<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM 10-Q

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

                 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1998

COMMISSION FILE NUMBER:   1-14234

                         Caribiner International, Inc.
                        -------------------------------
            (Exact name of registrant as specified in its charter)

                  Delaware                                  13-3466655
                  --------                                  ----------
       (State or other jurisdiction of                   (I.R.S. Employer
       incorporation or organization)                  Identification No.)

      16 West 61st Street, New York, NY                      10023
    -------------------------------------                   -------
  (Address of principal executive offices)                 (Zip Code)

      Registrant's telephone number, including area code: (212) 541-5300
                                                          ---------------

         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 registrant had 23,635,658 shares of Common Stock (par value $0.01 per
share) outstanding as of July 31, 1998.


<PAGE>


                                     INDEX
                                     ------
PART I.  Financial Information

         Item 1.   Financial Statements (Unaudited)
                   
                   Review Report of Independent Accountants...................2

                   Consolidated Balance Sheets as of
                   September 30, 1997 and June 30, 1998.......................3

                   Consolidated Statement of Operations for
                   the nine months ended June 30, 1997 and 1998...............4

                   Consolidated Statements of Operations for
                   the three months ended June 30, 1997 and 1998..............5

                   Consolidated Statements of Cash Flows for
                   the nine months ended June 30, 1997 and 1998...............6

                   Consolidated Statement of Changes in Stockholders' 
                   Equity for the nine months ended June 30, 1998.............7

                   Notes to Consolidated Financial Statements.................8

                   Management's Discussion and Analysis of

                   Financial Condition and Results of Operations.............13

PART II. Other Information

         Item 2.   Changes in Securities.....................................19

         Item 6.   Exhibits and Reports on Form 8-K..........................20

SIGNATURES...................................................................21

                                     -1-

<PAGE>

Review Report of Independent Accountants

Stockholders and Board of Directors
Caribiner International, Inc.

We have reviewed the accompanying consolidated balance sheet of Caribiner
International, Inc. as of June 30, 1998, and the related consolidated
statements of operations for the three and nine months ended June 30, 1997 and
1998, the consolidated statement of changes in stockholders' equity for the
nine months ended June 30, 1998 and the consolidated statements of cash flows
for the nine months ended June 30, 1997 and 1998. These financial statements
are the responsibility of the Company's management.

We conducted our reviews in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures
to financial data, and making inquiries of persons responsible for financial
and accounting matters. It is substantially less in scope than an audit
conducted in accordance with generally accepted auditing standards, which will
be performed for the full year with the objective of expressing an opinion
regarding the financial statements taken as a whole. Accordingly, we do not
express such an opinion.

Based on our reviews, we are not aware of any material modifications that
should be made to the accompanying consolidated financial statements in order
for them to be in conformity with generally accepted accounting principles.

We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of Caribiner International, Inc. as
of September 30, 1997, and the related consolidated statements of operations,
stockholders' equity, and cash flows for the year then ended, not presented
herein, and in our report dated December 3, 1997, we expressed an unqualified
opinion on those consolidated financial statements. In our opinion, the
information set forth in the accompanying consolidated balance sheet as of
September 30, 1997, is fairly stated, in all material respects, in relation to
the consolidated balance sheet from which it has been derived.

                                                         /s/ Ernst & Young LLP
                                                         ---------------------
New York, New York
August 5, 1998

                                     -2-

<PAGE>

                         Caribiner International, Inc.
                          Consolidated Balance Sheets

<TABLE>
<CAPTION>

                                                                             September 30,               June 30,
                                                                                 1997                      1998
                                                                               (Note 1)                (unaudited)
                                                                           ------------------        -----------------
                                                                                       (amounts in thousands)

<S>                                                                       <C>                       <C>    
ASSETS                                                                                 
------
Current Assets:

Cash and cash equivalents                                                  $         10,253          $        20,447
Trade accounts receivable - net of allowance for doubtful
   accounts of $1,497 and $3,263 at September 30, 1997 and
   June 30, 1998, respectively                                                       77,780                  131,426
Deferred charges                                                                     10,229                   17,398
Prepaid expenses and other current assets                                             9,128                   14,946
Assets held for sale (Note 4)                                                            --                   26,650
                                                                           ------------------        -----------------
           Total Current Assets                                                     107,390                  210,867

Property and equipment - net                                                         45,714                   93,334
Goodwill - net                                                                      157,154                  418,422
Deferred tax asset                                                                       --                    2,472
Other assets                                                                          3,619                   10,598
                                                                           ------------------        -----------------
           TOTAL ASSETS                                                           $ 313,877          $       735,693
                                                                           ==================        =================

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current Liabilities:

Current portion of long-term debt                                          $          1,217          $           631
Trade accounts payable                                                               18,816                   19,866
Accrued expenses and other current liabilities                                       23,200                   53,394
Accrued production costs                                                             11,055                   15,538
Taxes payable                                                                         4,726                    6,097
Deferred income                                                                      12,225                   16,661
                                                                           ------------------        ----------------
           Total Current Liabilities                                                 71,239                  112,187

Long-term debt                                                                       60,642                  422,790
Deferred income                                                                       5,617                    7,806
Deferred tax liability                                                                  715                       --
Other liabilities                                                                     4,230                    5,724
                                                                           
                                                                           ------------------        ----------------
           TOTAL LIABILITIES                                                        142,443                  548,507

Stockholders' Equity:

Preferred stock, $0.01 par value:
   2,000 shares authorized, none issued and outstanding at                                                         
   September 30, 1997 and June 30, 1998, respectively                                     --                      --

Common stock, $0.01 par value:
   40,000 and 100,000 voting shares authorized at September 30, 1997                                             
   and June 30, 1998, respectively; 23,417 and 23,635 shares issued and
   outstanding at September 30, 1997 and June 30, 1998, respectively                    234                      236
Additional paid-in capital                                                          159,874                  167,008
Translation adjustment                                                                   11                     (496)
Retained earnings                                                                    11,315                   20,438
                                                                           ------------------        -----------------
           TOTAL STOCKHOLDERS' EQUITY                                               171,434                  187,186
                                                                           ------------------        -----------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                 $        313,877          $       735,693
                                                                           ==================        =================
</TABLE>

See accompanying notes to the unaudited consolidated financial statements.

