##### 



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, DC 20549
    Form 10-Q
  (Mark One)
  þ

Quarterly report pursuant to Section 13 or 15(d) of the
    Securities  Exchange Act of 1934For the quarterly period ended September 30, 2007Oro

Transition Report Pursuant to Section 13 or 15(d) of the
    Securities
    Exchange Act of 1934For the transition period
    from          to          .  Commission File
    Number: 0-21213
  LCC International,
    Inc.
 (Exact name of registrant as
    specified in its charter)
  Delaware

54-1807038(State or Other Jurisdiction of
    Incorporation or Organization)

(I.R.S. Employer Identification
    Number)7900 Westpark Drive, McLean, VA

22102(Address of Principal Executive
    Offices)

(Zip Code)   Registrants telephone number, including area code:
    (703) 873-2000
  o þ
  Rule 12b-2
  Large
    accelerated
    filer  o
    Accelerated
    filer  þ
    Non-accelerated
    filer  o
    Smaller
    reporting
    company  o(Do not check if a smaller reporting company)  Rule 12b-2 o þ




---



##### 



LCC
    INTERNATIONAL, INC. AND SUBSIDIARIES
  QUARTERLY REPORT ON
    FORM 10-Q
 FOR THE QUARTER ENDED SEPTEMBER 30, 2007
  INDEX
  PageNumberPART I:


FINANCIAL INFORMATIONITEM 1:


FINANCIAL STATEMENTS


3Condensed consolidated statements of operations
    for the three and nine months ended September 30, 2007 and
    2006 (unaudited)


3Condensed consolidated balance sheets as of
    September 30, 2007 (unaudited) and December 31,
    2006


4Condensed consolidated statements of cash flows
    for the nine months ended September 30, 2007 and 2006
    (unaudited)


5Notes to condensed consolidated financial
    statements (unaudited)


6ITEM 2:


MANAGEMENTS DISCUSSION AND ANALYSIS OF
    FINANCIAL CONDITION AND RESULTS OF OPERATIONS


24ITEM 3:


QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
    MARKET RISK


36ITEM 4:


CONTROLS AND PROCEDURES


37PART II:


OTHER INFORMATION


39ITEM 1:


Legal Proceedings


39ITEM 1A:


Risk Factors


39ITEM 2:


Unregistered Sales of Equity Securities and Use
    of Proceeds


39ITEM 3:


Defaults Upon Senior Securities


39ITEM 4:


Submission of Matters to a Vote of Security
    Holders


39ITEM 5:


Other Information


39ITEM 6:


Exhibits


39  2




---



##### 



PART I:
    FINANCIAL INFORMATION Item 1:
    Financial Statements  LCC
    INTERNATIONAL, INC. AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS(In thousands, except per share data)
    (Unaudited)
  Three Months


Nine Months EndedEnded September 30,


September 30,2007


2006


2007


2006REVENUES

$
41,834


$
31,933


$
96,191


$
101,673COST OF REVENUES (exclusive of depreciation shown separately
    below)


35,543



22,671



80,825



74,796GROSS PROFIT


6,291



9,262



15,366



26,877OPERATING EXPENSE:Sales and marketing


3,899



1,635



10,453



5,325General and administrative


6,364



6,082



18,834



18,545Restructuring charge


303







1,366



108Depreciation and amortization


917



673



2,411



2,03311,483



8,390



33,064



26,011OPERATING INCOME (LOSS)


(5,192
)


872



(17,698
)


866OTHER INCOME (EXPENSE):Interest income


8



7



75



46Interest expense


(1,258
)


(171
)


(1,999
)


(576
)Other


(1,759
)


934



(1,907
)


1,239(3,009
)


770



(3,831
)


709INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES


(8,201
)


1,642



(21,529
)


1,575PROVISION FOR INCOME TAXES


(633
)


1,511



355



3,379INCOME (LOSS) FROM CONTINUING OPERATIONS


(7,568
)


131



(21,884
)


(1,804
)DISCONTINUED OPERATIONS:Loss from discontinued operations (net of applicable taxes of
    zero)


