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SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-Q/A

Amendment No. 1

(Mark One)

|/x/ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|--- | ---------------------------------------------------------------------------------------

For the Quarterly Period Ended February 29, 2000

or

|/ / | 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 0-1461

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LIBERTY LIVEWIRE CORPORATION(Exact name of registrant as specified in its charter)

Delaware(State or other jurisdiction
of incorporation)

13-1679856(IRS Employer Identification No.)520 Broadway, Santa Monica, CA(Address of principal executive offices)

90401(zip code)


(310) 434-7000(Registrant's telephone number, including area code)

THE TODD-AO CORPORATION, 900 N. Seward Street, Hollywood, CA 90038, August 31(Former name, former address and former fiscal year, if changed since last report)

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Indicate
by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90
days. Yes /x/  No / /

The
number of shares of common stock outstanding at April 4, 2000 was: 9,040,218 Class A Shares and 1,747,178 Class B Shares.

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THE TODD-AO CORPORATION  QUARTERLY REPORT ON FORM 10-Q  FEBRUARY 29, 2000  INDEX

|                                                                                             |                                         | Page                                                  
|-------------------------------------------------------------------------------------------- | --------------------------------------- | ------------------------------------------------------
|PART IFINANCIAL INFORMATION                                                                 |                                         |                                                       
|                                                                                             | Item 1Financial Statements             |                                                       
|                                                                                             |                                         | The following financial statements are filed herewith:
|                                                                                             |                                         |                                                       
|                                                                                             |                                         |                                                       
|                                                                                             |                                         |                                                       
|                                                                                             |                                         |                                                       
|Item 2Management's Discussion and Analysis of
Financial Condition and Results of Operations |                                         | 12                                                    
|PART IIOTHER INFORMATION                                                                    |                                         |                                                       
|                                                                                             | Item 1Legal Proceedings                |                                                       
|                                                                                             | Item 6Exhibits and Reports on Form 8-K |                                                       
|                                                                                             |                                         |                                                       

2

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THE TODD-AO CORPORATION        CONDENSED CONSOLIDATED BALANCE SHEETS        (Dollars in thousands)

ASSETS

|                                                                                                                        |  | August 31,
1999 |         | February 29,
2000 |  
|----------------------------------------------------------------------------------------------------------------------- |  | --------------- | ------- | ----------------- | -
|
|CURRENT ASSETS:                                                                                                         |  |                 |         |                   |  
|Cash and cash equivalents                                                                                               |  | $               | 9,739   |                   | $
|Marketable securities                                                                                                   |  |                 | 1,317   |                   |  
|Trade receivables (net of allowance for doubtful accounts of $1,215 at August 31, 1999 and $1,275 at February 29, 2000) |  |                 | 18,169  |                   |  
|Income tax receivable                                                                                                   |  |                 | 634     |                   |  
|Inventories (first-in first-out basis)                                                                                  |  |                 | 856     |                   |  
|Deferred income taxes                                                                                                   |  |                 | 755     |                   |  
|Prepaid deposits and other                                                                                              |  |                 | 3,005   |                   |  
|                                                                                                                        |  |                 |         |                   |  
|Total current assets                                                                                                    |  |                 | 34,475  |                   |  
|                                                                                                                        |  |                 |         |                   |  
|INVESTMENTS                                                                                                             |  |                 | 892     |                   |  
|                                                                                                                        |  |                 |         |                   |  
|PROPERTY AND EQUIPMENTAt Cost:                                                                                         |  |                 |         |                   |  
|Land                                                                                                                    |  |                 | 4,270   |                   |  
|Buildings                                                                                                               |  |                 | 17,688  |                   |  
|Leasehold improvements                                                                                                  |  |                 | 18,603  |                   |  
|Lease acquisition costs                                                                                                 |  |                 | 2,187   |                   |  
|Equipment                                                                                                               |  |                 | 79,651  |                   |  
|Equipment under capital leases                                                                                          |  |                 | 1,151   |                   |  
|Construction in progress                                                                                                |  |                 | 4,803   |                   |  
|                                                                                                                        |  |                 |         |                   |  
|Total                                                                                                                   |  |                 | 128,353 |                   |  
|Accumulated depreciation and amortization                                                                               |  |                 | (48,305 | )                 |  
|                                                                                                                        |  |                 |         |                   |  
|Property and equipment  net                                                                                            |  |                 | 80,048  |                   |  
|                                                                                                                        |  |                 |         |                   |  
|GOODWILL (net of accumulated amortization of $2,875 at August 31, 1999 and $3,565 at February 29, 2000)                 |  |                 | 33,875  |                   |  
|                                                                                                                        |  |                 |         |                   |  
|OTHER ASSETS                                                                                                            |  |                 | 3,890   |                   |  
|                                                                                                                        |  |                 |         |                   |  
|TOTAL                                                                                                                   |  | $               | 153,180 |                   | $
|                                                                                                                        |  |                 |         |                   |  

See
notes to condensed consolidated financial statements.