                                     -3-

<PAGE>


                         Caribiner International, Inc.
                     Consolidated Statements of Operations
                           For the Nine Months Ended
                                  (unaudited)

<TABLE>
<CAPTION>

                                                                         June 30,
                                                                 1997                1998
                                                           -----------------   ------------------
                                                                    (amounts in thousands)

<S>                                                       <C>                 <C>            
Service revenue                                            $       151,565     $       204,853
Rental revenue                                                      83,338             316,232
Intercompany eliminations                                           (1,610)             (8,360)
                                                           -----------------   ------------------

Total revenue                                                      233,293             512,725

Cost of service revenue                                            103,856             138,600
Cost of rental revenue                                              53,371             221,426
Intercompany eliminations                                           (1,610)             (8,360)
                                                           -----------------   ------------------

Total cost of revenue                                              155,617             351,666
                                                           -----------------   ------------------

Gross profit                                                        77,676             161,059

Operating expenses:

    Selling, general and administrative expenses                    50,079             109,604
    Restructuring charge (Note 3)                                       --               3,828
    Depreciation and amortization                                    5,255              15,123
                                                           -----------------   ------------------
Total operating expenses                                            55,334             128,555
                                                           -----------------   ------------------

Equity in income of affiliated company (Note 4)                         --                 688
                                                           -----------------   ------------------

Operating income                                                    22,342              33,192

Interest expense, net                                                1,207              16,963
                                                           -----------------   ------------------

Income before taxes and extraordinary charge                        21,135              16,229

Provision for taxes                                                  8,666               6,501
                                                           -----------------   ------------------

Income before extraordinary charge                                  12,469               9,728

Extraordinary charge on early extinguishment of debt

    (net of income taxes of $403) (Note 5)                              --                 605
                                                           -----------------   ------------------

Net income                                                 $        12,469     $         9,123
                                                           =================   ==================

Basic and diluted earnings per common share:

Income before extraordinary charge                         $         0.59      $         0.41
Extraordinary charge                                                   --               (0.02)
                                                           -----------------   ------------------                               

Net income per common share                                $         0.59      $         0.39
                                                           =================   ==================
</TABLE>

See accompanying notes to the unaudited consolidated financial statements.

                                     -4-

<PAGE>

                         Caribiner International, Inc.
                     Consolidated Statements of Operations
                          For the Three Months Ended
                                  (unaudited)

<TABLE>
<CAPTION>

                                                                         June 30,
                                                                 1997                1998
                                                           -----------------   ------------------
                                                                    (amounts in thousands)

<S>                                                       <C>                        <C>     
Service revenue                                            $        67,603            $ 85,734
Rental revenue                                                      36,835             120,823
Intercompany eliminations                                             (861)             (3,659)
                                                           -----------------   ------------------

Total revenue                                                      103,577             202,898

Cost of service revenue                                             45,770              58,985
Cost of rental revenue                                              23,878              85,411
Intercompany eliminations                                             (861)             (3,659)
                                                           -----------------   ------------------

Total cost of revenue                                               68,787             140,737
                                                           -----------------   ------------------

Gross profit                                                        34,790              62,161

Operating expenses:

    Selling, general and administrative expenses                    18,892              39,284
    Depreciation and amortization                                    2,229               6,075
                                                           -----------------   ------------------
Total operating expenses                                            21,121              45,359
                                                           -----------------   ------------------

Operating income                                                    13,669              16,802

Interest expense, net                                                   88               7,059
                                                           -----------------   ------------------

Income before taxes                                                 13,581               9,743

Provision for taxes                                                  5,568               3,907
                                                           -----------------   ------------------

Net income                                                 $         8,013     $         5,836
                                                           =================   ==================

Basic and diluted earnings per common share                $          0.35     $          0.25
                                                           =================   ==================
</TABLE>




See accompanying notes to the unaudited consolidated financial statements.

                                     -5-

<PAGE>


                         Caribiner International, Inc.
                     Consolidated Statements of Cash Flows
                           For the Nine Months Ended
                                  (unaudited)

<TABLE>
<CAPTION>

                                                                                        June 30,
                                                                               1997                 1998
                                                                          ----------------    ------------------
                                                                                 (amounts in thousands)
<S>                                                                      <C>                 <C>
Cash flows from operating activities:

      Net income                                                          $        12,469     $          9,123

      Adjustments to reconcile net income to net cash provided 
      by operating activities:

          Depreciation and amortization                                             9,549               26,886
          Extraordinary charge on early extinguishment of debt,                                            605
                  net of tax                                                            --
          Restructuring charge, net of cash payments                                    --               1,435

      Change in assets and liabilities:

          (Increase) in trade accounts receivable                                 (22,397)             (22,307)
          (Increase) in deferred charges                                             (472)              (6,358)
          (Increase) in prepaid expenses and
               other current assets                                                (5,224)              (2,027)
          (Increase) in other assets                                               (2,001)              (3,613)
          (Decrease) in trade accounts payable                                     (3,948)`             (7,145)
          Increase in deferred income                                               3,242                7,422
          Increase in accrued expenses and
               other liabilities                                                   10,253                6,103
                                                                          ----------------    ------------------
      Net cash provided by operating activities                                     1,471               10,124
                                                                          ----------------    ------------------

Cash flow used in investing activities:

          Purchase of property and equipment                                       (7,992)             (39,960)
          Net proceeds from disposition of business                                                     25,637
          Acquisitions of businesses, net of cash acquired                        (69,920)            (298,909)
                                                                          ----------------    ------------------
      Net cash used in investing activities                                       (77,912)            (313,232)
                                                                          ----------------    ------------------