(329
)


(1,638
)


(1,205
)


(2,707
)Gain on disposal of discontinued operations (net of applicable
    taxes of zero)














922Adjustment to gain on disposal of discontinued operations (net
    of applicable taxes of zero)






(63
)


(1,550
)


(63
)LOSS FROM DISCONTINUED OPERATIONS


(329
)


(1,701
)


(2,755
)


(1,848
)NET LOSS

$
(7,897
)

$
(1,570
)

$
(24,639
)

$
(3,652
)NET INCOME (LOSS) PER SHARE:Continuing operationsBasic and diluted

$
(0.24
)

$
0.01


$
(0.76
)

$
(0.07
)Discontinued operationsBasic and diluted

$
(0.01
)

$
(0.07
)

$
(0.09
)

$
(0.08
)Net loss per shareBasic and diluted

$
(0.25
)

$
(0.06
)

$
(0.85
)

$
(0.15
)WEIGHTED AVERAGE SHARES USED IN CALCULATION OF NET (LOSS) PER
    SHARE:Basic and diluted


31,090



24,981



28,979



24,848    3




---



##### 



LCC
    INTERNATIONAL, INC. AND SUBSIDIARIES
 CONDENSED
CONSOLIDATED
    BALANCE SHEETS
 (In
    thousands)
  September 30,


December 31,2007


2006(Unaudited)ASSETS:Current assets:Cash and cash equivalents

$
5,459


$
6,445Restricted cash


212



883Receivables, net of allowance for doubtful accounts of $280 and
    $200 at September 30, 2007 and December 31, 2006,
    respectivelyTrade accounts receivable


43,685



34,755Unbilled receivables


25,657



24,807Due (to)/from related parties and affiliates


69



3Due from disposal of business


2,863



7,610Deferred income taxes, net


23



118Prepaid expenses and other current assets


4,701



3,798Prepaid tax receivable and prepaid taxes


159



356Assets held for sale


321



587Total current assets


83,149



79,362Property and equipment, net


5,931



2,779Deferred income taxes, net


2,356



1,453Goodwill


58,056



13,989Other intangibles


44



293Other assets


1,101



547$
150,637


$
98,423LIABILITIES AND SHAREHOLDERS EQUITY:Current liabilities:Lines of credit

$
1,325


$
1,038Note payable






3,188Accounts payable


14,533



17,224Accrued expenses


19,069



13,867Accrued employee compensation and benefits


7,123



6,545Deferred revenue


1,924



119Income taxes payable


1,726



2,082Accrued restructuring current


988



949Other current liabilities


6,108



597Liabilities held for sale


454



263Total current liabilities


53,250



45,872Lines of credit


28,592



Note payable


21,584



Accrued restructuring noncurrent


149



87Other liabilities


644



368Total liabilities


104,219



46,327Commitments and contingenciesShareholders equity:Preferred stock:10,000 shares authorized; -0- shares issued and outstanding






Class A common stock; $.01 par value:70,000 shares authorized; 31,288 shares issued and
    31,129 shares outstanding and 25,803 shares issued and
    25,644 shares outstanding at September 30, 2007 and
    December 31, 2006, respectively


313



258Class B common stock; $.01 par value:20,000 shares authorized; 0 shares and 0 shares
    issued and outstanding at September 30, 2007 and
    December 31, 2006, respectively






Paid-in capital


130,215



112,762Accumulated deficit


(90,133
)


(63,470
)Subtotal


40,395



49,550Accumulated other comprehensive income  foreign
    currency translation adjustments


6,905



3,428Treasury stock (159 shares)


(882
)


(882
)Total shareholders equity


46,418



52,096$
150,637


$
98,423    4




---



##### 



LCC
    INTERNATIONAL, INC. AND SUBSIDIARIES
 CONDENSED
    CONSOLIDATED STATEMENTS OF CASH FLOWS
    (In thousands)
    (Unaudited)  Nine Months Ended September 30,Cash flows from operating activities:


2007



2006Net loss

$
(24,639
)

$
(3,652
)Adjustments to reconcile net loss to net cash used in operating
    activities:Depreciation and amortization


2,463



2,164Provision (recovery) for doubtful accounts


(363
)


(29
)Non-cash share-based compensation


1,329



1,303Loss from investments in joint ventures, net






108Loss on disposal
of Network Deployment business


1,550



Loss on disposal of fixed assets


5



Restructuring charge (reversal)


1,361



(859
)Changes in operating assets and liabilities:Trade, unbilled, and other receivables


4,217



10,784Accounts payable and accrued expenses


(5,938
)


(18,380
)Other current assets and liabilities


6,046



(2,712
)Other non current assets and liabilities


(4,456
)


223Net cash used in operating activities


(18,425
)


(11,050
)Cash flows from investing activities:Purchases of property and equipment


(3,835
)


(974
)Business acquisitions and investments, net of cash acquired


(24,113
)


Proceeds from sale of business






985Net cash used in investing activities


(27,948
)


11Cash flows from financing activities:Proceeds from issuance of common stock, net


15,838



Proceeds from exercise of options


341



608Proceeds from line of credit


37,515



11,182Payments on line of credit


(8,777
)


(13,230
)Proceeds from note payable






4,200Net cash provided by financing activities


44,917



2,760Effect of exchange rate changes on cash and equivalents


470



314Net decrease in cash and cash equivalents


(986
)


(7,965
)Cash and cash equivalents at beginning of period


6,445



14,196Cash and cash equivalents at end of period

$
5,459


$
6,231Supplemental disclosures of cash flow information:Cash paid during the period for:Interest

$
1,475


$
515Income taxes

$
1,964


$
2,382Supplemental disclosures of non cash investing and financing
    activities:Reduction in due from disposal of business and related note
    payable

$
3,188


$
Note payable issued in connection with business acquisition

$
21,584


$
    5




---



##### 



LCC
    INTERNATIONAL, INC. AND SUBSIDIARIES
 NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)  NOTE
    1.
    DESCRIPTION
    OF OPERATIONS AND BASIS OF PRESENTATION        Form 10-Q. Form 10-K.
  NOTE
    2.
    SUMMARY
    OF SIGNIFICANT ACCOUNTING POLICIES      Significant
    accounting policies are as follows:
  Cash Equivalents and Restricted Cash
 6




---



##### 



Concentration of Credit Risk
  September 30,


December 31,2007


2006(in thousands)Europe

$
13,705


$
10,206Middle East/Africa

$
17,742


$
19,990Asia-Pacific

$
110


$
288   start-up
    Fair Value of Financial Instruments
  Inventory first-in,
  Property and Equipment
    Computer equipment


3 yearsSoftware


3 yearsFurniture and office equipment


3 to 7 yearsLeasehold improvements


Shorter of the term of the lease or estimated useful lifeVehicles


5 years   Impairment of Long-Lived Assets Accounting for Impairment or
    Disposal of Long-Lived Assets,
 7




---



##### 



Goodwill and Other Intangible Assets Goodwill and Other Intangible
    Assets
  Revenue Recognition percentage-of-completion
  Income Taxes Accounting for
    Income Taxes.
  non-U.S.
  Accounting for Uncertainty
    in Income Taxes An Interpretation of FASB
    Statement No. 109
  Foreign Currency Translation
  Foreign Currency
    Translation non-U.S. dollar
 8




---



##### 



Use of Estimates
  Share-Based Compensation Share-Based Payment Accounting For Stock Issued to
    Employees.
    Other Comprehensive Income (Loss)
  Factoring of Accounts Receivable Accounting for Transfers and Servicing of Financial
    Assets and Extinguishment of Liabilities, Accounting for Servicing of Financial
    Assets  An Amendment of FASB Statement
    No. 140. Lines of Credit and
    Notes Payable
  Reclassifications
  NOTE 3.
    NEW
    ACCOUNTING STANDARDS   9