3

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THE TODD-AO CORPORATION        CONDENSED CONSOLIDATED BALANCE SHEETS (Continued)        (Dollars in thousands)

LIABILITIES AND STOCKHOLDERS' EQUITY

|                                                                                  |                                                                                                                                  | August 31,
1999 |         | February 29,
2000 |  
|--------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------- | --------------- | ------- | ----------------- | -
|
|CURRENT LIABILITIES:                                                              |                                                                                                                                  |                 |         |                   |  
|Accounts payable                                                                  |                                                                                                                                  | $               | 5,465   |                   | $
|Accrued liabilities:                                                              |                                                                                                                                  |                 |         |                   |  
|                                                                                  | Payroll and related taxes                                                                                                        |                 |         | 3,089             |  
|                                                                                  | Interest                                                                                                                         |                 |         | 762               |  
|                                                                                  | Equipment lease                                                                                                                  |                 |         | 1,588             |  
|                                                                                  | Other                                                                                                                            |                 |         | 4,706             |  
|                                                                                  | Income taxes payable                                                                                                             |                 |         | 2,247             |  
|Current maturities of long-term debt                                              |                                                                                                                                  |                 | 979     |                   |  
|Capitalized lease obligations  current                                           |                                                                                                                                  |                 | 336     |                   |  
|Deferred income                                                                   |                                                                                                                                  |                 | 914     |                   |  
|                                                                                  |                                                                                                                                  |                 |         |                   |  
|Total current liabilities                                                         |                                                                                                                                  |                 | 20,086  |                   |  
|                                                                                  |                                                                                                                                  |                 |         |                   |  
|LONG-TERM DEBT                                                                    |                                                                                                                                  |                 | 65,520  |                   |  
|DEFERRED COMPENSATION AND OTHER                                                   |                                                                                                                                  |                 | 1,439   |                   |  
|DEFERRED GAIN ON SALE/LEASEBACK TRANSACTIONS                                      |                                                                                                                                  |                 | 4,046   |                   |  
|DEFERRED INCOME TAXES                                                             |                                                                                                                                  |                 | 3,254   |                   |  
|                                                                                  |                                                                                                                                  |                 |         |                   |  
|Total liabilities                                                                 |                                                                                                                                  |                 | 94,345  |                   |  
|                                                                                  |                                                                                                                                  |                 |         |                   |  
|COMMITMENTS AND CONTINGENCIES                                                     |                                                                                                                                  |                 |         |                   |  
|STOCKHOLDERS' EQUITY:                                                             |                                                                                                                                  |                 |         |                   |  
|Common Stock:                                                                     |                                                                                                                                  |                 |         |                   |  
|                                                                                  | Class A; authorized 30,000,000 shares of $0.01 par value; issued 8,124,333 at August 31, 1999 and 9,008,180 at February 29, 2000 |                 |         | 82                |  
|                                                                                  | Class B; authorized 6,000,000 shares of $0.01 par value; issued and outstanding 1,747,178                                        |                 |         | 17                |  
|Additional capital                                                                |                                                                                                                                  |                 | 37,887  |                   |  
|Treasury stock (6,000 shares at cost as of August 31, 1999 and February 29, 2000) |                                                                                                                                  |                 | (47     | )                 |  
|Retained earnings                                                                 |                                                                                                                                  |                 | 21,432  |                   |  
|Accumulated other comprehensive income (loss)                                     |                                                                                                                                  |                 | (536    | )                 |  
|                                                                                  |                                                                                                                                  |                 |         |                   |  
|Total stockholders' equity                                                        |                                                                                                                                  |                 | 58,835  |                   |  
|                                                                                  |                                                                                                                                  |                 |         |                   |  
|TOTAL                                                                             |                                                                                                                                  | $               | 153,180 |                   | $
|                                                                                  |                                                                                                                                  |                 |         |                   |  
|See notes to condensed consolidated financial statements.                         |                                                                                                                                  |                 |         |                   |  

