<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 MARCH 31, 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 23,602,165 shares of Common Stock (par value $0.01 per
share) outstanding as of May 1, 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 March 31, 1998.....................3

                   Consolidated Statement of Operations for
                   the six months ended March 31, 1997 and 1998..............4

                   Consolidated Statements of Operations for
                   the three months ended March 31, 1997 and 1998............5

                   Consolidated Statements of Cash Flows for
                   the six months ended March 31, 1997 and 1998..............6

                   Consolidated Statement of Changes in Stockholders'
                   Equity for the six months ended March 31, 1998............7

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

                   Management's Discussion and Analysis of
                   Financial Condition and Results of Operations............12

PART II.  Other Information

          Item 2.  Changes in Securities....................................18

          Item 4.  Submission of Matters to a Vote of Security Holders......19

          Item 6.  Exhibits and Reports on Form 8-K.........................21


SIGNATURES..................................................................23

                                    - 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 March 31, 1998, and the related consolidated
statements of operations for the three and six months ended March 31, 1997 and
1998, the consolidated statement of changes in stockholders' equity for the
six months ended March 31, 1998 and the consolidated statements of cash flows
for the six months ended March 31, 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
May 8, 1998

                                    - 2 -

<PAGE>

                         Caribiner International, Inc.
                          Consolidated Balance Sheets
<TABLE>
<CAPTION>

                                                                    September 30,               March 31,
ASSETS                                                                  1997                      1998
                                                                      (Note 1)                 (unaudited)
                                                                 ------------------        -----------------

                                                                           (amounts in thousands)
<S>                                                             <C>                       <C>
Current Assets:

Cash and cash equivalents                                        $         10,253          $        11,272
Trade accounts receivable - net of allowance for doubtful
   accounts of $1,497 and $3,610 at September 30, 1997 and
   March 31, 1998, respectively                                            77,780                  132,646
Deferred charges                                                           10,229                   19,029
Prepaid expenses and other current assets                                   9,128                   18,131
Assets held for sale (Note 4)                                                  --                   26,975
                                                                 ------------------        -----------------
           Total Current Assets                                           107,390                  208,053

Property and equipment - net                                               45,714                   93,565
Goodwill - net                                                            157,154                  435,279
Other assets                                                                3,619                   10,501
                                                                 ------------------        -----------------
           TOTAL ASSETS                                          $        313,877          $       747,398
                                                                 ==================        =================

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:

Current portion of long-term debt                                $          1,217          $         5,614
Trade accounts payable                                                     18,816                   23,632
Accrued expenses and other current liabilities                             23,200                   53,206
Accrued production costs                                                   11,055                   20,939
Taxes payable                                                               4,726                    8,132
Deferred income                                                            12,225                   23,487
                                                                 ------------------        -----------------
           Total Current Liabilities                                       71,239                  135,010

Long-term debt                                                             60,642                  415,978
Deferred income                                                             5,617                   11,018
Deferred tax liability                                                        715                      894
Other liabilities                                                           4,230                    3,646
                                                                 ------------------        -----------------
           TOTAL LIABILITIES                                              142,443                  566,546

Stockholders' Equity:


Preferred stock, $0.01 par value:
   2,000 shares authorized, none issued and outstanding at
   September 30, 1997 and March 31, 1998, respectively                         --                        --
Common stock, $0.01 par value:
   40,000 and 100,000 voting shares authorized at 
   September 30, 1997 and March 31, 1998, respectively;
   23,417 and 23,591 shares issued and outstanding at 
   September 30, 1997 and March 31, 1998, respectively                        234                      236
Additional paid-in capital                                                159,874                  166,182
Translation adjustment                                                         11                     (168)
Retained earnings                                                          11,315                   14,602
                                                                 ------------------        -----------------
           TOTAL STOCKHOLDERS' EQUITY                                     171,434                  180,852
                                                                 ------------------        -----------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                       $        313,877          $       747,398
                                                                 ==================        =================
</TABLE>

See accompanying notes to the unaudited consolidated financial statements.