---



##### 



instrument-by-instrument
  Fair Value Measurements
   NOTE 4.
    BUSINESS
    COMBINATIONS  Lines of Credit and
    Notes Payable
   10




---



##### 



(in thousands)Fair value of tangible net assets acquired:Cash and cash equivalents


$

250Trade accounts receivable (net)


1,681Unbilled receivables


1,637Fixed assets


854Other assets


487Liabilities assumed


(4,102
)Excess cost of acquiring WFI EMEA over fair value of 
    identified net assets acquired (goodwill)


3,709$
4,516        Lines of Credit and Note
    Payable. Lines of Credit and Note Payable.
      (in thousands)Fair value of tangible assets acquired

$
3,368Liabilities assumed


(1,617
)Excess cost of acquiring net assets over fair value of
    identified net assets acquired (goodwill)


39,727$
41,478        Three Months Ended


Nine Months EndedSeptember 30,


September 30,2007


2006


2007


2006Revenue

$
41,834


$
47,060


$
117,106


$
152,644Operating (loss) income



$
(5,192
)

$
153


$
(19,187
)

$
763Net loss

$
(7,897
)

$
(3,013
)

$
(27,087
)

$
(5,659
)Loss per share (basic and diluted)

$
(0.25
)

$
(0.12
)

$
(0.93
)

$
(0.23
)  NOTE 5.
    DISCONTINUED
    OPERATIONS  Accounting for
    the Impairment or Disposal of Long-Lived Assets
 11




---



##### 



Three Months Ended


Nine Months EndedSeptember 30,


September 30,


September 30,


September 30,2007


2006


2007


2006(in thousands)Revenue

$
459


$
664


$
1,449


$
14,420Gross margin (loss)

$
(88
)

$
(1,243
)

$
(98
)

$
(1,343
)Loss from discontinued operations (net of applicable taxes of
    zero)

$
(329
)

$
(1,638
)

$
(1,205
)

$
(2,707
)Gain on disposal of discontinued operations (net of applicable
    taxes)






(63
)


(1,550
)


859Total loss from discontinued operations

$
(329
)

$
(1,701
)

$
(2,755
)

$
(1,848
)     Sale
    of U.S. Network Deployment Business
        Lines of Credit and Notes Payable
   12




---



##### 



Three Months Ended


Nine Months EndedSeptember 30,


September 30,


September 30,


September 30,2007


2006


2007


2006(in thousands)Revenue

$



$
162


$
91


$
12,761Gross margin (loss)

$



$
(868
)

$
91


$
(1,055
)Income (loss) from discontinued operations (net of applicable taxes of
    zero)

$
(9
)

$
(967
)

$
68


$
(1,756
)Gain (loss) on disposal of discontinued operations (net of applicable
    taxes)






(63
)


(1,550
)


859Total income (loss) from discontinued operations

$
(9
)

$
(1,030
)

$
(1,482
)

$
(897
)     September 30,


December 31,2007


2006(in thousands)Billed accounts receivable

$
82


$
183Accounts payable

$
360


$
1,087Accrued expenses

$
594


$
623   Sale
    of Brazilian Subsidiary
      Subsequent Events.
 13




---



##### 



Three Months Ended


Nine Months EndedSeptember 30,


September 30,


September 30,


September 30,2007


2006


2007


2006(in thousands)Revenue

$
459


$
502


$
1,358


$
1,659Gross margin (loss)

$
(88
)

$
(375
)

$
(189
)

$
(288
)Loss from discontinued operations (net of applicable taxes of
    zero)

$
(320
)

$
(671
)

$
(1,273
)

$
(951
)     September 30,


December 31,2007


2006(in thousands)Cash and cash equivalents (cash overdraft)

$
(14
)

$
50Other receivables


209



418Other current assets


63



65Fixed assets


63



54Assets held for sale

$
321


$
587Accounts payable

$
153


$
84Accrued employee compensation and benefits


173



113Other accrued expenses


128



66Liabilities held for sale

$
454


$
263   NOTE 6.
    GOODWILL
    AND INTANGIBLES    September 30,


December 31,2007


2006(in thousands)Goodwill

$
58,056


$
13,989Other intangibles:Customer relationships

$
1,142


$
1,098Trade names


221



205Patents


43



28Other


3



223Accumulated amortization


(1,365
)