4

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THE TODD-AO CORPORATION        CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS        FOR THE SIX AND THREE MONTHS ENDED FEBRUARY 28, 1999 AND FEBRUARY 29,
2000 (UNAUDITED)        (Dollars in thousands, except per share amounts)

|                                                                                   |                                                               | Six Months |            | Three Months |  
|---------------------------------------------------------------------------------- | ------------------------------------------------------------- | ---------- | ---------- | ------------ | -
|
|
|REVENUES                                                                           |                                                               | $          | 62,335     |              | $
|                                                                                   |                                                               |            |            |              |  
|COSTS AND EXPENSES:                                                                |                                                               |            |            |              |  
|Operating costs and other expenses                                                 |                                                               |            | 49,701     |              |  
|Depreciation and amortization                                                      |                                                               |            | 6,371      |              |  
|Interest                                                                           |                                                               |            | 1,618      |              |  
|Equipment lease expense  net                                                      |                                                               |            | 420        |              |  
|Other expense (income)  net                                                       |                                                               |            | (811       | )            |  
|                                                                                   |                                                               |            |            |              |  
|Total costs and expenses                                                           |                                                               |            | 57,299     |              |  
|                                                                                   |                                                               |            |            |              |  
|INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES AND CHANGE IN ACCOUNTING PRINCIPLE |                                                               |            | 5,036      |              |  
|PROVISION FOR INCOME TAXES                                                         |                                                               |            | 1,671      |              |  
|                                                                                   |                                                               |            |            |              |  
|INCOME (LOSS) BEFORE CHANGE IN ACCOUNTING PRINCIPLE                                |                                                               |            | 3,365      |              |  
|CHANGE IN ACCOUNTING PRINCIPLE, NET OF INCOME TAXES OF $150                        |                                                               |            | (293       | )            |  
|                                                                                   |                                                               |            |            |              |  
|NET INCOME (LOSS)                                                                  |                                                               |            | 3,072      |              |  
|                                                                                   |                                                               |            |            |              |  
|RETAINED EARNINGS BEGINNING OF PERIOD                                              |                                                               |            | 20,538     |              |  
|LESS: DIVIDENDS PAID                                                               |                                                               |            | (280       | )            |  
|                                                                                   |                                                               |            |            |              |  
|RETAINED EARNINGS END OF PERIOD                                                    |                                                               | $          | 23,330     |              | $
|                                                                                   |                                                               |            |            |              |  
|NET INCOME (LOSS) PER COMMON SHARE:                                                |                                                               |            |            |              |  
|Net income (loss) available to common stockholders                                 |                                                               | $          | 3,072      |              | $
|Effect of dilutive securities: 5% convertible debentures                           |                                                               |            | 129        |              |  
|                                                                                   |                                                               |            |            |              |  
|Net income (loss) available to common stockholders plus assumed conversions        |                                                               | $          | 3,201      |              | $
|                                                                                   |                                                               |            |            |              |  
|WEIGHTED AVERAGE SHARES OUTSTANDING  BASIC                                        |                                                               |            | 9,506,418  |              |  
|Effect of dilutive securities:                                                     |                                                               |            |            |              |  
|                                                                                   | Stock options                                                 |            |            | 380,694      |  
|                                                                                   | 5% convertible debentures                                     |            |            | 670,509      |  
|                                                                                   |                                                               |            |            |              |  
|WEIGHTED AVERAGE SHARES OUTSTANDING  DILUTED                                      |                                                               |            | 10,557,621 |              |  
|                                                                                   |                                                               |            |            |              |  
|NET INCOME (LOSS) PER COMMON SHARE:                                                |                                                               |            |            |              |  
|                                                                                   | Income (loss) before change in accounting principle  Basic   |            | $          | 0.35         |  
|                                                                                   | Change in accounting principle                                |            |            | (0.03        | )
|                                                                                   |                                                               |            |            |              |  
|                                                                                   | Net income (loss)Basic                                       |            | $          | 0.32         |  
|                                                                                   |                                                               |            |            |              |  
|                                                                                   | Income (loss) before change in accounting principle  Diluted |            | $          | 0.33         |  
|                                                                                   | Change in accounting principle                                |            |            | (0.03        | )
|                                                                                   |                                                               |            |            |              |  
|                                                                                   | Net income (loss)  Diluted                                   |            | $          | 0.30         |  
|                                                                                   |                                                               |            |            |              |  

See notes to condensed consolidated financial statements.