Cash flow provided by financing activities:

          Proceeds from issuance of long-term debt                                 81,200              725,300
          Repayments of long-term debt                                            (73,754)            (408,728)
          Deferred financing fees                                                  (1,090)              (4,022)
          Net proceeds from issuance of common stock                               85,889                  --
          Proceeds from exercise of stock options                                      --                  667
          Net (repayments) of bank line of credit                                  (2,000)                 --
                                                                          ----------------    ------------------
      Net cash provided by financing activities                                    90,245              313,217
                                                                          ----------------    ------------------

Translation effect on cash and cash equivalents                                       633                   85
Net increase in cash                                                               14,437               10,194
Cash, beginning of period                                                           8,432               10,253
                                                                          ================    ==================
Cash, end of period                                                       $        22,869               20,447
                                                                          ================    ==================
Supplemental disclosure of cash flow information:

             Interest paid                                                $         1,157               14,430
                                                                          ================    ==================
             Income taxes paid                                            $         3,591                4,967
                                                                          ================    ==================
</TABLE>

See accompanying notes to the unaudited consolidated financial statements.

                                     -6-

<PAGE>


                         Caribiner International, Inc.
           Consolidated Statement of Changes in Stockholders' Equity
                    For the Nine Months Ended June 30, 1998
                                  (unaudited)
                            (amounts in thousands)

                                                                              

<TABLE>
<CAPTION>

                                                       Common Stock              Additional         Retained         Translation  
                                                   Shares         Amount      Paid in Capital       Earnings          Adjustment  
                                                   ------         ------      ---------------       --------          ----------  

<S>                                                <C>              <C>             <C>               <C>                  <C>  
Balance at September 30, 1997                       23,417           $234            $159,874          $11,315              $11  

Issuance of common stock upon acquisitions             185              2               6,442               --               --  

Issuance of common stock upon exercise of               33              *                 667               --               --  
    stock options

Issuance of common stock under nonemployee
    directors' stock plan                                *              *                  25               --               --  

Translation adjustment                                  --             --                  --               --             (507) 

Net income                                              --             --                  --            9,123               --  
                                                    ------           ----            --------          -------            -----
Balance at June 30, 1998                            23,635           $236            $167,008          $20,438            $(496) 
                                                    ======           ====            ========          =======            =====  
</TABLE>


*Amount less than 1,000

<TABLE>
<CAPTION>

                                                     Total 
                                                  Stockholders'      
                                                     Equity          
                                                  ------------

<S>                                              <C>      
Balance at September 30, 1997                     $171,434 
                                                              
Issuance of common stock upon acquisitions           6,444 
                                                              
Issuance of common stock upon exercise of              667 
    stock options                                             
                                                              
Issuance of common stock under nonemployee                    
    directors' stock plan                               25 
                                                              
Translation adjustment                                (507)
                                                              
Net income                                           9,123 
                                                  ---------
Balance at June 30, 1998                          $187,186 
                                                  =========  
</TABLE>
                                          
*Amount less than 1,000                   



See accompanying notes to the unaudited consolidated financial statements.

                                     -7-

<PAGE>

                         Caribiner International, Inc.

                  Notes To Consolidated Financial Statements
                  ------------------------------------------
                                  (Unaudited)

1.   Interim Financial Information

     The accompanying unaudited consolidated financial statements of Caribiner
     International, Inc. (the "Company") have been prepared in accordance with
     generally accepted accounting principles for interim financial
     information and the instructions to Form 10-Q and Article 10 of
     Regulation S-X. Accordingly, they do not include all of the information
     and footnotes required by generally accepted accounting principles for
     complete financial statements. In the opinion of management, the
     consolidated financial statements contain all adjustments, consisting of
     normal recurring adjustments, considered necessary to present fairly the
     consolidated financial position, results of operations and cash flows of
     the Company. The results of operations for the nine months ended June 30,
     1998 are not necessarily indicative of the results of operations that may
     be expected for any other interim periods or for the fiscal year ending
     September 30, 1998.

     The balance sheet as of September 30, 1997 has been derived from the
     Company's audited financial statements at that date, but does not include
     all of the information and footnotes required by generally accepted
     accounting principles for complete financial statements.

     Certain reclassifications have been made to the consolidated statements of
     operations for the three and nine months ended June 30, 1997 and 1998 to
     conform presentation in each period.

2.   Summary of Significant Accounting Policies

     New Accounting Pronouncements

     In February, 1997, the Financial Accounting Standards Board issued
     Statement No. 128, Earnings Per Share ("Statement 128"), which was
     required to be adopted on December 31, 1997. At that time, the Company
     changed the method used to compute earnings per share and has restated
     all prior periods. Under the new requirements for calculating basic
     earnings per share, the dilutive effect of stock options has been
     excluded.

     In June, 1997, the Financial Accounting Standards Board issued SFAS No.
     131, Financial Reporting for Segments of a Business Enterprise
     ("Statement 131"), which applies to all public business enterprises.
     Statement 131 establishes standards for the way that public business
     enterprises report information about operating segments in annual
     financial statements and requires that those enterprises report selected
     information about operating segments in interim financial reports issued
     to shareholders. Statement 131 is effective for financial statements for
     periods beginning after December 15, 1997. Management is in the process
     of determining the effect of Statement 131 on its financial statement
     disclosures.

                                     -8-
<PAGE>

3.   Restructuring Charge

     During the nine months ended June 30, 1998, the Company continued the
     integration of its acquired businesses, primarily in the audio visual 
     services businesses. These efforts included strategic evaluations of 
     operating infrastructures, personnel, facilities and equipment to enhance
     efficiency. Accordingly, the Company recorded a pre-tax restructuring
     charge of $3.8 million during the three months ended March 31, 1998. The
     charge included $2.8 million related to employee termination and
     severance costs associated with a reduction in the workforce of
     approximately 155 people and $1.0 million relating to lease terminations.
     The remaining restructuring liability at June 30, 1998 was $1.4 million.