(1,261
)Other intangibles

$
44


$
293   Business Combinations
 14




---



##### 



NOTE 7.
    OTHER
    COMPREHENSIVE INCOME (LOSS)    Three Months Ended


Nine Months EndedSeptember 30,


September 30,2007


2006


2007


2006(in thousands)Net loss

$
(7,897
)

$
(1,570
)

$
(24,639
)

$
(3,652
)Other comprehensive loss, net of tax:Change in foreign currency translation gains


1,611



275



2,304



1,555Other comprehensive loss

$
(6,286
)

$
(1,295
)

$
(22,335
)

$
(2,097
)   NOTE 8.
    RESTRUCTURING
    CHARGE         15




---



##### 



Business Combinations.
    Severance


Other


Total(in thousands)Restructuring payable as of December 31, 2005

$
22


$
1,542


$
1,564Restructuring charge






108



108Reversal of excess severance


(19
)






(19
)Charges against the provision:Payments for excess office space, net of sublease income






(645
)


(645
)Other






28



28Restructuring payable as of December 31, 2006


3



1,033



1,036Restructuring charge


1,328



531



1,859Reversal of excess facilities provision






(495
)


(495
)Restructuring charge on acquisition


545







545Charges against the provision:Payments for excess office space, net of sublease income






(624
)


(624
)Payments for severance


(1,196
)






(1,196
)Other


6



6



12Restructuring payable as of September 30, 2007

$
686


$
451


$
1,137     September 30,


December 31,2007


2006(in thousands)Accrued restructuring current

$
988


$
949Accrued restructuring non-current


149



87Accrued restructuring total

$
1,137


$
1,036   NOTE 9.
    FACTORING
AGREEMENT    NOTE 10.
    LINES OF
    CREDIT AND NOTES PAYABLE  Discontinued Operations
 16




---



##### 



17




---



##### 



Subsequent Events
    NOTE 11.
    INCOME
TAXES  ADOPTION OF FIN 48        NOTE 12.
    SHARE-BASED
    COMPENSATION    Americas


EMEA


Non Reportable Segments


Total2007


2006


2007


2006


2007


2006


2007


2006(in thousands)Three Months ended September 30,Cost of revenues

$
12


$
30


$
6


$
28


$



$



$
18


$
58Sales and marketing


(1
)


7



22



30



9



17



30



54General and administrative


8



(44
)


70



98



105



306



183



360$
19


$
(7
)

$
98


$
156


$
114


$
323


$
231


$
472   Americas


EMEA


Non Reportable Segments


Total2007


2006


2007


2006


2007


2006


2007


2006(in thousands)Nine Months ended September 30,Cost of revenues

$
40


$
90


$
79


$
65


$



$



$
119


$
155Sales and marketing


21



43



66



72



76



26



163



141General and administrative


29



40



209



264



804



699



1,042



1,003$
90


$
173


$
354


$
401


$
880


$
725


$
1,324


$
1,299   NOTE 13.
    SHAREHOLDERS
    EQUITY   18




---



##### 



Form 10-K Form 10-Qs, EITF 00-19-2 Accounting for Registration Payment Arrangements Accounting for Contingencies
  Subsequent Events
  Note 14.
    SEGMENT
    REPORTING  Disclosures about Segments of an
    Enterprise and Related Information
      OperatingAmericas


EMEA


Segment Total2007


2006


2007


2006


2007


2006(in thousands)Three Months ended September 30,Revenues:From external customers

$
16,442


$
7,117


$
25,392


$
24,816



41,834



31,933Inter-segment revenues






















Total revenues

$
16,442


$
7,117


$
25,392


$
24,816


$
41,834


$
31,933Income (loss) before taxes

$
(984
)

$
(172
)

$
(2,684
)

$
4,622


$
(3,668
)