5

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THE TODD-AO CORPORATION        CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS        FOR THE SIX MONTHS ENDED FEBRUARY 28, 1999 AND FEBRUARY 29, 2000 (UNAUDITED)        (Dollars in thousands)

|                                                |                                                                                   | 1999                                                        |                                          | 2000   |       
|----------------------------------------------- | --------------------------------------------------------------------------------- | ----------------------------------------------------------- | ---------------------------------------- | ------ | ------
|
|CASH FLOWS FROM OPERATING ACTIVITIES:           |                                                                                   |                                                             |                                          |        |       
|                                                | Net income                                                                        |                                                             | $                                        | 3,072  |       
|                                                | Adjustments to reconcile net income to net cash provided by operating activities: |                                                             |                                          |        |       
|                                                |                                                                                   | Depreciation and amortization                               |                                          |        | 6,371 
|                                                |                                                                                   | Deferred income taxes                                       |                                          |        | (56   
|                                                |                                                                                   | Deferred compensation and other                             |                                          |        | (93   
|                                                |                                                                                   | Foreign currency exchange rate                              |                                          |        |      
|                                                |                                                                                   | Amortization of deferred gain on sale/leaseback transaction |                                          |        | (1,230
|                                                |                                                                                   | (Gain) on sale of marketable securities and investments     |                                          |        |      
|                                                |                                                                                   | (Gain) on disposition of fixed assets                       |                                          |        | (190  
|                                                |                                                                                   | Changes in assets and liabilities (net of acquisitions):    |                                          |        |       
|                                                |                                                                                   |                                                             | Trade receivables, net                   |        |       
|                                                |                                                                                   |                                                             | Inventories and other current assets     |        |       
|                                                |                                                                                   |                                                             | Accounts payable and accrued liabilities |        |       
|                                                |                                                                                   |                                                             | Accrued equipment lease                  |        |       
|                                                |                                                                                   |                                                             | Income taxes payable, net                |        |       
|                                                |                                                                                   |                                                             | Provision for liabilities                |        |       
|                                                |                                                                                   |                                                             | Other assets and liabilities             |        |       
|                                                |                                                                                   |                                                             | Deferred income                          |        |       
|                                                |                                                                                   |                                                             |                                          |        |       
|Net cash flows provided by operating activities |                                                                                   |                                                             | 6,102                                    |        |       
|                                                |                                                                                   |                                                             |                                          |        |       
|CASH FLOWS FROM INVESTING ACTIVITIES:           |                                                                                   |                                                             |                                          |        |       
|                                                | Purchase of marketable securities and investments                                 |                                                             |                                          | (92    | )     
|                                                | Proceeds from sale of marketable securities and investments                       |                                                             |                                          |       |       
|                                                | Proceeds from disposition of fixed assets                                         |                                                             |                                          | 136    |       
|                                                | Capital expenditures                                                              |                                                             |                                          | (8,640 | )     
|                                                | Purchase of 50% investment in 103 Estudio, S.L.                                   |                                                             |                                          |       |       
|                                                |                                                                                   |                                                             |                                          |        |       
|Net cash flows (used in) investing activities   |                                                                                   | $                                                           | (8,596                                   | )      | $     
|                                                |                                                                                   |                                                             |                                          |        |       

6

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THE TODD-AO CORPORATION        CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS        FOR THE SIX MONTHS ENDED FEBRUARY 28, 1999 AND FEBRUARY 29, 2000 (UNAUDITED)        (Dollars in thousands)        (Continued)

