8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 23, 2008

DDi Corp.

(Exact name of registrant as specified in its charter)

Delaware	000-30241	06-1576013
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1220 Simon Circle Anaheim, California	92806
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (714) 688-7200

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operation and Financial Condition.

The information being furnished in this Item 2.02 and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act except as shall be expressly set forth by specific reference in such filing.

On April 23, 2008, DDi Corp. (the “Company”) issued a press release announcing its operating results for the quarter ended March 31, 2008. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.	Description
99.1	Press Release dated April 23, 2008.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, DDi Corp. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	DDi CORP.
Date: April 23, 2008
	By:	/s/ Kurt E. Scheuerman
		Kurt E. Scheuerman Vice President & General Counsel

Exhibit Index

Exhibit No.	Description
99.1	Press Release dated April 23, 2008.

EX-99.1

Exhibit 99.1

NEWS BULLETIN	DDi Corp.
	1220 Simon Circle
	Anaheim, CA 92806
	NASDAQ: DDIC

For Further Information:

Mikel H. Williams	Sally Goff Edwards
Chief Executive Officer	Chief Financial Officer
(714) 688-7200	(714) 688-7200

DDi Corp. Announces First Quarter 2008 Results

Selected Q1 Highlights:

• Net sales of $47.4 million up 9 percent from prior year first quarter

• Adjusted EBITDA of $6.0 million up 52 percent from prior year first quarter

• Net income of $0.7 million up 172 percent from prior year first quarter

• Repurchased additional 970,052 shares for $5.0 million in cash

ANAHEIM, Calif., April 23, 2008 – DDi Corp. (NASDAQ: DDIC), a leading provider of time-critical, technologically-advanced printed circuit board (“PCB”) engineering and manufacturing services, today reported financial results for its first quarter ended March 31, 2008.

First Quarter Results

First quarter 2008 net sales of $47.4 million increased 9 percent from the prior year’s first quarter net sales of $43.4 million, and increased 5 percent sequentially from fourth quarter 2007 net sales of $45.2 million.

Gross margin as a percentage of net sales for the first quarter of 2008 increased to 20.6 percent from the prior year’s first quarter gross margin of 18.4 percent and also improved sequentially from 17.4 percent in the fourth quarter of 2007.

Mikel Williams, President and CEO of DDi, stated “The first quarter reflects a strong start to 2008. DDi’s technology leadership and operational delivery continues to resonate well with both the commercial and military/aerospace printed circuit board markets. We were able to grow our sales and margins while continuing to effectively manage our costs. As we move into the balance of the year, we see continued solid demand and I believe we are well positioned to continue to execute on our strategy.”

Total sales and marketing expenses for the first quarter of 2008 were $3.3 million, or 6.9 percent of net sales, compared to $3.1 million, or 7.2 percent of net sales for the prior year’s first quarter. On a sequential basis, sales and marketing expenses increased from $2.8 million, or 6.2 percent of net sales in the fourth quarter of 2007. The increase was primarily due to higher variable sales costs on increased sales, as well as higher management incentive accruals.

DDi Corp. First Quarter 2008 Earnings Results

Page 2

Total general and administrative expenses were essentially flat at $3.8 million, or 8.1 percent of net sales for the first quarter of 2008 compared to $3.8 million, or 8.8 percent of net sales for the prior year’s first quarter, despite the year on year sales growth reflecting management’s efforts to control overhead costs. On a sequential basis, general and administrative expenses increased from $3.3 million, or 7.3 percent of net sales for the fourth quarter of 2007, primarily due to audit fees heavily concentrated in the first quarter of the year and higher management incentive accruals.

Adjusted EBITDA for the first quarter of 2008 was $6.0 million, or 12.7 percent of net sales, a 52 percent improvement over $4.0 million, or 9.1 percent of net sales for the prior year’s first quarter. Adjusted EBITDA also improved sequentially from $5.1 million, or 11.4 percent of net sales for the fourth quarter of 2007. (A reconciliation of this non-GAAP measure is provided after the GAAP financial statements below.)