                                    - 3 -

<PAGE>

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

<TABLE>
<CAPTION>

                                                                         March 31,
                                                                 1997                1998
                                                           -----------------   ------------------
                                                                    (amounts in thousands)
<S>                                                       <C>                 <C>            
Service revenue                                            $        83,590     $       119,119
Rental revenue                                                      46,874             195,409
Intercompany eliminations                                             (370)             (4,701)
                                                           -----------------   ------------------
Total revenue                                                      130,094             309,827

Cost of service revenue                                             58,086              79,615
Cost of rental revenue                                              29,493             136,015
Intercompany eliminations                                             (370)             (4,701)
                                                           -----------------   ------------------
Total cost of revenue                                               87,209             210,929
                                                           -----------------   ------------------
Gross profit                                                        42,885              98,898

Operating expenses:
    Selling, general and administrative expenses                    31,187              70,320
    Restructuring charge (Note 3)                                       --               3,828
    Depreciation and amortization                                    3,025               9,048
                                                           -----------------   ------------------
Total operating expenses                                            34,212              83,196
                                                           -----------------   ------------------
Equity in income of affiliated company (Note 4)                         --                 688
                                                           -----------------   ------------------
Operating income                                                     8,673              16,390

Interest expense, net                                                1,118               9,904
                                                           -----------------   ------------------
Income before taxes and extraordinary charge                         7,555               6,486

Provision for taxes                                                  3,098               2,594
                                                           -----------------   ------------------

Income before extraordinary charge                                   4,457               3,892

Extraordinary charge on early extinguishment of debt
    (net of income taxes of $403) (Note 5)                              --                 605
                                                           -----------------   ------------------
Net income                                                 $         4,457     $         3,287
                                                           =================   ==================

Basic and diluted earnings per common share:

Income before extraordinary charge                         $          0.22     $          0.17
Extraordinary charge                                                   --                (0.03)
                                                           -----------------   ------------------
Net income per common share                                $          0.22     $          0.14
                                                           =================   ==================
</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>
                                                                         March 31,
                                                                 1997                1998
                                                           -----------------   ------------------
                                                                    (amounts in thousands)
<S>                                                       <C>                 <C>            
Service revenue                                            $        45,284     $        62,941
Rental revenue                                                      32,522             126,967
Intercompany eliminations                                             (370)             (2,530)
                                                           -----------------   ------------------
Total revenue                                                       77,436             187,378

Cost of service revenue                                             31,671              41,741
Cost of rental revenue                                              20,960              86,708
Intercompany eliminations                                             (370)             (2,530)
                                                           -----------------   ------------------
Total cost of revenue                                               52,261             125,919
                                                           -----------------   ------------------
Gross profit                                                        25,175              61,459

Operating expenses:
    Selling, general and administrative expenses                    16,831              38,958
    Restructuring charge (Note 3)                                        -               3,828
    Depreciation and amortization                                    1,441               5,417
                                                           -----------------   ------------------
Total operating expenses                                            18,272              48,203
                                                           -----------------   ------------------
Operating income                                                     6,903              13,256

Interest expense, net                                                  576               6,981
                                                           -----------------   ------------------
Income before taxes                                                  6,327               6,275

Provision for taxes                                                  2,607               2,510
                                                           -----------------   ------------------
Net income                                                 $         3,720     $         3,765
                                                           =================   ==================
Basic and diluted earnings per common share                $          0.18     $          0.16
                                                           =================   ==================
</TABLE>


See accompanying notes to the unaudited consolidated financial statements.

                                    - 5 -

<PAGE>

                         Caribiner International, Inc.
                     Consolidated Statements of Cash Flows

                           For the Six Months Ended
                                  (unaudited)
<TABLE>
<CAPTION>
                                                                                        March 31,
                                                                               1997                 1998
                                                                          ----------------    ------------------
                                                                                 (amounts in thousands)
<S>                                                                      <C>                 <C>            
Cash flows from operating activities:
      Net income                                                          $         4,457     $          3,287

      Adjustments to reconcile net income to net cash provided
        by operating activities:
          Depreciation and amortization                                             4,944               16,949
          Extraordinary charge on early extinguishment of debt,                       
            net of tax                                                                 --                  605
          Restructuring charge, net of cash payments                                   --                2,615

      Change in assets and liabilities, net of amounts acquired:
          (Increase) in trade accounts receivable                                 (19,478)             (13,096)
          (Increase) in deferred charges                                           (4,054)              (7,210)
          (Increase) in prepaid expenses and
               other current assets                                                  (785)              (6,734)
          (Increase) in other assets                                               (1,774)              (6,502)
          (Decrease) in trade accounts payable                                       (771)              (6,502)
          Increase in deferred income                                              11,468               14,009
          Increase in accrued expenses and
               other liabilities                                                    5,067                5,485
                                                                          ----------------    ------------------
      Net cash (used in) provided by operating activities                            (926)               2,906
                                                                          ----------------    ------------------