|                                                     |                                          | 1999 |       | 2000    |  
|---------------------------------------------------- | ---------------------------------------- | ---- | ----- | ------- | -
|
|CASH FLOWS FROM FINANCING ACTIVITIES:                |                                          |      |       |         |  
|                                                     | Borrowings of long-term debt             |      | $     | 10,846  |  
|                                                     | Payments of long-term debt               |      |       | (10,068 | )
|                                                     | Payments on capital lease obligations    |      |       | (52     | )
|                                                     | Proceeds from sale/leaseback transaction |      |       | 8,809   |  
|                                                     | Proceeds from issuance of common stock   |      |       | 4       |  
|                                                     | Treasury stock transactions              |      |       | (2,989  | )
|                                                     | Dividends paid                           |      |       | (280    | )
|                                                     |                                          |      |       |         |  
|Net cash flows provided by financing activities      |                                          |      | 6,270 |         |  
|                                                     | Effect of exchange rate changes on cash  |      |       |        |  
|                                                     |                                          |      |       |         |  
|NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS |                                          |      | 3,776 |         |  
|CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD     |                                          |      | 3,997 |         |  
|                                                     |                                          |      |       |         |  
|CASH AND CASH EQUIVALENTS AT END OF PERIOD           |                                          | $    | 7,773 |         | $
|                                                     |                                          |      |       |         |  
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:   |                                          |      |       |         |  
|Cash paid during the period for:                     |                                          |      |       |         |  
|                                                     | Interest                                 |      | $     | 1,392   |  
|                                                     |                                          |      |       |         |  
|                                                     | Income taxes                             |      | $     | 240     |  
|                                                     |                                          |      |       |         |  

See
notes to condensed consolidated financial statements.

7

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THE TODD-AO CORPORATION    NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS    FOR THE SIX MONTHS ENDED FEBRUARY 29, 2000 (UNAUDITED)    (Dollars in Thousands, except per share amounts)

If
complete notes were to accompany these statements they would be substantially in the same form as those to the Company's Financial Statements for the Year Ended August 31, 1999. In addition
the following notes are applicable:



8

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1999Revenues

$
69,158Net income before change in accounting principle

$
3,821Net income

$
3,528Net income per common share  before change in accounting principle  Basic

$
0.40Net income per common share  Basic

$
0.37Net income per common share  before change in accounting principle  Diluted

$
0.37Net income per common share  Diluted

$
0.35




February 28,
1999

February 29,
2000Equipment lease costs

$
1,650

$
1,781Amortization of deferred gain on sale of equipment


(1,230
)

(372
)Equipment lease expense, net

$
420

$
1,409




9

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February 28,
1999

February 29,
2000Net income

$
3,072

$
293Unrealized gain on marketable securities and long-term investments


50


1,177Less: Classification adjustment for gains included in net income





(224
)Foreign currency translation adjustments


(31
)

(241
)Tax effect on other comprehensive income


(79
)

(346
)Comprehensive income

$
3,012

$
659




Sound
Services

Video
Services

Other

TotalSix Months Ended February 28, 1999:Revenues

$
22,181

$
40,154

$


$
62,335Income before income taxes, interest, depreciation and amortization of intangibles


3,208


9,688


129


13,025Identifiable assets


30,795


73,132


2,796


106,723Intangible assets, net





28,680





28,680Capital expenditures


1,536


7,104





8,640Depreciation expense


1,173


4,588





5,761Six Months Ended February 29, 2000:Revenues

$
23,843

$
40,832

$


$
64,675Income (loss) before income taxes, interest, depreciation and amortization of intangibles


88


10,764


(207
)

10,645Identifiable assets


45,667


77,611


5,613


128,891Intangible assets, net


7,017


26,168





33,185Capital expenditures


6,977


3,763





10,740Depreciation expense


1,684


5,196





6,880


10

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Six Months EndedFebruary 28,
1999

February 29,
2000Income before income taxes, interest, depreciation and amortization of intangibles

$
13,025

$
10,645Amortization of intangibles


(610
)

(690
)Interest expense


(1,618
)

(2,498
)Depreciation


(5,761
)

(6,880
)Provision for income taxes


(1,671
)

(284
)Net income before change in accounting principle


3,365


293Change in accounting principle, net


(293
)

Net income

$
3,072

$
293


11

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Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.
(Dollars in thousands, except amounts per share)



12

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13

---



14

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PART IIOTHER INFORMATION

Item 1.  Legal Proceedings



Item 6.  Exhibits and Reports on Form 8-K



SIGNATURE

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

|                 |  | THE TODD-AO CORPORATION                                                                      
|---------------- |  | ---------------------------------------------------------------------------------------------
|May 29, 2001Date |  | /s/M. DAVID COTTRELLM. David Cottrell
Vice-President, Controller and
Chief Accounting Officer

15

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