4.   Business Acquisitions/Dispositions

     In October, 1997, the Company acquired all of the outstanding capital
     stock of Spectrum Data Systems, Inc. ("Spectrum Data"), an Atlanta-based
     provider of audio-visual presentation systems, design and installation
     services with a primary customer base in the southeastern United States.
     Aggregate consideration paid for the acquisition was $2.8 million in cash
     and the issuance of 43,628 shares of the Company's common stock having a
     fair market value of $1.9 million.

     Pursuant to an offer document dated November 1, 1997, (the "Offer
     Document"), the Company announced a cash offer (the "Offer") by a wholly
     owned United Kingdom subsidiary, Caribiner Services Limited, to acquire
     all of the outstanding capital shares of Visual Action Holdings plc, a
     United Kingdom company ("Visual Action").

     As of November 24, 1997, by means of open market purchases and shares
     tendered pursuant to the Offer Document, the Company owned or had the
     obligation to acquire a total of 46,680,682 shares of Visual Action (or
     approximately 93.2% of the issued shares capital). Thereafter, the
     Company began the process of acquiring those shares of Visual Action not
     tendered pursuant to the Offer by compulsory purchases pursuant to the
     provisions of the UK Companies Act of 1985. Such compulsory purchases
     were completed during February 1998. Prior to November 24, 1997, the
     Company acquired a minority interest in Visual Action through open market
     purchases resulting in the equity income reflected for the period. The
     Company commenced consolidating the financial results of Visual Action as
     of December 1, 1997. The goodwill resulting from the acquisition of
     Visual Action is being amortized over 40 years.

     The total acquisition price for the shares was approximately $265.0
     million, including transaction costs of approximately $15.0 million. In
     addition, the Company assumed approximately $44.3 million in outstanding
     indebtedness of Visual Action. The cost of the acquisition, including
     transaction costs, was financed through the Company's loan agreement
     entered into in October, 1997 (see Note 5).

     Visual Action provides corporate meeting services, including audio visual
     and exhibition services, in the United States and the United Kingdom.

     In December, 1997, the Company acquired substantially all of the assets
     and assumed certain of the liabilities of Consumer Access Limited
     ("Consumer Access"), a business communications services provider based in
     Hong Kong. The Company paid aggregate 

                                     -9-

<PAGE>

     consideration of $3.8 million, consisting of cash of $2.8 million and the
     issuance of 22,859 shares having a fair market value of approximately
     $1.0 million.

     In January, 1998, the Company acquired Right Source, Inc. for an initial
     consideration of $17 million in cash, plus the repayment of approximately
     $2.4 million in outstanding indebtedness. In addition, Caribiner will pay
     additional consideration of up to $17 million in cash and common stock in
     the event that the acquired business meets certain performance goals
     during the fiscal year ending September 30, 1998. Right Source, Inc.,
     with offices in South Carolina and Connecticut, is a marketing support
     and training services company, focusing primarily on product launches and
     customer education for the information technology industry.

     In February, 1998, the Company acquired substantially all of the assets
     and assumed certain of the liabilities of The Bridge Design Limited
     ("Bridge Design"), a Hong Kong-based provider of design services. The
     Company paid aggregate consideration of approximately $6.2 million, which
     consisted of approximately $4.4 million in cash and the issuance of
     53,958 shares of the Company's common stock having a fair market value of
     approximately $1.8 million.

     In May, 1998, the Company completed the disposition of the broadcast video
     services business of Visual Action for approximately $27.6 million in cash,
     excluding transaction costs of $2.0 million. The Company announced its
     intention to sell Visual Action's broadcast video services unit when it
     acquired Visual Action in November, 1997. No gain or loss was recognized on
     the transaction. Losses of $0.8 million related to the broadcast video
     services business were recorded as an adjustment to the purchase price of
     Visual Action. 

     In June, 1998, the Company acquired substantially all of the assets and
     certain of the liabilities of Stagecraft Corporate Theatre
     ("Stagecraft"), an Australian-based company. Aggregate consideration of
     $1.9 million consisted of $1.6 million in cash and the issuance of 16,106
     shares of the Company's common stock with a fair market value of
     approximately $0.3 million.

     In June, 1998, the Company also acquired substantially all of the assets
     and assumed certain of the liabilities of M.D. McDonald, Inc., a
     Michigan-based training services company. The Company paid aggregate
     consideration of approximately $3.6 million, which consisted of
     approximately $3.3 million in cash and the issuance of 17,053 shares of
     the Company's common stock with a fair market value of approximately $0.3
     million. The Company will pay additional consideration of up to $1.5
     million in the event that the acquired business meets certain performance
     goals.

                                     -10-

<PAGE>



     Subsequent Event

     On July 30, 1998, the Company completed the disposition of the U.K.-based
     audio visual staging operations of Visual Action for approximately $26.7 
     million in cash. The Company retained the hotel audio visual outsourcing
     services  portion of this business, integrating it with Visual Action's
     existing U.K. operations. The Company used the cash proceeds from the sale
     of the business to repay outstanding bank debt. The accompanying results
     of operations of the Company for the three months ended June 30, 1998 do
     not include the results of operations of this disposed business. No gain
     or loss was recognized on the transaction. Earnings of $0.2 million of the
     U.K.-based audio visual staging operations were recorded as an adjustment
     to the purchase price of Visual Action.