Cash flow used in investing activities:

          Purchase of property and equipment                                       (4,952)             (25,714)
          Acquisition of businesses, net of
              cash acquired                                                       (39,616)            (291,758)
                                                                          ----------------    ------------------
      Net cash used in investing activities                                       (44,568)            (317,472)
                                                                          ----------------    ------------------

Cash flow provided by financing activities:
          Net proceeds from issuance of common stock                               86,674                   --
          Proceeds from exercise of stock options                                      --                  459
          Repayments of long-term debt                                            (73,578)            (285,243)
          Net (repayments) of bank line of credit                                  (6,000)                  --
          Proceeds from long-term debt                                             58,500              600,002
                                                                          ----------------    ------------------
      Net cash provided by financing activities                                    65,596              315,218
                                                                          ----------------    ------------------


Translation effect on cash and cash equivalents                                       160                  367

Net increase in cash                                                               20,262                1,019
Cash, beginning of period                                                           8,432               10,253
                                                                          ----------------    ------------------

Cash, end of period                                                       $        28,694     $         11,272
                                                                          ================    ==================

Supplemental disclosure of cash flow information:
             Interest paid                                                $         1,033     $          7,000
                                                                          ================    ==================
             Income taxes paid                                            $         1,959     $          4,276
                                                                          ================    ==================
</TABLE>

See accompanying notes to the unaudited consolidated financial statements.

                                    - 6 -

<PAGE>

                         Caribiner International, Inc.
           Consolidated Statement of Changes in Stockholders' Equity
                    For the Six Months Ended March 31, 1998
                                  (unaudited)
                             (amounts in thousands)
<TABLE>
<CAPTION>

                                             Common Stock                                                               Total
                                     -----------------------------     Additional       Retained     Translation     Stockholders'
                                         Shares         Amount      Paid in Capital     Earnings      Adjustment        Equity
                                     -------------   -------------  ---------------   ------------   ------------   -------------
<S>                                  <C>             <C>            <C>               <C>              <C>          <C>     
Balance at September 30, 1997             23,417           $234           $ 159,874        $11,315        $  11          $171,434

Issuance of common stock upon
   acquisitions                              152              2               5,836             --           --             5,838

Issuance of common stock upon
   exercise of stock options                  22              *                 459             --           --               459

Issuance of common stock under
   nonemployee directors' stock
   plan                                        *              *                  13             --           --                13

Translation adjustment                        --             --                  --             --         (179)             (179)

Net income                                    --             --                  --          3,287           --             3,287
                                     -------------   -------------  ---------------   ------------   ------------   -------------
Balance at March 31, 1998                 23,591           $236            $166,182        $14,602        $(168)         $180,852
                                     =============   =============  ===============   ============   ============   =============
</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 six months ended March 31,
     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 statement of
     operations for the three and six months ended March 31, 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, 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 three months ended March 31, 1998, the Company continued the
     integration of its recent acquisitions, primarily in the audio visual
     services businesses. These efforts included strategic evaluations of
     operating infrastructures, personnel, facilities and equipment with the
     goal of enhancing operational efficiency and improving gross profit and
     operating income. As a result of these efforts, the Company has recorded
     a non-recurring, pre-tax restructuring charge of $3.8 million. The charge
     includes $2.8 million related to employee termination and severance costs
     associated with a reduction in the workforce of approximately 155
     employees. Also, included in the charge is $1.0 million relating to lease
     termination costs and the write off of leasehold improvements of vacated
     facilities. The restructuring liability remaining at March 31, 1998 was
     $2.3 million.

4.   Business Acquisitions

     In October, 1997, the Company acquired all of the outstanding capital
     stock of Spectrum Data Systems, Inc. ("Spectrum Data"), an Atlanta-based
     provider of audiovisual 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
     then 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 1985. Such compulsory purchases
     were completed during February 1998. Prior to November 24, 1997, the
     Company acquired a minority interest of Visual Action through open market
     purchases resulting in the equity income reflected for the period. The
     Company consolidated 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 new loan agreement
     (see Note 5).

     Visual Action provides corporate meeting services, including audiovisual
     and exhibition and broadcast video services in the United States and the
     United Kingdom. At the time of its acquisition of Visual Action, the
     Company announced its intention to dispose of Visual Action's broadcast
     video services unit as soon as practicable. The assets of the broadcast
     video services unit which the Company intended to sell have been reflected
     separately in the accompanying consolidated balance sheet at their
     estimated fair market value. Operating results relating to the broadcast
     video services division since the date of acquisition which were accounted
     for as additional goodwill in the accompanying balance sheet were not 
     material.  (See Note 7).
     

