---

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UNITED STATES
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 May 31, 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 July 1, 2000 was: 4,361,143 Class A Shares and 23,156,666 Class B Shares.

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LIBERTY LIVEWIRE CORPORATION  (formerly the Todd-AO Corporation)

QUARTERLY REPORT ON FORM 10-Q

May 31, 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 |                                                       
|PART IIOTHER INFORMATION    |                                                                                              |                                                       
|                             | Item 1Legal Proceedings                                                                     |                                                       
|                             | Item 6Exhibits and Reports on Form 8-K                                                      |                                                       
|                             |                                                                                              |                                                       

2

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LIBERTY LIVEWIRE CORPORATION        (formerly the Todd-AO Corporation)        CONDENSED CONSOLIDATED BALANCE SHEETS        (Dollars in thousands)

ASSETS

|                                          |                                                                                                  | August 31,
1999 |         | May 31,
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 $1,239 at May 31, 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 $3,891 at May 31, 2000)        |                 |         | 33,875       |  
|                                          |                                                                                                  |                 |         |              |  
|OTHER ASSETS                              |                                                                                                  |                 | 3,890   |              |  
|                                          |                                                                                                  |                 |         |              |  
|TOTAL                                     |                                                                                                  | $               | 153,180 |              | $
|                                          |                                                                                                  |                 |         |              |  

See
notes to condensed consolidated financial statements.

3

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LIBERTY LIVEWIRE CORPORATION        (formerly the Todd-AO Corporation)        CONDENSED CONSOLIDATED BALANCE SHEETS (Continued)        (Dollars in thousands)

LIABILITIES AND STOCKHOLDERS' EQUITY

|                                                                             |                                                                                                                             | August 31,
1999 |         | May 31,
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 9,102,722 at May 31, 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 May 31, 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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LIBERTY LIVEWIRE CORPORATION        (formerly the Todd-AO Corporation)        CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS        FOR THE
NINE AND THREE MONTHS ENDED MAY 31, 1999 AND MAY 31, 2000 (UNAUDITED)        (Dollars in thousands, except per share amounts)

|                                                                                   |  | Nine Months |            | Three Months |  
|---------------------------------------------------------------------------------- |  | ----------- | ---------- | ------------ | -
|
|
|REVENUES                                                                           |  | $           | 90,428     |              | $
|                                                                                   |  |             |            |              |  
|COSTS AND EXPENSES:                                                                |  |             |            |              |  
|Operating costs and other expenses                                                 |  |             | 73,050     |              |  
|Depreciation and amortization                                                      |  |             | 9,735      |              |  
|Interest                                                                           |  |             | 2,454      |              |  
|Equipment lease expensenet                                                        |  |             | 908        |              |  
|Other expense (income)net                                                         |  |             | (895       | )            |  
|                                                                                   |  |             |            |              |  
|Total costs and expenses                                                           |  |             | 85,252     |              |  
|                                                                                   |  |             |            |              |  
|INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES AND CHANGE IN ACCOUNTING PRINCIPLE |  |             | 5,176      |              |  
|PROVISION FOR INCOME TAXES                                                         |  |             | 1,749      |              |  
|                                                                                   |  |             |            |              |  
|INCOME (LOSS) BEFORE CHANGE IN ACCOUNTING PRINCIPLE                                |  |             | 3,427      |              |  
|CHANGE IN ACCOUNTING PRINCIPLE, NET OF INCOME TAXES OF $150                        |  |             | (293       | )            |  
|                                                                                   |  |             |            |              |  
|NET INCOME (LOSS)                                                                  |  |             | 3,134      |              |  
|                                                                                   |  |             |            |              |  
|RETAINED EARNINGS BEGINNING OF PERIOD                                              |  |             | 20,538     |              |  
|LESS: DIVIDENDS PAID                                                               |  |             | (419       | )            |  
|                                                                                   |  |             |            |              |  
|RETAINED EARNINGS END OF PERIOD                                                    |  | $           | 23,253     |              | $
|                                                                                   |  |             |            |              |  
|NET INCOME (LOSS) PER COMMON SHARE:                                                |  |             |            |              |  
|Net income (loss) available to common stockholders                                 |  | $           | 3,134      |              | $
|Effect of dilutive securities: 5% convertible debentures                           |  |             | 191        |              |  
|                                                                                   |  |             |            |              |  
|Net income (loss) available to common stockholders plus assumed conversions        |  | $           | 3,325      |              | $
|                                                                                   |  |             |            |              |  
|WEIGHTED AVERAGE SHARES OUTSTANDINGBASIC                                          |  |             | 9,489,372  |              |  
|Effect of dilutive securities:                                                     |  |             |            |              |  
|Stock options                                                                      |  |             | 349,902    |              |  
|5% convertible debentures                                                          |  |             | 661,453    |              |  
|                                                                                   |  |             |            |              |  
|WEIGHTED AVERAGE SHARES OUTSTANDINGDILUTED                                        |  |             | 10,500,727 |              |  
|                                                                                   |  |             |            |              |  
|NET INCOME (LOSS) PER COMMON SHARE:                                                |  |             |            |              |  
|Income (loss) before change in accounting principleBasic                          |  | $           | 0.36       |              | $
|Change in accounting principle                                                     |  |             | (0.03      | )            |  
|                                                                                   |  |             |            |              |  
|Net income (loss)Basic                                                            |  | $           | 0.33       |              | $
|                                                                                   |  |             |            |              |  
|Income (loss) before change in accounting principle
Diluted                       |  | $           | 0.34       |              | $
|Change in accounting principle                                                     |  |             | (0.03      | )            |  
|                                                                                   |  |             |            |              |  
|Net income (loss)Diluted                                                          |  | $           | 0.31       |              | $
|                                                                                   |  |             |            |              |  