     The following unaudited consolidated pro forma results of operations of
     the Company for the nine months ended June 30, 1997 and 1998 give effect
     to the acquisitions of Video Supply Company, Inc. d/b/a Projexions Video
     Supply, Blumberg Communications, Inc., D&D Enterprises, Inc. d/b/a Show
     Solutions, WCT Live Communication Limited, Bauer Audio Visual, Inc.,
     Visual Action and Right Source, Inc., as well as the dispositions of
     Visual Action's broadcast video services unit and its U.K. staging and
     equipment rental services unit, and reflect the extraordinary charge
     resulting from the write-off of unamortized fees relating to the
     Company's former bank facilities (see Note 5), as if such transactions
     had occurred in each case on October 1, 1996. The acquisitions of
     Spectrum Data, Consumer Access, Bridge Design, M.D. McDonald, Inc. and
     Stagecraft would not have had or did not have, as the case may be, a
     significant effect on the Company's results of operations during the nine
     months ended June 30, 1997 and 1998.

<TABLE>
<CAPTION>


                                                                                   Nine Months Ended
                                                                                          June 30,

                                                                             1997                       1998
                                                                   --------------------------- -------------------------
                                                                          (in millions, except per share data)

<S>                                                               <C>                         <C>                
       Revenue                                                     $             498.7         $             549.8
       Income before taxes and extraordinary charge
                                                                                  18.8                        16.1
       Net income                                                                 11.3                         8.8
       Pro forma basic and diluted earnings per common share
                                                                   $              0.49         $              0.37
</TABLE>

     The above calculation of pro forma diluted earnings per common share
     assumes that approximately 22,967,735 and 23,694,066 shares were
     outstanding during the nine months ended June 30, 1997 and 1998,
     respectively.

     The unaudited pro forma consolidated results of operations do not purport
     to be indicative of the actual results of operations that would have
     occurred had the acquisitions described above been made on October 1,
     1996 or of results which may occur in any future period.

                                     -11-
<PAGE>

5.   Debt

     On October 28, 1997, the Company entered into a new loan agreement with a
     syndicate of banks pursuant to which the Company increased its aggregate
     available bank financing from $100 million to $550 million, consisting of
     a $300 million six year revolving line of credit to be used in connection
     with future acquisitions and for working capital and general corporate
     purposes and a $250 million six year term loan ("the 1997 Facilities")
     which was utilized in connection with the acquisition of Visual Action
     (see Note 4). Amounts outstanding under the Company's former bank
     facilities were repaid with the proceeds from the 1997 Facilities. The
     Company recognized an extraordinary charge of $0.6 million, net of taxes
     of $0.4 million, in the quarter ended December 31, 1997 resulting from
     the write-off of the unamortized debt issuance fees relating to the
     Company's former bank facilities. The Company incurred approximately $5.0
     million of debt issuance fees relating to the 1997 Facilities, to be
     amortized over six years. The maturity date of each of the 1997
     Facilities is September 30, 2003. Interest on outstanding amounts under
     the 1997 Facilities is payable quarterly in arrears and, at the option of
     the Company, accrues at either (i) LIBOR plus an applicable margin or
     (ii) an alternate base rate based upon the greatest of (a) the agent
     bank's prime rate, (b) the three-month secondary certificate of deposit
     rate and (c) the federal funds rate. The interest rate on the 1997
     Facilities is currently LIBOR plus 1.125%. As of August 4, 1998, the
     Company had approximately $404.0 million outstanding under the 1997
     Facilities. In addition, as of July 31, 1998, all debt which was
     outstanding under credit facilities assumed in connection with the
     acquisition of Visual Action has been repaid by the Company.

6.    Earnings per Common Share

     A reconciliation of the number of shares used for the calculation of
     basic and dilutive earnings per common share is as follows:

<TABLE>
<CAPTION>

                                           Three Months Ended                           Nine Months Ended
                                                June 30,                                     June 30,

                                       1997                1998                    1997                 1998
                                 ------------------- -------------------     -------------------- --------------------

<S>                             <C>                 <C>                     <C>                  <C>    
Weighted average number of         
common shares                      
outstanding                        23,112,647          23,610,343              20,993,415           23,542,307

Effect of stock options               106,214              85,617                  88,798              151,759
                                   ----------          ----------              ----------           ----------
Weighted average number 
of common shares 
outstanding, including 
effect of dilutive securities      23,218,861          23,695,960              21,082,213           23,694,066
</TABLE>


                                     -12-


<PAGE>


                         Caribiner International, Inc.

          Management's Discussion and Analysis of Financial Condition
                           and Results of Operations

Results of Operations

Nine months Ended June 30, 1998 Compared to
Nine months Ended June 30, 1997

Revenue. Revenue increased $279.4 million, or 119.8%, from $233.3 million in
the nine months ended June 30, 1997 to $512.7 million in the nine months ended
June 30, 1998. The increase resulted primarily from expanded activities from
existing clients, projects for new clients and the acquisition of other
business communications services companies. Approximately 83.3% of the
increase was attributable to revenue from the rental of audio visual equipment
through the Company's audio visual services division, including the impact of
the Company's acquisition of Visual Action Holdings plc ("Visual Action") in
November, 1997. Increases in service revenue primarily from clients in the
petroleum, government, financial services and food services industries
accounted for the remainder of the total revenue growth.

Gross profit. Total gross profit increased $83.4 million, or 107.3%, from
$77.7 million in the nine months ended June 30, 1997 to $161.1 million in the
same period of 1998, primarily as a result of the revenue growth described
above. As a percentage of service revenue, the gross profit margin increased
from 31.5% in the nine months ended June 30, 1997 to 32.3% in the nine months
ended June 30, 1998, before considering intercompany eliminations. The
increased gross profit margin is due to the specific production requirements
of the contracts completed during the period. Gross profit as a percentage of
rental revenue was 30.0% for the nine months ended June 30, 1998 compared to
36.0% in the prior comparable period, before considering intercompany
eliminations. The decrease in the gross margin resulted primarily from a
higher level of equipment sales and installations revenue, which generates a
lower gross margin, the impact of acquired rental businesses which have
historically operated at lower gross margins, increased costs relating to the
strengthening of the rental infrastructure enabling it to handle future
revenue growth and the inclusion of Visual Action for the month of December, a
period with fixed costs but lower revenue due to the holidays. Gross profit on
rental revenue for the nine months ended June 30, 1997 and 1998, respectively,
is impacted by approximately $2.9 million and $11.8 million, respectively, of
depreciation expense related to rental equipment used in the audio visual
businesses. Such depreciation expense is included in cost of rental revenue.

