<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, 1999

                         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 23,696,732 shares of Common Stock (par value $0.01 per share)
outstanding as of August 9, 1999.
<PAGE>


                                                       INDEX
<TABLE>
<S>      <C>       <C>                                                                         <C>
PART I.  Financial Information
         Item 1.   Financial Statements (Unaudited)

                   Review Report of Independent Accountants....................................   2

                   Consolidated Balance Sheets as of
                   June 30, 1999 and September 30, 1998........................................   3

                   Consolidated Statements of Operations for
                   the nine months ended June 30, 1999 and 1998................................   4

                   Consolidated Statements of Operations for
                   the three months ended June 30, 1999 and 1998...............................   5

                   Consolidated Statements of Cash Flows for
                   the nine months ended June 30, 1999 and 1998................................   6

                   Consolidated Statement of Changes in Stockholders' Equity for the
                   nine months ended June 30, 1999 and 1998....................................   7

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

         Item 2.   Management's Discussion and Analysis of
                   Financial Condition and
                   Results of Operations.......................................................  10

                   PART II. Other Information

         Item 1.   Legal Proceedings...........................................................  14

         Item 2.   Changes in Securities.......................................................  14

         Item 6.   Exhibits and Reports on Form 8-K............................................  14

SIGNATURES.....................................................................................  15
</TABLE>

                                      -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, 1999, and the related consolidated statements
of operations for the three and nine months ended June 30, 1999 and 1998, the
consolidated statement of changes in stockholders' equity for the nine months
ended June 30, 1999 and 1998 and the consolidated statements of cash flows for
the nine months ended June 30, 1999 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 referred to above
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, 1998, 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 18, 1998, 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, 1998, 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 11, 1999

                                      -2-

<PAGE>


                          Caribiner International, Inc.
                           Consolidated Balance Sheets

<TABLE>
<CAPTION>

                                                                     June 30,          September 30,
                                                                       1999                1998
ASSETS                                                             (unaudited)           (audited)
                                                                   -----------         -------------
                                                                         (amounts in thousands)
<S>                                                                <C>                  <C>
Current Assets:

Cash and cash equivalents                                          $   14,421           $    15,117
Trade accounts receivable - net of allowance for doubtful
      accounts of $3,484 and $2,150 at June 30, 1999 and
      September 30, 1998, respectively                                113,527               124,936
Deferred charges                                                       14,400                12,923
Prepaid expenses and other current assets                              14,038                11,610
Assets held for sale                                                    4,900                    --
                                                                   ----------           -----------

      Total Current Assets                                            161,286               164,586

Property and equipment - net                                          108,781                98,070
Goodwill - net                                                        410,090               419,581
Taxes receivable                                                       13,283                 4,479
Other assets                                                           15,772                11,233
                                                                   ----------           -----------

      TOTAL ASSETS                                                 $  709,212           $   697,949
                                                                   ==========           ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:

Current portion of long-term debt                                  $      179           $     1,000
Trade accounts payable                                                 22,368                23,739
Accrued expenses and other current liabilities                         32,399                42,294
Accrued production costs                                               16,231                25,331
Deferred income                                                        20,609                18,093
                                                                   ----------           -----------

      Total Current Liabilities                                        91,786               110,457

Long-term debt                                                        437,192               396,240
Deferred income                                                         8,624                 8,409
Other liabilities                                                      12,067                 7,068
                                                                   ----------           -----------

      TOTAL LIABILITIES                                               549,669               522,174

Stockholders' Equity:

Preferred stock, $0.01 par value:
      2,000 shares authorized, none issued and outstanding at
      June 30, 1999 and September 30, 1998, respectively                   --                    --
Common stock, $0.01 par value:
      40,000 voting shares authorized, 23,697 and 23,689 shares
      issued and outstanding at June 30, 1999 and September 30,
      1998, respectively                                                  236                   236
Additional paid-in capital                                            167,676               167,608
Accumulated other comprehensive income                                 (5,808)               (3,714)
Retained (deficit) earnings                                            (2,561)               11,645
                                                                   -----------          -----------

      TOTAL STOCKHOLDERS' EQUITY                                      159,543               175,775
                                                                   ----------           -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                         $  709,212           $   697,949
                                                                   ==========           ===========
</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,
                                                                       1999                1998
                                                                   ----------           -----------
                                                                        (amounts in thousands)
<S>                                                                <C>                  <C>
Service revenue                                                    $  218,688           $   204,853
Rental revenue                                                        357,928               316,232
Intercompany eliminations                                             (20,576)               (8,360)
                                                                   ----------           -----------