See notes to condensed consolidated financial statements.

5

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LIBERTY LIVEWIRE CORPORATION        (formerly the Todd-AO Corporation)        CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS        FOR THE NINE MONTHS ENDED MAY
31, 1999 AND MAY 31, 2000 (UNAUDITED)        (Dollars in thousands)

|                                                |                                                                                   | 1999                                                        |                                          | 2000    |       
|----------------------------------------------- | --------------------------------------------------------------------------------- | ----------------------------------------------------------- | ---------------------------------------- | ------- | ------
|
|CASH FLOWS FROM OPERATING ACTIVITIES:           |                                                                                   |                                                             |                                          |         |       
|                                                | Net income (loss)                                                                 |                                                             | $                                        | 3,427   |       
|                                                | Adjustments to reconcile net income to net cash provided by operating activities: |                                                             |                                          |         |       
|                                                |                                                                                   | Depreciation and amortization                               |                                          |         | 9,735 
|                                                |                                                                                   | Deferred income taxes                                       |                                          |         | 22    
|                                                |                                                                                   | Deferred compensation and other                             |                                          |         | (229  
|                                                |                                                                                   | Foreign currency exchange rate                              |                                          |         |      
|                                                |                                                                                   | Amortization of deferred gain on sale/leaseback transaction |                                          |         | (1,856
|                                                |                                                                                   | (Gain) on sale of marketable securities and investments     |                                          |         |      
|                                                |                                                                                   | (Gain) on disposition of fixed assets                       |                                          |         | (253  
|                                                |                                                                                   | 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 |                                                                                   |                                                             | 8,029                                    |         |       
|                                                |                                                                                   |                                                             |                                          |         |       
|CASH FLOWS FROM INVESTING ACTIVITIES:           |                                                                                   |                                                             |                                          |         |       
|                                                | Purchase of marketable securities and investments                                 |                                                             |                                          | (91     | )     
|                                                | Proceeds from sale of marketable securities and investments                       |                                                             |                                          |        |       
|                                                | Proceeds from disposition of fixed assets                                         |                                                             |                                          | 370     |       
|                                                | Capital expenditures                                                              |                                                             |                                          | (20,023 | )     
|                                                | Purchase of 50% investment in 103 Estudio, S.L.                                   |                                                             |                                          |        |       
|                                                |                                                                                   |                                                             |                                          |         |       
|Net cash flows (used in) investing activities   |                                                                                   | $                                                           | (19,744                                  | )       | $     
|                                                |                                                                                   |                                                             |                                          |         |       

6

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LIBERTY LIVEWIRE CORPORATION

