    3/12/200710.5
    
    
    Amended and Restated Credit Agreement
dated as of March 30, 2007, among
Dynamic Details, Incorporated, Dynamic
Details, Incorporated, Virginia,
Dynamic Details Incorporated, Silicon
Valley, DDi Sales Corp., Sovereign
Circuits, Inc. and Sovereign Flex
Products, LLC; the other Credit Parties
signatory thereto; General Electric
Capital Corporation, for itself, as
Lender, and as Agent for Lenders, and
the other Lenders signatory thereto
from time to time.
    
    X10.6
    
    
    Amended and Restated Security
Agreement, dated as of March 30, 2007,
made by Dynamic Details, Incorporated,
Dynamic Details, Incorporated,
Virginia, Dynamic Details Incorporated,
Silicon Valley, Sovereign Circuits,
Inc., Sovereign Flex Products, LLC,
Laminate Technology Corp., Dynamic
Details Incorporated, Colorado Springs,
DDi Sales Corp., Dynamic Details Texas,
LLC, DDi-Texas Intermediate Partners
II, L.L.C., DDi-Texas Intermediate
Holdings II, L.L.C., and Dynamic
Details, L.P., in favor of General
Electric Capital Corporation, as agent
for the lenders from time to time party
to the Credit Agreement.
    
    X10.7
    
    
    Amended and Restated Guaranty dated as
of March 30, 2007, made by DDi Corp.,
DDi Intermediate Holdings Corp., DDi
Capital Corp., Laminate Technology
Corp., Dynamic Details Incorporated,
Colorado Springs, Dynamic Details
Texas, LLC, DDi-Texas Intermediate
Partners II, L.L.C., DDi-Texas
Intermediate Holdings II, L.L.C.,
Dynamic Details, L.P., in favor of
General Electric Capital Corporation,
as agent for the lenders from time to
time party to the Credit Agreement.
    
    X10.8
    
    
    Amended and Restated Pledge Agreement
dated as of March 30, 2007, made by
Dynamic Details, Incorporated, Dynamic
Details, Incorporated, Virginia,
Dynamic Details Incorporated, Silicon
Valley, Sovereign Circuits, Inc.,
Sovereign Flex Products, LLC, Laminate
Technology Corp., DDi Corp., DDi
Intermediate Holdings Corp., DDi
Capital Corp., Dynamic Details
Incorporated, Colorado Springs, DDi
Sales Corp., Dynamic Details Texas,
LLC, DDi-Texas Intermediate Partners
II, L.L.C., DDi-Texas Intermediate
Holdings II, L.L.C., Dynamic Details,
L.P., in favor of General Electric
Capital Corporation, as agent for the
lenders from time to time party to the
Credit Agreement.
    
    X




---



##### Table of Contents



Incorporated by ReferenceFiled
    
    
    
    Period
    
    
    
    
    
    FilingExhibit
    
    Description
    
    Herewith
    
    Form
    
    Ending
    
    Exhibit
    
    Date10.9
    
    
    Amended and Restated Patent, Trademark
and Copyright Security Agreement dated
as of March 30, 2007, made by Dynamic
Details, Incorporated, Dynamic Details
Incorporated, Virginia, Dynamic Details
Incorporated, Silicon Valley, Sovereign
Circuits, Inc., Sovereign Flex
Products, LLC, Laminate Technology
Corp., Dynamic Details Incorporated,
Colorado Springs, DDi Sales Corp.,
Dynamic Details Texas, LLC, DDi-Texas
Intermediate Partners II, L.L.C.,
DDi-Texas Intermediate Holdings II,
L.L.C., and Dynamic Details, L.P., in
favor of General Electric Capital
Corporation, as agent for the lenders
from time to time party to the Credit
Agreement.
    
    X10.10
    
    
    Amendment No. 4 to Credit Agreement
dated as of March 30, 2007 among
Dynamic Details, Incorporated, Dynamic
Details Canada, Corp., and DDi Canada
Acquisition Corp., the other Credit
Parties signatory thereto and GE Canada
Finance Holding Company.
    
    X31.1
    
    
    Certification of Chief Executive
Officer of DDi Corp., Pursuant to Rule
13a-14 of the Securities Exchange Act
    
    X31.2
    
    
    Certification of Chief Financial
Officer of DDi Corp., Pursuant to Rule
13a-14 of the Securities Exchange Act
    
    X32.1
    
    
    Certification of Chief Executive
Officer of DDi Corp., Pursuant to
Section 906 of the Sarbanes-Oxley Act
of 2002
    
    X32.2
    
    
    Certification of Chief Financial
Officer of DDi Corp., Pursuant to
Section 906 of the Sarbanes-Oxley Act
of 2002
    
    X