Total revenue                                                         556,040               512,725

Cost of service revenue                                               150,945               138,600
Cost of rental revenue                                                277,439               231,585
Intercompany eliminations                                             (20,576)               (8,360)
                                                                   ----------           -----------

Total cost of revenue                                                 407,808               361,825
                                                                   ----------           -----------

Gross profit                                                          148,232               150,900

Operating expenses:

      Selling, general and administrative expenses                    107,216                99,445
      Loss on disposal of assets                                       16,500                    --
      Restructuring charge                                                 --                 3,828
      Depreciation and amortization                                    20,616                15,123
                                                                   ----------           -----------

Total operating expenses                                              144,332               118,396

Equity in income of affiliated company                                     --                   688
                                                                   ----------           -----------

Operating income                                                        3,900                33,192

Interest expense, net                                                  25,103                16,963
                                                                   ----------           -----------

(Loss) income before taxes and extraordinary charge                   (21,203)               16,229

Benefit (provision) for taxes                                           6,997                (6,501)
                                                                   ----------           -----------

(Loss) income before extraordinary charge                             (14,206)                9,728

Extraordinary charge on early extinguishment of
      debt (net of income taxes of $403)                                   --                   605
                                                                   ----------           -----------

Net (loss) income                                                  $  (14,206)          $     9,123
                                                                   ==========           ===========

Basic and diluted (loss) earnings per common share:

(Loss) income before extraordinary charge                          $    (0.60)          $      0.41

Extraordinary charge                                                       --                 (0.02)
                                                                   ----------           -----------

Net (loss) income per common share                                 $    (0.60)          $      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,
                                                                      1999                1998
                                                                   ----------           -----------
                                                                         (amounts in thousands)
<S>                                                                <C>                  <C>
Service revenue                                                    $   79,109           $    85,734
Rental revenue                                                        119,808               120,823
Intercompany eliminations                                              (6,556)               (3,659)
                                                                  -----------           -----------

Total revenue                                                         192,361               202,898

Cost of service revenue                                                56,087                58,985
Cost of rental revenue                                                 92,098                89,241
Intercompany eliminations                                              (6,556)               (3,659)
                                                                   ----------          ------------

Total cost of revenue                                                 141,629               144,567
                                                                   ----------          ------------

Gross profit                                                           50,732                58,331

Operating expenses:

      Selling, general and administrative expenses                     35,899                35,454
      Loss on disposal of assets                                       16,500                    --
      Depreciation and amortization                                     6,628                 6,075
                                                                   ----------           -----------

Total operating expenses                                               59,027                41,529
                                                                   ----------           -----------

Operating (loss) income                                                (8,295)               16,802

Interest expense, net                                                   8,995                 7,059
                                                                   ----------           -----------

(Loss) income before taxes                                            (17,290)                9,743

Benefit (provision) for taxes                                           5,431                (3,907)
                                                                   ----------           ------------

Net (loss) income                                                  $  (11,859)          $     5,836
                                                                   ===========          ===========


Basic and diluted (loss) earnings per common share:                $    (0.50)          $      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,
                                                                               1999                 1998
                                                                            ----------           -----------
                                                                                (amounts in thousands)
<S>                                                                         <C>                  <C>
Cash flows from operating activities:
       Net (loss) income                                                    $  (14,206)          $     9,123

       Adjustments to reconcile net (loss) income to net cash
          provided by operating activities:

              Depreciation and amortization                                     32,299                26,886
              Loss on disposition of assets                                     16,500                    --
              Extraordinary charge (net of tax) for refinancing debt                --                   605
              Restructuring charge, net of cash payments                            --                 1,435

       Change in assets and liabilities, net of amounts acquired:

              Decrease (increase) in trade accounts receivable                   5,092               (22,307)
              Increase in deferred charges                                      (3,552)               (6,358)
              Increase in prepaid expenses and
                other current assets                                            (5,160)               (2,027)
              Increase in other assets                                          (3,440)               (3,613)
              Decrease in trade accounts payable                                  (215)               (7,145)
              Increase in deferred income                                        3,137                 7,422
              (Decrease) increase in accrued expenses and
                 other liabilities                                             (17,635)                6,103
              Decrease in taxes payable                                         (9,149)                   --
                                                                            ----------           -----------
       Net cash provided by operating activities                                 3,671                10,124
                                                                            ----------           -----------