$
4,450Total assets

$
66,560


$
19,427


$
78,928


$
78,615


$
145,488


$
98,042   19




---



##### 



OperatingAmericas


EMEA


Segment Total2007


2006


2007


2006


2007


2006(in thousands)Nine Months ended September 30,Revenues:From external customers

$
29,253


$
24,524


$
66,938


$
77,149



96,191



101,673Inter-segment revenues






















Total revenues

$
29,253


$
24,524


$
66,938


$
77,149


$
96,191


$
101,673Income (loss) before taxes

$
(4,202
)

$
117


$
(6,558
)

$
9,878


$
(10,760
)

$
9,995     Three Months Ended


Nine Months EndedSeptember 30,


September 30,2007


2006


2007


2006Revenues:Revenues for reportable segments

$
41,834


$
31,933


$
96,191


$
101,673Revenues for non-reportable segments














Total consolidated revenues

$
41,834


$
31,933


$
96,191


$
101,673Income (loss) before income taxes:For reportable segments

$
(3,668
)

$
4,450


$
(10,760
)

$
9,995For non-reportable segments


(4,533
)


(2,808
)


(10,769
)


(8,420
)Total income (loss) before taxes

$
(8,201
)

$
1,642


$
(21,529
)

$
1,575Assets:Assets for reportable segments









$
145,488


$
98,042Assets not attributable to reportable segments:Cash and cash equivalents










1,179



2,366Restricted cash














37Deferred and prepaid tax assets










2,410



1,385Property and equipment










617



620Receivables










129



288Prepaids and other










814



479Total consolidated assets









$
150,637


$
103,217   NOTE 15.
    RELATED
    PARTY TRANSACTIONS   20




---



##### 



NOTE 16.
    COMMITMENTS AND CONTINGENCIES
    NOTE 17.
    MANAGEMENTSS PLANS, LIQUIDITY AND BUSINESS RISKS
        NOTE 18.
    SUBSEQUENT EVENTS
  Form 8-K Form 8-K
 21




---



##### 



Form 8-K Form 10-Q
  non-U.S. subsidiaries
  10-K Form 10-Qs
  Form 8-K
  Form 8-K Form 10-K Form 10-Q.
 22




---



##### 



23




---



##### 



Item 2:
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  Form 10-Q
  Form 10-K
  OVERVIEW
      Americas:
    
    Headquartered in McLean, Virginia, the Americas region provides
    a range of service offerings to wireless operators and equipment
    vendors in North America. During the nine months ended
    September 30, 2007, Americas generated approximately 23.6%
    of our total revenue.EMEA:
    
    Based in London, EMEA is responsible for operations in the U.K.,
    Italy, the Netherlands, Algeria, Belgium, Luxembourg, Germany,
    Spain, Greece, Pakistan and Saudi Arabia. During the nine months
    ended September 30, 2007, EMEA generated approximately
    76.4% of our total revenue.Nonreportable segments:
    
    This segment of our business includes the wind down of our
    operations in Asia Pacific, LCC Wireline, Inc. corporate and the
    Wireless Institute. These combined operations generated minimal
    revenues.   24




---



##### 



year-to-year
    RECENT
    DEVELOPMENTS
  Bank
    Refinancing
   25




---



##### 



SEC Filing
Delinquencies and NASDAQ
    compliance
  Form 10-K Form 10-Q
  Form 8-K Form 10-K Form 10-K
  Form 8-K Form 10-K. Form 10-K Form 10-Q Form 10-Q.
  Form 8-K Form 10-K Form 10-Q Form 10-K Form 10-Q Form 8-K/A
  Form 8-K form 10-Q Form 8-K Form 10-Q
  10-K Form 10-Qs
 26