Selling, general and administrative expenses. Selling, general and
administrative expenses increased $59.5 million, or 118.9%, from $50.1 million
in the nine months ended June 30, 1997 to $109.6 million in the nine months
ended June 30, 1998. The increase was due primarily to acquisitions and to
support other revenue growth, as well as to normal inflationary increases.
Salaries and related costs increased $36.2 million, or 116.6%, from 

                                     -13-

<PAGE>

increased personnel resulting from acquisitions and to support the Company's
overall significant growth, as well as normal inflationary increases. Other
general and administrative expenses, including rent and related costs,
telephone, office supplies, as well as other miscellaneous expenses, increased
$18.0 million, or 138.7%, due to acquisitions and to support the revenue 
growth. Direct selling expenses such as travel, marketing and other costs 
related to obtaining business increased $5.4 million, or 88.1%. Selling, 
general and administrative expenses, as a percentage of total revenue, were 
comparable during the nine months ended June 30, 1997 and 1998.

Restructuring Charge. During the nine months ended June 30, 1998, the Company
continued to focus on the integration of its acquired businesses, primarily in
the audio visual services businesses. These efforts have included strategic
evaluations of operating infrastructures, personnel, facilities and equipment to
enhance efficiency. Accordingly, the Company recorded a pre-tax restructuring
charge of $3.8 million during the three months ended March 31, 1998. The charge
included $2.8 million related to employee termination and severance costs
associated with a reduction in the workforce of approximately 155 people and
$1.0 million related to lease termination costs. The remaining restructuring
liability at June 30, 1998 was $1.4 million.

Depreciation and amortization. Depreciation and amortization expense for the
nine months ended June 30, 1998 was $15.1 million, an increase of $9.8 million
as compared to $5.3 million for the corresponding period in the prior year.
Property and equipment acquired through acquisitions and the continued
investment in information technology resulted in increased depreciation
expense of $2.5 million. Amortization expense increased $7.3 million resulting
from goodwill arising from acquisitions.

Equity in Income of Visual Action. Prior to November 24, 1997, the Company
acquired a minority interest in Visual Action through open market purchases
resulting in the equity in income reflected for the period. The Company
consolidated the financial results of Visual Action as of December 1, 1997.

Interest expense, net. Interest expense, net increased $15.8 million in the
nine months ended June 30, 1998 from $1.2 million due to higher average
borrowings to finance acquisitions and increased working capital requirements.

Provision for taxes. Taxes reflect an allocation based on the full year
anticipated effective tax rate. The provision for taxes as a percentage of
income before taxes was 41% and 40% for the nine months ended June 30, 1997
and 1998, respectively.

Extraordinary Charge on Early Extinguishment of Debt. In connection with the
acquisition of Visual Action, the Company entered into a new credit facility
in October, 1997. As a result, during the three months ended December 31,
1997, the Company wrote off approximately $0.6 million (net of taxes of $0.4
million) of the remaining unamortized debt issuance costs related to its
former bank facilities.

Net income. Net income was $9.1 million in the nine months ended June 30, 1998
compared to net income of $12.5 million in the nine months ended June 30,
1997. Basic 

                                     -14-
<PAGE>

and diluted earnings per common share after the non-recurring restructuring
charge and the extraordinary charge on early extinguishment of debt was $0.39
for the nine months ended June 30, 1998 as compared with an earnings per
common share of $0.59 for the comparable period in fiscal 1997. Earnings per
common share before the non-recurring restructuring charge and the
extraordinary charge on early extinguishment of debt would have been $0.51 for
the nine months ended June 30, 1998.

Three months Ended June 30, 1998 Compared to
Three months Ended June 30, 1997

Revenue. Revenue increased $99.3 million, or 95.9%, from $103.6 million in the
three months ended June 30, 1997 to $202.9 million in the three months ended
June 30, 1998. The increase resulted primarily from expanded activities from
existing clients, projects for new clients and the acquisition of other
business communications services companies. Approximately 84.6% of the
increase represented revenue from the rental of audio visual equipment through
the Company's audio visual services division, including the impact of the
Company's acquisition of Visual Action. Increases in service revenue primarily
from clients in the financial services, insurance, pharmaceuticals and
government industries accounted for the remainder of the total revenue growth.

Gross profit. Total gross profit increased $27.4 million, or 78.7%, from $34.8
million in the three months ended June 30, 1997 to $62.2 million in the same
period of 1998, primarily as a result of the revenue growth described above.
As a percentage of service revenue, the gross profit margin decreased from
32.3% in the three months ended June 30, 1997 to 31.2% in the three months
ended June 30, 1998, before considering intercompany eliminations. The
decreased gross profit margin is due to the specific production requirements
of the contracts completed during the period. Gross profit as a percentage of
rental revenue was 29.3% for the three months ended June 30, 1998 compared to
35.2% in the prior comparable quarter, before considering intercompany
eliminations. The decrease in the gross margin resulted primarily from a
higher level of equipment sales and installations revenue, which generates a
lower gross margin, the impact of acquired rental businesses which have
historically operated at lower gross margins and increased costs relating to
the strengthening of the rental infrastructure enabling it to handle future
revenue growth. Gross profit on rental revenue for the three months ended June
30, 1997 and 1998 is impacted by approximately $1.2 million and $3.9 million,
respectively, of depreciation expense related to rental equipment used in the
audio visual business. Such depreciation expense is included in cost of rental
revenue.