Cash flow used in investing activities:

              Purchase of property and equipment                               (35,568)              (39,960)
              Net proceeds from disposition of business                             --                25,637
              Acquisition of intangibles and businesses, net of
                 cash acquired                                                  (8,128)             (298,909)
                                                                            ----------           -----------

       Net cash used in investing activities                                   (43,696)             (313,232)
                                                                            ----------           -----------

Cash flow provided by financing activities:

              Proceeds from exercise of stock options                               --                   667
              Repayments of long-term debt                                    (112,828)             (408,728)
              Proceeds from long-term debt                                     153,350               725,300
              Payment of debt issuance fees                                     (1,231)               (4,022)
                                                                            ----------           -----------

       Net cash provided by financing activities                                39,291               313,217
                                                                            ----------           -----------

Translation effect on cash and cash equivalents                                     38                    85

Net (decrease) increase in cash                                                   (696)               10,194
Cash and cash equivalents, beginning of period                                  15,117                10,253
                                                                            ----------           -----------

Cash and cash equivalents, end of period                                    $   14,421           $    20,447
                                                                            ==========           ===========

Supplemental disclosure of cash flow information:

                    Interest paid                                              $23,539           $    14,430
                                                                            ==========           ===========

                    Income taxes paid                                       $    1,226           $     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, 1999 and 1998
                                   (unaudited)
                             (amounts in thousands)

<TABLE>
<CAPTION>
                                                                                                 Accumulated
                                                    Common Stock        Additional  Retained        Other             Total
                                                  -----------------      Paid-in     Earnings   Comprehensive     Stockholders'
                                                  Shares      Amount     Capital    (Deficit)       Income           Equity
                                                  ------      ------    ----------  ---------   -------------     -------------
<S>                                               <C>         <C>       <C>          <C>          <C>               <C>
For the nine months ended June 30, 1999:

Balance at September 30, 1998                     23,689      $ 236     $  167,608   $ 11,645      $(3,714)         $175,775

Net loss                                              --         --             --    (14,206)          --           (14,206)

Foreign currency translation adjustment               --         --             --         --       (2,094)           (2,094)
                                                                                                                    --------

Other comprehensive (loss)                            --         --             --         --           --           (16,300)

Issuance of common stock                               8          *             68         --           --                68
                                                  ------      -----     ----------   --------      -------          --------

Balance at June 30, 1999                          23,697      $ 236     $  167,676   $ (2,561)     $(5,808)         $159,543
                                                  ======      =====     ==========   =========     =======          ========



For the nine months ended June 30, 1998:

Balance at September 30, 1997                     23,417      $ 234     $  159,874   $ 11,315      $    11          $171,434

Net income                                            --         --             --      9,123           --             9,123

Foreign currency translation adjustment               --         --             --         --         (507)             (507)
                                                                                                                    --------

Other comprehensive income                            --         --             --         --           --             8,616

Issuance of common stock                             218          2          7,134         --           --             7,136
                                                  ------      -----     ----------   --------      -------          --------

Balance at June 30, 1998                          23,635      $ 236     $  167,008   $ 20,438      $  (496)         $187,186
                                                  ======      =====     ==========   ========      =======          ========
</TABLE>


*Amount less than $1 thousand

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 three and nine months ended June 30, 1999 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,
    1999.

    The balance sheet at September 30, 1998 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.

    As of October 1, 1998, the Company adopted Statement of Financial Accounting
    Standards No. 130, "Reporting Comprehensive Income" ("Statement 130").
    Statement 130 establishes new rules for the reporting and display of
    comprehensive income and its components; however, the adoption of Statement
    130 had no impact on the Company's net income or stockholders' equity.
    Statement 130 requires foreign currency translation adjustments, which prior
    to the adoption of the new accounting rule were reported separately in
    stockholders' equity, to be included in other comprehensive income. Prior
    year financial statements have been reclassified to conform to the
    requirements of Statement 130.

    Certain reclassifications have been made to the consolidated statement of
    operations for the three and nine months ended June 30, 1998 and the balance
    sheet at September 30, 1998 to conform to the current period's presentation.