---



##### 



TRENDS
    THAT HAVE AFFECTED OR MAY AFFECT RESULTS OF OPERATIONS AND
    FINANCIAL CONDITION
    
    project related revenues derived from a limited set of customers
    in each market where we do business;
    the acceleration or the delay associated with the introduction
    of new technologies and services by our customers;
    the management and the services composition of our fixed price
    contracts;
    increased spending by wireless service providers in the areas of
    network design, deployment and optimization;
    migration of networks to accommodate enhanced data offerings;
    consolidation in the carrier and OEM community; and
    increased percentage of revenues derived from our international
    operations.         27




---



##### 



RESULTS
    OF OPERATIONS
    Revenues,
    Cost of Revenues and Gross Margins
  Three Months Ended September 30,


Nine Months Ended September 30,2007


2006


2007


2006(in thousands)


(% of revenue)


(in thousands)


(% of revenue)


(in thousands)


(% of revenue)


(in thousands)


(% of revenue)Revenues:Americas

$
16,442



39.3
%

$
7,117






$
29,253



30.4
%

$
24,524EMEA


25,392



60.7
%


24,816







66,938



69.6
%


77,149Nonreportable segments


























41,834







31,933







96,191







101,673Cost of revenues:Americas


14,221



86.5
%


5,653



79.4
%


26,352



90.1
%


19,338



78.9
%EMEA


21,322



84.0
%


17,104



68.9
%


54,485



81.4
%


55,544



72.0
%Nonreportable segments


0







(86
)






(12
)






(86
)


35,543



85.0
%


22,671



71.0
%


80,825



84.0
%


74,796



73.6
%Gross margins:Americas


2,221



13.5
%


1,464



20.6
%


2,901



9.9
%


5,186



21.1
%EMEA


4,070



16.0
%


7,712



31.1
%


12,453



18.6
%


21,605



28.0
%Nonreportable segments










86







12







86



$
6,291



15.0
%

$
9,262



29.0
%

$
15,366



16.0
%

$
26,877



26.4
%   Americas
   28




---



##### 



EMEA
      Nonreportable
    segments
    Operating
    Expense
  Three Months Ended


Nine Months EndedSeptember 30,


September 30,2007


2006


2007


2006(in thousands)


(in thousands)Sales and marketing:Americas

$
1,083



553



2,599



1,752EMEA


2,276



702



5,813



3,120Nonreportable segments


540



380



2,041



4533,899



1,635



10,453



5,325General and administrative:Americas


1,263



940



3,314



2,879EMEA


2,337



2,593



7,948



7,764Nonreportable segments


2,764



2,549



7,572



7,9026,364



6,082



18,834



18,545 29




---



##### 



Three Months Ended


Nine Months EndedSeptember 30,


September 30,2007


2006


2007


2006(in thousands)


(in thousands)Restructuring charge (recovery):Americas














EMEA


303







1,859



31Nonreportable segments










(493
)


77303







1,366



108Depreciation and amortization:Americas


233



143



426



439EMEA


615



441



1,779



1,353Nonreportable segments


69



89



206



241917



673



2,411



2,033Total Americas:



2,578



1,636



6,339



5,070EMEA


5,532



3,736



17,398



12,268Nonreportable segments


3,373



3,018



9,326



8,673Total

$
11,483


$
8,390


$
33,063


$
26,011        30




---



##### 



Other
    Income and Expense
  Three Months Ended


Nine Months EndedSeptember 30,


September 30,2007


2006


2007


2006(in thousands)


(in thousands)Interest income:Americas

$
1


$



$
1


$
1EMEA


8



5



32



30Nonreportable segments






2



42



159



7



75



46Interest expense:Americas


(640
)






(811
)


EMEA


(43
)


(26
)


(86
)


(26
)Nonreportable segments


(575
)


(145
)


(1,102
)


(550
)(1,258
)


(171
)


(1,999
)


(576
)Other income (expense):Americas


12







46



EMEA


(1,187
)


667



(1,559
)


537Nonreportable segments


(584
)


267



(394
)


702(1,759
)


934



(1,907
)


1,239Total:Americas


(627
)






(764
)


1EMEA


(1,222
)


646



(1,613
)


541Nonreportable segments


(1,160
)


124



(1,454
)


167Total

$
(3,009
)

$
770


$
(3,831
)