The Company reported net income of $718,000, or $0.03 per diluted share for the first quarter of 2008, an improvement compared to a net loss of $1.0 million, or $0.04 loss per share for the prior year’s first quarter, and a sequential improvement compared to a net loss of $285,000, or $0.01 loss per share in the fourth quarter of 2007.

Liquidity

As of March 31, 2008, the Company had total cash and cash equivalents of $17.7 million, after using $5.0 in cash to repurchase 970,052 shares of its common stock during the quarter. There were no borrowings outstanding under its revolving credit facility at March 31, 2008 which had a borrowing capacity of approximately $20.0 million.

The Company has used a total of $6.9 million of its cash to repurchase 1,274,505 shares, or over 5 percent of the outstanding shares, of its common stock since the inception of the repurchase program in August 2007.

The Company invested $2.8 million on capital expenditures in the first quarter of 2008.

Conference Call and Webcast

A conference call with simultaneous webcast to discuss first quarter 2008 financial results will be held today at 5:00 p.m. Eastern / 2:00 p.m. Pacific. The call is being webcast and can be accessed at the Company’s web site: www.ddiglobal.com/investor. Participants should access the website at least 15 minutes early to register and download any necessary audio software. A telephone replay of the conference call will be available through May 7, 2008 by dialing 888-286-8010 (domestic) or 617-801-6888 (international) and entering the conference ID 21664605. An online replay of the webcast will be available for 12 months at www.ddiglobal.com/investor under “Financial Calendar.” For more information, visit www.ddiglobal.com.

About DDi

DDi is a leading provider of time-critical, technologically-advanced, electronics manufacturing services. Headquartered in Anaheim, California, DDi and its subsidiaries offer PCB engineering, fabrication and manufacturing services to leading electronics OEMs and contract manufacturers worldwide from its facilities across North America and with manufacturing partners in Asia.

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DDi Corp. First Quarter 2008 Earnings Results

Page 3

Non-GAAP Financial Measures

This release includes ‘adjusted EBITDA’, a non-GAAP financial measure as defined in Regulation G of the Securities Exchange Act of 1934. Management believes that the disclosure of non-GAAP financial measures, when presented in conjunction with the corresponding GAAP measures, provide useful information to the Company, investors and other users of the financial statements and other financial information in identifying and understanding operating performance for a given level of net sales and business trends. Management believes that adjusted EBITDA is an important factor of the Company’s business because it reflects financial performance that is unencumbered by debt service and other non-cash, non-recurring or unusual items. This financial measure is commonly used in the Company’s industry. It is also used by the Company’s lenders to determine components of covenant compliance. However, adjusted EBITDA should not be considered as an alternative to cash flow from operating activities, as a measure of liquidity or as an alternative to net income as a measure of operating results in accordance with generally accepted accounting principles. The Company’s definition of adjusted EBITDA may differ from definitions of such financial measure used by other companies. The Company has provided a reconciliation of adjusted EBITDA to GAAP financial information in the attached Schedule of Non-GAAP reconciliations.

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995

Except for historical information contained in this release, statements in this release may constitute forward-looking statements regarding the Company’s assumptions, projections, expectations, targets, intentions or beliefs about future events. Words or phrases such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “projects,” “targets,” “will likely result,” “will continue,” “may,” “could” or similar expressions identify forward-looking statements. Forward-looking statements involve risks and uncertainties, which could cause actual results or outcomes to differ materially from those expressed. The Company cautions that while it makes such statements in good faith and it believes such statements are based on reasonable assumptions, including without limitation, management’s examination of historical operating trends, data contained in records, and other data available from third parties, it cannot assure you that the Company’s projections will be achieved. In addition to other factors and matters discussed from time to time in the Company’s filings with the U.S. Securities and Exchange Commission, or the SEC, some important factors that could cause actual results or outcomes for DDi or its subsidiaries to differ materially from those discussed in forward-looking statements include changes in general economic conditions in the markets in which it may compete and fluctuations in demand in the electronics industry; the Company’s ability to sustain historical margins; increased competition; increased costs; loss or retirement of key members of management; increases in the Company’s cost of borrowings or unavailability of additional debt or equity capital on terms considered reasonable by management; and adverse state, federal or foreign legislation or regulation or adverse determinations by regulators. Any forward-looking statement speaks only as of the date on which such statement is made, and, except as required by law, the Company undertakes 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.