2.  Business Acquisitions/Dispositions

    In fiscal 1996 and 1997, the Company acquired several companies engaged in
    providing audio-visual equipment rentals, sales and related staging services
    such as Total Audio Visual Services, Video Supply Company, Inc. d/b/a
    Projexions Video Supply, Blumberg Communications Inc., D&D Enterprises, Inc.
    d/b/a Show Solutions and Bauer Audio Visual, Inc. These acquisitions were
    accounted for using the purchase method of accounting. During the fiscal
    quarter ended March 31, 1999, in connection with the Company's consolidation
    of hotel audio visual outsourcing operations in Chicago, and as part of the
    Company's periodic review of the purchase accounting accruals, approximately
    $1.7 million of liabilities established in connection with the above
    acquisitions were identified as excess and reversed. Additionally,

                                      -8-
<PAGE>

    during the fiscal quarter ended March 31, 1999, the Company recorded
    additional charges approximating $1.7 million, including an increase in the
    allowance for doubtful accounts, associated with consolidating  the hotel
    audio visual operations in Chicago.

    In August, 1999, the Company will dispose of the net assets of its design
    and installation business. The anticipated loss from the pending
    disposition of such net assets is approximately $16.5 million. Net cash
    proceeds of approximately $2.0-$3.0 million are expected upon disposition.
    This transaction has been reflected in the accompanying financial
    statements as of June 30, 1999.

3.  Debt

    On July 30, 1999, the Company obtained an amendment to the Credit
    Agreement which, among other things, waived compliance with certain
    financial covenants contained therein through March 30, 2000.

    The Company believes it necessary to take actions to reduce its
    indebtedness under the Credit Agreement by up to $100 million which, if
    achieved would, based upon current forecasts, allow it to remain in
    compliance with its financial covenants through the period ended June 30,
    2000. In connection therewith, the Company's financial advisor, Salomon
    Smith Barney, is actively assisting in assessing strategic alternatives.
    Management believes that it will be able to complete such actions before
    March 30, 2000; however, there can be no assurances that such actions will
    be completed in such time or, if completed, provide the funds required. In
    such case, the Company would seek additional amendments or waivers to
    ensure compliance with the terms and conditions of the Credit Agreement.
    However, there can be no assurances that such amendments or waivers would be
    entered into or granted. Amounts payable under the terms of the Credit
    Agreement are classified as long-term in the accompanying balance sheet.

4.  Stock Option Re-Pricing

    In December, 1998, the Company adopted a stock option re-pricing program
    pursuant to which the Company offered all employees, excluding executive
    management, the opportunity to re-price all outstanding options granted
    prior thereto under the Company's 1996 Stock Option Plan, as amended. The
    vesting schedule for all so re-priced stock options was restarted, with all
    other terms and conditions of such stock options remaining the same. The
    re-priced stock options have an exercise price equal to the average of the
    high and low sales price of the common stock as of the re-pricing date.

5.  Earnings Per Common Share

    A reconciliation of the number of shares used for the calculation of basic
    and diluted earnings per common share is as follows (in thousands):

<TABLE>
<CAPTION>

                                              Three Months Ended June 30,         Nine Months Ended June 30,
                                                1999               1998               1999         1998
                                               ------             ------             ------       ------
<S>                                            <C>                <C>               <C>           <C>
Weighted average number of common
  shares outstanding                           23,697             23,610             23,695       23,542
Effect of stock options                            --                 86                 --          152
                                               ------             ------             ------       ------

Weighted average number of common
  shares outstanding, including
  effect of dilutive securities                23,697             23,696             23,695       23,694
                                               ======             ======             ======       ======
</TABLE>


                                      -9-
<PAGE>


                          Caribiner International, Inc.

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

Certain statements contained herein may be deemed to be forward-looking
statements as defined in the Safe Harbor Provisions of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements involve known and
unknown risks and uncertainties which may cause the Company's actual results in
future periods, or plans for future periods, to differ materially from what is
currently anticipated. Those risks include, among others, general competitive
factors, the Company's ability to successfully integrate its acquisitions and to
implement operational improvements in its acquired businesses, the seasonality
and episodic nature of the Company's business and other risks and uncertainties
detailed from time to time in the Company's filings with the Securities and
Exchange Commission. Other factors and assumptions not identified above were
also involved in the derivation of these forward-looking statements, and the
failure of such other assumptions to be realized, as well as other factors, may
also cause actual results to differ materially from those projected. The Company
assumes no obligation to update these forward-looking statements to reflect
actual results, changes in assumptions or changes in other factors affecting
such forward-looking statements.