Selling, general and administrative expenses. Selling, general and
administrative expenses increased $20.4 million, or 107.9%, from $18.9 million
in the three months ended June 30, 1997 to $39.3 million in the three months
ended June 30, 1998. The increase was due primarily to acquisitions and to
support other revenue growth, as well as to normal inflationary increases.
Salaries and related costs increased $12.4 million, or 109.3%, from increased 
personnel resulting from acquisitions and to support the Company's overall 
significant growth, as well as normal inflationary increases. Other general and
administrative expenses, including rent and related utility costs,
professional fees, insurance costs, as well as other miscellaneous expenses,
increased $6.2, million or 114.6%, due to 

                                     -15-
<PAGE>

the expansion of the business and to support the overall revenue growth.
Direct selling expenses such as travel, marketing and other costs related to
obtaining business increased $1.8 million, or 84.2%. Selling, general and 
administrative expenses, as a percentage of total revenue, increased from 18.2%
during the three months ended June 30, 1997 to 19.4% in the three months ended 
June 30, 1998.

Depreciation and amortization. Depreciation and amortization expense for the
three months ended June 30, 1998 was $6.1 million, an increase of $3.9 million
as compared to $2.2 million for the corresponding period in the prior year.
Property and equipment acquired through acquisitions and the continued
investment in information technology resulted in increased depreciation
expense of $1.1 million. Amortization expense increased $2.8 million resulting
from goodwill arising from acquisitions.

Interest expense, net. Interest expense, net increased $7.0 million in the
three months ended June 30, 1998 compared to the comparable period in fiscal
1997 due to higher average borrowings to finance acquisitions and increased
working capital requirements.

Provision for taxes. Taxes reflect an allocation based on the full year
anticipated effective tax rate. The provision for taxes as a percentage of
income before taxes was 41% and 40% for the three months ended June 30, 1997
and 1998, respectively.

Net income. Net income was $5.8 million in the three months ended June 30,
1998 compared to net income of $8.0 million in the three months ended June 30,
1997. Basic and diluted earnings per common share was $0.25 for the three
months ended June 30, 1998 as compared to an earnings per common share of
$0.35 for the comparable period in fiscal 1997.

                                     -16-
<PAGE>


Liquidity and Capital Resources

On October 28, 1997, the Company entered into a loan agreement with a syndicate
of banks pursuant to which the Company increased its aggregate available bank
financing from $100 million to $550 million, consisting of a $300 million
six-year revolving line of credit to be used in connection with acquisitions and
for working capital and general corporate purposes and a $250 million six year
term loan (the "1997 Facilities") to be utilized in connection with the
acquisition of Visual Action. Amounts outstanding under the Company's former
bank facilities were repaid with the proceeds from the 1997 Facilities. The
Company has recognized an extraordinary loss of $0.6 million, net of taxes of
$0.4 million, in the quarter ending December 31, 1997 resulting from the
write-off of the unamortized debt issuance fees relating to the Company's former
facilities. The Company incurred approximately $5.0 million of debt issuance
fees relating to the 1997 Facilities, to be amortized over six years. The
maturity date of each of the 1997 Facilities is September 30, 2003. Interest on
outstanding amounts under the 1997 Facilities is payable quarterly in arrears
and at the option of the Company accrues at either (i) LIBOR plus an applicable
margin or (ii) an alternate base rate based upon the greatest of (a) the agent
bank's prime rate, (b) the three-month secondary certificate of deposit rate and
(c) the federal funds rate. The interest rate on the 1997 Facilities is
currently LIBOR plus 1.125%. As of August 4, 1998, the Company had approximately
$404.0 million outstanding under the 1997 Facilities. In addition, as of June
30, 1998, all debt which was outstanding under credit facilities assumed in
connection with the acquisition of Visual Action has been repaid.

The following table sets forth certain information from the Company's
Consolidated Statement of Cash Flows for the nine months ended June 30, 1997
and 1998:

<TABLE>
<CAPTION>

                                                            Nine months Ended June 30,
                                                        1997                          1998
                                              -------------------------     --------------------------
                                                   (in thousands)                (in thousands)
<S>                                            <C>                         <C>    
Net cash provided by (used in):

     Operating activities                       $            1,471          $             10,124
     Investing activities                                  (77,912)                     (313,232)
     Financing activities                                   90,245                       313,217
</TABLE>


For the nine months ended June 30, 1998, $10.1 million was provided by operating
activities. The net income adjusted for depreciation and amortization and the
extraordinary and restructuring charges provided $38.0 million. The net change
in working capital used $27.9 million, with an increase in deferred income and
accrued expenses and other liabilities, which was more than offset by increases
in accounts receivable, deferred charges, prepaid expenses and other assets, and
a decrease in trade accounts payable. Investing activities required $313.2
million due to acquisition-related expenditures and property and equipment
additions, partially offset by the net proceeds of the disposition of the
broadcast video services business of Visual Action. Financing activities
provided $313.2 million in the nine months ended June 30, 1998, of which $721.3
million was provided by drawings, net of deferred financing fees, under the
Company's existing credit facilities, offset by repayments of $408.7 million. In
addition, the Company received $0.7 million from the exercise of employee stock
options.

                                     -17-
<PAGE>

For the nine months ended June 30, 1997, $1.5 million was provided by
operating activities. The net income adjusted for depreciation and
amortization provided $22.0 million. The net change in working capital used
$20.5 million, with increases in accrued expenses and other liabilities and an
increase in deferred income, which was more than offset by increases in
accounts receivable, prepaid expenses and other current assets, and a decrease
in trade accounts payable. Investing activities required $77.9 million due to
acquisition-related expenditures and property and equipment additions.
Financing activities provided $90.2 million in the nine months ended June 30,
1997, of which $85.9 million of net proceeds were received during the period
from the issuance of common stock and $80.1 million was provided by drawings,
net of deferred financing fees, under the Company's Reducing Revolver, offset
by repayments on each of the 1996 Facilities.