$
709     Tax
    Expense
   31




---



##### 



Liquidity
    and Capital Resources
    Sources
    and Uses of Cash
  Nine Months EndedSeptember 30, 2007


September 30, 2006(in thousands)Net cash used in operating activities

$
(18,425
)

$
(11,050
)Net cash (used in) provided by investing activities


(27,948
)


11Net cash provided by financing activities


44,917



2,760Effect of exchange rates on cash and equivalents


470



314Net decrease in cash and cash equivalents

$
(986
)

$
(7,965
)       non-network
     32




---



##### 



Cash
    Requirements
  September 30, 2007


December 31, 2006(in thousands)Cash and cash equivalents (exclusive of restricted cash)

$
5,459


$
6,445Line of credit  short term

$
1,325


$
1,038Note payable  short term

$



$
3,188Working capital

$
29,899


$
33,490        33




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##### 



Form 8-K
      Critical
    Accounting Policies
    
    revenue recognition;
    allowance for doubtful accounts;
    accounting for income taxes;
    restructuring charge; and
    share-based compensation; and
    goodwill and intangibles.  Revenue
    recognition
  percentage-of-completion percentage-of-completion
 34




---



##### 



Allowance
    for doubtful accounts
    Accounting
    for income taxes
      Restructuring
    charge
      Share-based
    compensation
   35




---



##### 



Goodwill
    and intangibles
  Goodwill and Other
    Intangible Assets
        RELATED
    PARTY TRANSACTIONS
     ITEM 3:
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
    RISK   36




---



##### 



non-U.S. subsidiaries
      ITEM 4:
    CONTROLS
    AND PROCEDURES  (a)
    Disclosure Controls and Procedures    Form 10-K.
  Material
Weaknesses In Internal Controls Over Financial Reporting    Form 10-K
 37




---



##### 




    Provided management training of operations and financial
    personnel as to the identification of all of the cost elements
    that should be included in the accrual of costs related to its
    deployment activities.
    Required a monthly review by the SVP of EMEA of all elements of
    the entity level financial statements including all accrual
    based entries.     (b)
    Changes in Control over Financial Reporting  Rules 13a-15(f) 15d-15(f).
  
    pertain to the maintenance of records that, in reasonable
    detail, accurately and fairly reflect the transactions and
    dispositions of the assets of the Company;
    provide reasonable assurance that transactions are recorded as
    necessary to permit preparation of financial statements in
    accordance with generally accepted accounting principles, and
    that receipts and expenditures of the company are being made
    only in accordance with authorizations of management and
    directors of the Company; and
    provide reasonable assurance regarding prevention or timely
    detection of unauthorized acquisition, use, or disposition of
    the Companys assets that could have a material effect on
    the financial statements.     38




---



##### 



PART II:
    OTHER INFORMATION Item 1:
    Legal Proceedings   Item 1A:
    Risk Factors  Form 10-K
 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  10
.1



Letter Agreement, dated September 29, 2007, between LLC
International, Inc. and Melvin L. Keating (incorporated by reference
to Exhibit 10.1 to the Company's Current Report on Form 8-K filed
with the SEC on October 25, 2007).31
.1



Certification of Chief Executive Officer pursuant to Exchange
    Act Rules 13a-14(a)/15d -14(a), as adopted pursuant to Section
    302 of the Sarbanes-Oxley Act of 2002.31
.2



Certification of Chief Financial Officer pursuant to Exchange
    Act Rules 13a-14(a)/15d -14(a), as adopted pursuant to Section
    302 of the Sarbanes-Oxley Act of 2002.32
.1



Certification of Chief Executive Officer pursuant to
    18 U.S.C. Section 1350, as adopted pursuant to Section 906
    of the Sarbanes-Oxley Act of 2002.32
.2



Certification of Chief Financial Officer pursuant to
    18 U.S.C. Section 1350, as adopted pursuant to Section 906
    of the Sarbanes-Oxley Act of 2002.  39




---



##### 



Signature
    Louis
    Salamone, Jr.
   
   40