Results of Operations

Nine Months Ended June 30, 1999 Compared to Nine Months Ended June 30, 1998

Revenue. Revenue increased $43.3 million, or 8.4%, from $512.7 million in the
nine months ended June 30, 1998 to $556.0 million in the nine months ended June
30, 1999. Rental revenue increased $41.7 million, or 13.2%, (before intercompany
eliminations) primarily due to the Company's acquisition of Visual Action
Holdings, Ltd. ("Visual Action") in December, 1997. Strong organic growth in the
Company's hotel audio visual services division, increased local market
penetration from the rental services division and consistent solid results from
the staging and meeting services division contributed to the overall revenue
growth. Service revenue increased $13.8 million, or 6.8%, in the nine months
ended June 30, 1999 from $204.9 million in the nine months ended June 30, 1998
due to increased business activity in the United States and United Kingdom.

Gross profit. Total gross profit decreased $2.7 million, or 1.8%, from $150.9
million in the nine months ended June 30, 1998 to $148.2 million in the
comparable period of 1999. As a percentage of service revenue, the gross profit
margin decreased from 32.3% in the nine months ended June 30, 1998 to 31.0% in
the nine months ended June 30, 1999. The decreased gross profit margin was due
to the specific production requirements of the contracts completed during the
period, as well as to the impact of lower margins achieved on the increased
sales volume in 1999 from the United Kingdom market. Gross profit as a
percentage of rental revenue decreased to 22.5% in the nine months ended June
30, 1999 from 26.8% in the prior year's comparable period due to commission
rate increases, as well as increased costs relating to the rental of audio
visual equipment used in operations. Gross profit on rental revenue for the nine
months ended June 30, 1998 and 1999 was reduced by $11.8 million and $11.7
million, respectively, of depreciation expense related to rental equipment used
in the audio visual services businesses. Such depreciation expense is included
in cost of rental revenue.

Selling, general and administrative expenses. Selling, general and
administrative expenses increased $7.8 million, or 7.8%, from $99.4 million in
the nine months ended June 30, 1998 to $107.2 million in the nine months ended
June 30, 1999. The increase was due primarily to the Company's growth from
acquisitions, as well as to normal inflationary increases and expenses relating
to the restructuring of the audio visual services businesses. During the fiscal
quarter ended March 31, 1999, the Company recorded additional charges
approximating $1.7 million, including an increase in the allowance for doubtful
accounts, associated with the Company's consolidation of the hotel audio visual
outsourcing operations in Chicago. In addition, in connection with such
consolidation, and as part of the Company's periodic review of the purchase
accounting accruals, approximately $1.7 million of aggregate liabilities
established in connection with certain acquisitions completed in fiscal 1996 and
1997 were identified as excess and reversed. Selling, general and administrative
expenses, as a percentage of total revenue, was approximately 19.0% during the
nine months ended June 30, 1999 and 1998.

Loss on disposition of assets. The Company recorded a provision of $16.5 million
to reflect an anticipated loss from the pending disposition of its design and
installation business headquartered in Atlanta. Net cash proceeds of
approximately $2.0-$3.0 million are expected upon disposition. This transaction
has been reflected in the accompanying financial statements as of June 30, 1999.

Restructuring Charge. During the nine months ended June 30, 1998, the Company
recorded a pre-tax restructuring charge of


                                      -10-

<PAGE>


$3.8 million in connection with the integration of various acquisitions,
primarily in the audio visual services businesses. The charge included $2.8
million related to employee termination and severance costs associated with a
reduction in the workforce, and $1.0 million related to lease termination costs
and the write off of leasehold improvements of vacated facilities.

Depreciation and amortization. Depreciation and amortization expense for the
nine months ended June 30, 1999 was $20.6 million, an increase of $5.5 million
from 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 $3.8 million. Amortization expense
increased $1.7 million resulting primarily from increased goodwill.

Equity in Income of Affiliated Company. In November, 1997, the Company acquired
a minority interest in Visual Action through open market purchases resulting in
the equity in income reflected for the nine months ended June 30, 1998. The
Company began consolidating the financial results of Visual Action as of
December 1, 1997.

Interest expense, net. Interest expense, net increased by $8.1 million due to
higher average outstanding indebtedness as well as higher borrowing costs.

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 33.0% and 40.0% for the nine months ended June 30, 1999
and 1998, respectively. Excluding the effect of the loss on the disposition of
assets described above, the effective tax rate would have been 40.0% for the
nine months ended June 30, 1999.