[Financial Tables follow]

DDi Corp. First Quarter 2008 Earnings Results

Page 4

DDi Corp.

Condensed Consolidated Statements of Operations

(In thousands, except per share amounts)

(Unaudited)

	Qtr. Ended Mar. 31, 2008			Qtr. Ended Mar. 31, 2007			Qtr. Ended Dec. 31, 2007
Net sales	$	47,352		$	43,447		$	45,184
Cost of goods sold		37,609			35,457			37,309
Gross profit		9,743			7,990			7,875
		20.6	%		18.4	%		17.4	%
Operating expenses:
Sales and marketing		3,276			3,124			2,779
General and administrative		3,838			3,811			3,294
Amortization of intangible assets		1,339			1,340			1,340
Restructuring and other related charges		185			77			313
Operating income (loss)		1,105			(362	)		149
Interest and other expense (income), net		(48	)		333			(139	)
Income (loss) before income taxes		1,153			(695	)		288
Income tax expense		435			296			573
Net income (loss)	$	718		$	(991	)	$	(285	)
Net income (loss) per share – basic	$	0.03		$	(0.04	)	$	(0.01	)
Net income (loss) per share – diluted	$	0.03		$	(0.04	)	$	(0.01	)
Weighted-average shares used in per share computations – basic		21,988			22,594			22,422
Weighted-average shares used in per share computations – diluted		21,993			22,594			22,422

DDi Corp. First Quarter 2008 Earnings Results

Page 5

DDi Corp

Condensed Consolidated Balance Sheets

(In thousands)

(Unaudited)

	March 31, 2008			December 31, 2007
Assets
Current assets:
Cash and cash equivalents	$	17,747		$	20,445
Accounts receivable, net		30,264			26,411
Inventories		15,892			13,696
Prepaid expenses and other		868			657
Total current assets		64,771			61,209
Property, plant and equipment, net		28,601			28,503
Goodwill and intangibles, net		44,776			46,115
Other assets		918			950
Total assets	$	139,066		$	136,777
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	15,633		$	11,024
Accrued expenses and other current liabilities		11,817			10,139
Total current liabilities		27,450			21,163
Other long-term liabilities		4,186			4,449
Total liabilities		31,636			25,612
Stockholders’ equity:
Common stock, additional paid-in-capital and treasury stock		236,704			241,086
Accumulated other comprehensive income		400			471
Accumulated deficit		(129,674	)		(130,392	)
Total stockholders’ equity		107,430			111,165
Total liabilities and stockholders’ equity	$	139,066		$	136,777

DDi Corp. First Quarter 2008 Earnings Results

Page 6

DDi Corp.

Schedule of Non-GAAP Reconciliations

(In thousands)

(Unaudited)

	Qtr. Ended Mar. 31, 2008			Qtr. Ended Mar. 31, 2007			Qtr. Ended Dec. 31, 2007
Adjusted EBITDA:
GAAP net income (loss)	$	718		$	(991	)	$	(285	)
Add back:
Interest and other expense (income), net		(48	)		333			(139	)
Income tax expense		435			296			573
Depreciation		2,736			2,362			2,737
Amortization of intangible assets		1,339			1,340			1,340
Non-cash compensation		650			552			604
Restructuring and other related charges		185			77			313
Adjusted EBITDA **	$	6,015		$	3,969		$	5,143

** Earnings before interest and other, income taxes, depreciation, amortization, non-cash compensation, and restructuring and other related charges