(formerly the Todd-AO Corporation)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

FOR THE NINE MONTHS ENDED MAY 31, 1999 AND MAY 31, 2000 (UNAUDITED)

(Dollars in thousands)

|                                                     |                                          | 1999 |        | 2000   |  
|---------------------------------------------------- | ---------------------------------------- | ---- | ------ | ------ | -
|
|CASH FLOWS FROM FINANCING ACTIVITIES:                |                                          |      |        |        |  
|                                                     | Borrowings of long-term debt             |      | $      | 22,206 |  
|                                                     | Payments of long-term debt               |      |        | (9,436 | )
|                                                     | Payments on capital lease obligations    |      |        | (80    | )
|                                                     | Proceeds from sale/leaseback transaction |      |        | 8,500  |  
|                                                     | Proceeds from issuance of common stock   |      |        | 206    |  
|                                                     | Treasury stock transactions              |      |        | (1,195 | )
|                                                     | Dividends paid                           |      |        | (443   | )
|                                                     |                                          |      |        |        |  
|Net cash flows provided by financing activities      |                                          |      | 19,758 |        |  
|                                                     | Effect of exchange rate changes on cash  |      |        |       |  
|                                                     |                                          |      |        |        |  
|NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS |                                          |      | 883    |        |  
|CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD     |                                          |      | 5,127  |        |  
|                                                     |                                          |      |        |        |  
|CASH AND CASH EQUIVALENTS AT END OF PERIOD           |                                          | $    | 6,010  |        | $
|                                                     |                                          |      |        |        |  
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:   |                                          |      |        |        |  
|Cash paid during the period for:                     |                                          |      |        |        |  
|                                                     | Interest                                 |      | $      | 736    |  
|                                                     |                                          |      |        |        |  
|                                                     | Income taxes                             |      | $      | 860    |  
|                                                     |                                          |      |        |        |  

See
notes to condensed consolidated financial statements.

7

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LIBERTY LIVEWIRE CORPORATION    (formerly the Todd-AO Corporation)    NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS    FOR THE NINE MONTHS ENDED MAY 31, 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

$
100,894Net income before change in accounting principle

$
3,795Net income

$
3,502Net 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

$
0.38Net income per common shareDiluted

$
0.35




May 31,
1999

May 31,
2000Equipment lease costs

$
2,764

$
2,637Amortization of deferred gain on sale of equipment


(1,856
)

(556
)Equipment lease expense, net

$
908

$
2,081




9

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May 31,
1999

May 31,
2000Net income

$
3,427

$
(1,226
)Unrealized gain on marketable securities and long-term investments


41


9,799Less: Classification adjustment for gains included in net income





(224
)Foreign currency translation adjustments


(153
)

263Tax effect on other comprehensive income


(76
)

(3,395
)Comprehensive income

$
3,239

$
5,217




Sound
Services

Video
Services

Other

TotalNine Months Ended May 31, 1999:Revenues

$
30,698

$
59,730

$


$
90,428Income before income taxes, interest, depreciation and amortization of intangibles


2,940


14,251


174


17,365Identifiable assets


30,682


75,308


2,746


108,736Intangible assets, net





28,281





28,281Capital expenditures


3,144


16,879





20,023Depreciation expense


1,687


7,132





8,819Nine Months Ended May 31, 2000:Revenues

$
35,950

$
60,554

$


$
96,504Income (loss) before income taxes, interest, depreciation and amortization of intangibles


60


14,974


(1,080
)

13,954Identifiable assets


44,540


77,062


9,821


131,423Intangible assets, net


6,972


25,677





32,649Capital expenditures


7,586


5,355





12,941Depreciation expense


2,933


7,777





10,710


10

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Nine Months EndedMay 31,
1999

May 31,
2000Income before income taxes, interest, depreciation and amortization of intangibles

$
17,365

$
13,954Amortization of intangibles


916


1,031Interest expense


2,454


3,745Depreciation


8,819


10,710Provision for income taxes


1,749


(306
)Net income before change in accounting principle


3,427


(1,226
)Change in accounting principle, net


(293
)

Net income

$
3,134

$
(1,226
)




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

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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.

|                 |  | LIBERTY LIVEWIRE CORPORATION
(formerly 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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