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 nine months ended June 30, 1998, 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 (loss) income. The Company realized a net loss of $14.2 million in the nine
months ended June 30, 1999 compared to net income of $9.1 million in the nine
months ended June 30, 1998. The basic and diluted loss per common share for the
nine months ended June 30, 1999 was $0.60 as compared with earnings per common
share of $0.39 for the comparable period in fiscal 1998. The net loss for the
nine months ended June 30, 1999 excluding the effect of the loss on the
disposition of assets would have been $2.8 million, or a net loss per share of
$0.12. Included in the loss from operations is a net loss of $1.7 million
($0.07 loss per share) for the nine months ended June 30, 1999 from the
Company's design and installation business. Earnings per common share before
the extraordinary charge would have been 0.41 for the nine months ended
June 30, 1998.

Three Months Ended June 30, 1999 Compared to Three Months Ended June 30, 1998

Revenue. Revenue decreased $10.5 million, or 5.2%, from $202.9 million in the
three months ended June 30, 1998 to $192.4 million in the three months ended
June 30, 1999. Service revenue from the Company's communications division
decreased approximately $6.6 million (before intercompany eliminations), or
7.7%, principally in the United Kingdom. Rental revenue of $119.8 million for
the three months ended June 30, 1999 was $1.0 million (before intercompany
eliminations) less than the rental revenue reported for the three months ended
June 30, 1998.

Gross profit. Total gross profit decreased from $58.3 million in the three
months ended June 30, 1998 to $50.7 million in the three months ended June 30,
1999. As a percentage of service revenue, the gross profit margin decreased from
31.2% in the three months ended June 30, 1998 to 29.1% in the three months ended
June 30, 1999, due to the specific production requirements of the contracts
completed during the period. Gross profit as a percentage of rental revenue
decreased to 23.1% for the three months ended June 30, 1999 from 26.1% reported
for the prior year's comparable quarter. The decrease in the gross margin of the
audio visual services group is attributable to commission rate increases.
Increases in audio visual equipment rental costs also impacted the gross margin.
Gross profit on rental revenue for the three months ended June 30, 1998 and 1999
was reduced by $3.9 million and $4.3 million, respectively, of depreciation
expense related to rental equipment used in the audio visual services
businesses. Such depreciation expense is included in cost of rental revenue.

Selling, general and administrative expenses. Selling, general and
administrative expenses increased $0.4 million, or 1.3%, from $35.5 million in
the three months ended June 30, 1998 to $35.9 million in the three months ended
June 30, 1999. The increase was due primarily to normal inflationary increases
and expenses relating to the restructuring of the audio visual businesses.
Selling, general and administrative expenses, as a percentage of total revenue,
increased from 17.5% during the three months ended June 30, 1998 to 18.7% in the
three months ended June 30, 1999.


                                      -11-

<PAGE>


Depreciation and amortization. Depreciation and amortization expense for the
three months ended June 30, 1999 was $6.6 million, an increase of $0.6 million
from the corresponding period in the prior year. The impact of owning property
and equipment acquired through acquisitions for the whole period and the
continued investment in information technology resulted in increased
depreciation expense of $0.5 million. Amortization expense increased $0.1
million resulting primarily from increased goodwill.

Interest expense, net. Interest expense, net increased by $1.9 million due to
higher average outstanding indebtedness as well as higher borrowing costs.

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 31.4% and 40.0% for the three months ended June 30, 1999
and 1998, respectively. Excluding the effect of the loss on the disposition of
assets described above, the effective tax rate would have been 40.0% for the
three months ended June 30, 1999.

Net (loss) income. The Company incurred a net loss of $11.9 million, or a $0.50
loss per share, in the three months ended June 30, 1999 compared to net income
of $5.8 million in the three months ended June 30, 1998, or $0.25 income per
share. The Company realized a net loss from operations of $0.5 million, equal to
a loss of $0.02 per share. Included in the loss from operations is a net loss
for the quarter of $540,000 ($0.02 loss per share) from the Company's design and
installation business. The disposition of the Company's design and installation
business increased the total reported net loss for the quarter by $11.4 million
(equal to $0.48 loss per share) to $11.9 million (equal to $0.50 loss per
share.)

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 (the "Revolving Facility") to be utilized in
connection with future acquisitions and for working capital and general
corporate purposes and a $250 million permanently reducing six year term loan
(the "Term Facility" and together with the Revolving Facility, the "Credit
Agreement") which was fully utilized in connection with the acquisition of
Visual Action. The Company recognized an extraordinary loss 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.