Capital expenditures were $8.0 million and $40.0 million during the nine
months ended June 30, 1997 and 1998, respectively. During the nine months
ended June 30, 1997, the enhancement to computer systems accounted for the
expenditure. During the nine months ended June 30, 1998, the majority of the
capital expenditures related to the purchase of audio visual equipment as well
as the continued investment in information technology.

The Company believes that cash flow from operations and net available credit
under existing bank facilities will be sufficient to meet operating needs and
capital spending requirements and to fund its acquisition strategies for the
foreseeable future.

Year 2000

The Company has determined that it will need to modify or replace some
portions of its software so that its computer systems will function properly
with respect to dates in the year 2000 and beyond. Furthermore, certain
systems are being replaced as part of the Company's ongoing systems
development projects which will be Year 2000 compliant. The costs for Year
2000 modifications are not expected to have a material impact on the Company's
results of operations or financial position.

                                     -18-
<PAGE>


                                    PART II

OTHER INFORMATION
-----------------

ITEM 2.        CHANGES IN SECURITIES
               ---------------------

a)  Not Applicable

b)  Not Applicable

c) The Company issued and sold the following unregistered securities during
   the three months ended June 30, 1998:

     1.   In April, 1998, the Company issued to Bryan D. Langton, a director
          of the Company, 333 shares of common stock, par value $0.01 per
          share ("Common Stock") at a price per share of $37.4375 pursuant to
          the Company's Non-Employee Directors' Stock Plan (the "Plan").
          Pursuant to the Plan, the number of shares of Common Stock issued
          was determined by dividing $12,500 by 37.4375 (the average of the
          high and low sales price per share of the Common Stock on the
          anniversary date of Mr. Langton's appointment to the Board of
          Directors (April 11, 1996)).

     2.   On May 8, 1998, the Company granted to 350 employees option to
          purchase an aggregate of 507,102 shares of Common Stock at an
          exercise price per share of $20.75 pursuant to stock option
          agreements under the Company's 1996 Stock Option Plan, as amended.
          Pursuant to the terms of such option agreements, one third of such
          options vest and become exercisable on May 8, 1999; one third of
          such options vest and become exercisable on May 8, 2000; and one
          third of such options vest and become exercisable on May 8, 2001. 

     3.   In June, 1998, the Company issued and sold an aggregate of 16,106
          shares of Common Stock to Cahl Pty Limited, an Australian company,
          in connection with the purchase of substantially all of the assets
          and the assumption of certain of the liabilities of the business
          known as Stagecraft Corporate Theatre. 

     4.   In June, 1998, the Company issued and sold an aggregate of 17,053
          shares of Common Stock to M.D. McDonald, Inc. in connection with the
          purchase of substantially all of the assets and the assumption of
          substantially all of the liabilities of M.D. McDonald, Inc.

                                    -19-
<PAGE>



ITEM 6.        EXHIBITS AND REPORTS ON FORM 8-K

               (a)     Exhibits Required by Item 601 of Regulation S-K:

                       3.1        Restated Certificate of Incorporation of the
                                  Company filed March 15, 1996 with the
                                  Secretary of State of the State of Delaware
                                  (filed as Exhibit 3.1 to the Company's
                                  Quarterly Report on Form 10-Q for the three
                                  months ended March 31, 1996 and incorporated
                                  herein by reference).

                       3.2        Certificate of Amendment to the Restated
                                  Certificate of Incorporation of the Company
                                  filed March 30, 1998 with the Secretary of
                                  State of the State of Delaware (filed as
                                  Exhibit 3.2 to the Company's Quarterly
                                  Report on Form 10-Q for the three months
                                  ended March 31, 1998 and incorporated herein
                                  by reference).

                       3.3        Second Amended and Restated By-Laws of the 
                                  Company (filed as Exhibit 3.2 (b) to the
                                  Company's Registration Statement on Form S-1
                                  (Registration No. 33-80481) and incorporated
                                  herein by reference).

                       10.1       Employment Agreement, dated as of June 9, 
                                  1998, by and between the Company and Robert F.
                                  Burlinson.

                       27.1       Financial Data Schedule.

               (b)     Reports on Form 8-K:

                       None.

                                     -20-

<PAGE>


                                  SIGNATURES
                                  ----------

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.

                                        CARIBINER INTERNATIONAL, INC.

                                        (Registrant)

Date: August 14, 1998                   By:   /s/ Raymond S. Ingleby
                                              ------------------------
                                              Raymond S. Ingleby
                                              Chairman of the Board and
                                              Chief Executive Officer

                                        By:   /s/ Robert F. Burlinson
                                              --------------------------
                                              Robert F. Burlinson
                                              Executive Vice President and
                                              Chief Financial Officer
                                              (Principal Financial Officer and
                                              Chief Accounting Officer)

                                     -21-
<PAGE>


                                 EXHIBIT INDEX
                                 -------------
                                                                    Page Number
                                                                    -----------

3.1      Restated Certificate of Incorporation of the Company filed March 15,
         1996 with the Secretary of State of the State of Delaware (filed as
         Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the
         three months ended March 31, 1996 and incorporated herein by
         reference).

3.2      Certificate of Amendment to the Restated Certificate of Incorporation
         of the Company filed March 30, 1998 with the Secretary of State of
         the State of Delaware (filed as Exhibit 3.2 to the Company's
         Quarterly Report on Form 10-Q for the three months ended March 31,
         1998 and incorporated herein by reference).

3.3      Second Amended and Restated By-Laws of the Company (filed as 
         Exhibit 3.2 (b) to the Company's Registration Statement on Form S-1
         (Registration No. 33-80481) and incorporated herein by reference).

10.1     Employment Agreement, dated as of June 9, 1998, by and between the 
         Company and Robert F. Burlinson.

27.1     Financial Data Schedule.

                                     -22-