In May, 1998, the Company repaid approximately $26 million under the Term
Facility thereby permanently reducing availability thereunder by such amount. In
December, 1998, the terms of the Revolving Facility were amended to reduce the
aggregate availability thereunder from $300 million to $250 million, to amend
certain financial covenants contained therein and to increase the interest rate
on amounts outstanding under the Credit Agreement. As of August 10, 1999, the
Company had approximately $430.3 million outstanding under the Credit
Agreement, of which $223.1 million is outstanding under the Revolving Facility.
Cash on hand as of such date was $6.7 million.

On July 30, 1999, the Company obtained an amendment to the Credit Agreement
which, among other things, waived compliance with certain financial covenants
contained therein through March 30, 2000.

The Company believes it necessary to take actions to reduce its indebtedness
under the Credit Agreement by up to $100 million which, if achieved would,
based upon current forecasts, allow it to remain in compliance with its
financial covenants through the period ended June 30, 2000. In connection
therewith, the Company's financial advisor, Salomon Smith Barney, is actively
assisting in assessing strategic alternatives. Management believes that it will
be able to complete such actions before March 30, 2000; however, there can be
no assurances that such actions will be completed in such time or, if
completed, provide the funds required. In such case, the Company would seek
additional amendments or waivers to ensure compliance with the terms and
conditions of the Credit Agreement. However, there can be no assurances that
such amendments or waivers would be entered into or granted. Amounts payable
under the terms of the Credit Agreement are classified as long-term in the
accompanying balance sheet.

The maturity date of each of the Term Facility and the Revolving Facility is
September 30, 2003. Interest on outstanding amounts under the Credit Agreement
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 Credit Agreement is presently LIBOR plus 3.25%.

Principal on the Term Facility is payable in quarterly installments beginning on
December 31, 1998 with the final scheduled payment due on September 30, 2003.
Subject to reductions in such quarterly installments for prepayments made under
the Term Facility, at present, the Company will be required to repay an
aggregate of: (i) $22.4 million in fiscal 1999 (of which approximately $16.8
million has been repaid through June 30, 1999), (ii) $33.6 million in fiscal
2000, (iii) $44.8 million in fiscal 2001, (iv) $56 million in fiscal 2002 and
(v) $67.8 million in fiscal 2003. The Company is permitted and intends to draw
on the Revolving Facility to make certain of the above payments.

The Credit Agreement is secured by substantially all of the assets of the
Company and its subsidiaries, and the Company and its subsidiaries have pledged
the stock of their respective subsidiaries for the ratable benefit of its
lending banks. The Credit Agreement contains certain financial and other
covenants and restrictions, including without limitation restrictions on the
ability of the Company to pay dividends.


                                      -12-

<PAGE>


The following table sets forth certain information from the Company's
Consolidated Statement of Cash Flows for the nine months ended June 30, 1999 and
1998 (amounts in thousands):

                                                    Nine months Ended June 30,
                                                    --------------------------
                                                      1999              1998
                                                    --------         ---------
Net cash provided by (used in):
     Operating activities                           $  3,671         $  10,124
     Investing activities                            (43,696)         (313,232)
     Financing activities                             39,291           313,217

For the nine months ended June 30, 1999, $3.7 million was provided by operating
activities. The net loss adjusted for depreciation and amortization and the loss
on disposition of assets provided $34.6 million. The net change in working
capital used $30.9 million, with decreases in accrued expenses and other
liabilities and increases in deferred charges, prepaid expenses and other
assets, offset by decreases in accounts receivable and increases in deferred
income. Cash used in investing activities was $43.7 million due to property and
equipment purchases and acquisition-related expenditures. Financing activities
provided $39.3 million, of which $112.8 million was drawn under the Company's
Credit Agreement, offset by debt repayments of $153.4 million. In addition, debt
issuance fees of $1.2 million were paid in connection with the amendments made
to the Credit Agreement in December, 1998.

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.

Capital expenditures were $35.6 million and $40.0 million during the nine months
ended June 30, 1999 and 1998, respectively. During the nine months ended June
30, 1998, the majority of the capital expenditures related to the purchase of
audio visual equipment needed to support the Company's expanded audio visual
businesses, as well as the continued investment in information technology.
During the nine months ended June 30, 1999, the purchase of audio visual
equipment used in operations comprised the major portion of capital
expenditures.

YEAR 2000 COMPLIANCE

The Year 2000 Issue is the result of computer software and hardware, as well as
chips and processors embedded in various products ("Computer Applications"),
using two digits rather than four digits to define the applicable year.
Consequently, these Computer Applications may not be able to properly recognize
dates beginning with the year 2000 which could result in miscalculations or
system failures.

The Company's Computer Applications consist of both internal systems and systems
provided by third parties. The Company is in the process of examining and
testing its Computer Applications. Based on internal assessments completed to
date and upon third party representations, the Company believes that its
exposure to Year 2000 problems is not significant.

The Company has identified non-compliant systems in certain business units.
However, notwithstanding the Year 2000 Issue, the Company had planned to replace
those systems. The Company plans to achieve Year 2000 compliance across all
business lines by September 30, 1999 and is in the process of developing a
contingency plan in the event that it is not able to convert the non-compliant
systems in a timely manner. Such plan includes processing the affected
businesses temporarily on other existing Year 2000 compliant systems.

Although the Company believes that it will be able to resolve the Year 2000
Issue, there can be no assurance that the Company will identify all susceptible
systems or that systems provided by third parties will be Year 2000 compliant or
that any resulting Year 2000 Issues would not have an adverse effect on the
results of operations of the Company.

The Company has not incurred any significant costs to date that are specifically
attributable to resolving the Year 2000 Issue and does not estimate the future
costs related to the resolution of this matter to be material.


                                      -13-

<PAGE>


PART II

OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

On March 25, 1999, a purported shareholder class action lawsuit was filed in the
United States District Court for the Southern District of New York against the
Company and certain of its current and former officers and one of its directors.
The Complaint claims that defendants misrepresented the Company's ability to
integrate various companies it was acquiring and alleges violations of Sections
10(b) and 20(a) of the Securities Exchange Act of 1934 and various rules
promulgated thereunder. Plaintiffs seek unspecified money damages, plus costs
and expenses, including attorneys' fees and expert fees. The Company believes it
has meritorious defenses to this action and intends to defend the lawsuit
vigorously.

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, 1999:

  1. In April, 1999, the Company issued to Bryan D. Langton, a Director of the
     Company, 1,515 shares of Common Stock at a price per share of $7.40625
     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 $8.25 (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. In May, 1999, the Company granted to two employees options to purchase
     an aggregate of 85,000 shares of Common Stock at an exercise price per
     share of $6.65625 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 3, 2000, one third of such options vest and become
     exercisable on May 3, 2001; and one third of such options vest and
     become exercisable on May 3, 2002.

     There were no underwriters employed in connection with the transactions set
     forth above.

     The transactions described above were effected in reliance upon an
     exemption from the registration requirements of the Securities Act of
     1933, as amended, on the basis that such transactions did not involve any
     public offering. The recipients of securities in such transactions
     represented their intention to acquire the securities for investment only
     and not with  a view to sell or offer for sale the securities in connection
     with any distribution thereof and appropriate legends were affixed to the
     securities issued in such transactions.

(d) Not applicable.


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  Third Amended and Restated By-Laws of the Company, (filed as
               Exhibit 3.3 to the Company's Quarterly


                                      -14-

<PAGE>


               Report on Form 10-Q for the three months ended December 31, 1998
               and incorporated herein by reference).

         10.1  Third Amendment and Waiver, dated as of July 30, 1999, to the
               Credit Agreement among the Company, Caribiner, Inc., the several
               lenders named therein, The Chase Manhattan Bank, as
               Administrative Agent, and Merrill Lynch Capital Corporation, as
               Syndication Agent.

         27.1  Financial Data Schedule.

(b) Reports on Form 8-K:

None.


                                   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 12, 1999

                                   By: /s/ Robert F. Burlinson
                                       ---------------------------------------
                                       Robert F. Burlinson
                                       Duly authorized officer of the Registrant
                                       and Executive Vice President and Chief
                                       Financial Officer (Principal Financial
                                       and Accounting Officer)


                                      -15-

<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
               quarterly period ended March 31, 1998 and
               incorporated herein by reference).

          3.3  Third Amended and Restated By-Laws of the Company,
               (filed as Exhibit 3.3 to the Company's Quarterly
               Report on Form 10-Q for the three months ended
               December 31, 1998 and incorporated herein by
               reference).

         10.1  Third Amendment and Waiver, dated as of July 30,
               1999, to the Credit Agreement among the Company,
               Caribiner, Inc., the several lenders named
               therein, The Chase Manhattan Bank, as
               Administrative Agent, and Merrill Lynch Capital
               Corporation, as Syndication Agent.

         27.1  Financial Data Schedule.


                                      -16-