                                     - 9 -

<PAGE>

     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 consideration of $3.8 million,
     consisting of cash of $2.8 million and the issuance of 22,859 shares
     having a then 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, 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 then fair market value of
     approximately $1.8 million.

     The following unaudited consolidated pro forma results of operations of
     the Company for the six months ended March 31, 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 if such transactions had 
     occurred on October 1, 1996. The acquisitions

     of Spectrum Data, Consumer Access and Bridge Design 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 six months ended March 31, 1997 and 1998.

                                                Six Months Ended
                                                    March 31,
                                            1997                1998
                                     --------------------------------------
                                       (in millions, except per share data)

     Revenue                         $     309.6           $    346.9
     Income before taxes and
        extraordinary charge                 4.1                  6.9
 
     Net income (before 
        extraordinary charge)                2.5                  4.1
     Pro forma diluted earnings
        per common share               $     0.11                $0.17


     The above calculation of pro forma diluted earnings per common share
     assumes that approximately 21,885,794 and 23,686,404 shares are
     outstanding during the six months ended March 31, 1997 and 1998,
     respectively.

                                    - 10 -

<PAGE>

     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.

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. Such fees will be
     amortized over the term of the 1997 Facilities. 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%. The
     applicable interest rates will increase by 2.0% if principal or interest
     is not paid when due (after applicable grace periods). As of April 30,
     1998, the Company had approximately $418.4 million outstanding under the
     1997 Facilities. In addition, as of April 30, 1998, approximately $16.3
     million was outstanding under credit facilities assumed in connection
     with the acquisition of Visual Action.

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                Six Months Ended
                                             March 31,                         March 31,

                                       1997            1998              1997            1998
                                 -------------------------------   -------------------------------
<S>                              <C>             <C>              <C>               <C>
Weighted average number of
common shares outstanding          20,682,520      23,543,999        19,933,800      23,508,286
Effect of stock options                68,338         157,365            66,472         178,118
                                 -------------    --------------   --------------    -------------
Weighted average number of
common shares outstanding,
including effect of dilutive
securities                         20,750,858      23,701,364        20,000,272      23,686,404
</TABLE>

7.   Subsequent Event

     On May 12, 1998, the Company completed its disposition of the broadcast
     video services division of Visual Action for approximately $27.6 million in
     cash, excluding estimated transaction costs of $1.5 million. As described
     in Note 4, the Company announced its intention to sell Visual Action's
     broadcast video services unit when it acquired Visual Action in November,
     1997. The difference between the net proceeds to be received from the
     disposition and the book value of the assets held for resale will be
     accounted for as additional goodwill.

                                    - 11 -

<PAGE>

                         Caribiner International, Inc.

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

Results of Operations

Six months Ended March 31, 1998 Compared to
 Six months Ended March 31, 1997

Revenue. Revenue increased $179.7 million, or 138.2%, from $130.1 million in
the six months ended March 31, 1997 to $309.8 million in the six months ended
March 31, 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 82.6% 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 in November, 1997 of Visual Action Holdings plc
("Visual Action").  Increases in service revenue primarily from clients in the
food services, petroleum, consumer products and government industries accounted
for the remainder of the total revenue growth.

Gross profit. Total gross profit increased $56.0 million, or 130.6%, from
$42.9 million in the six months ended March 31, 1997 to $98.9 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 30.5% in the six months ended March 31, 1997 to 33.2% in the six months
ended March 31, 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 30.4% for the six months ended March 31, 1998 compared to
37.1% 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 six months ended March 31, 1997 and 1998 is impacted by
approximately $1.7 million and $7.9 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 $39.1 million, or 125.5%, from $31.2 million
in the six months ended March 31, 1997 to $70.3 million in the six months
ended March 31, 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 $23.8 million from increased personnel
resulting from acquisitions and to support the Company's overall

                                    - 12 -

<PAGE>

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 $12.5 million due
to acquisitions and to support the revenue growth. Direct selling expenses such
as travel, marketing and other costs related to obtaining business increased
$2.8 million. Selling, general and administrative expenses, as a percentage of
total revenue, decreased from 24% during the six months ended March 31, 1997 to
22.7% in the six months ended March 31, 1998 as a result of cost management
controls and leveraging the Company's existing core infrastructure.

Restructuring Charge. During the three months ended March 31, 1998, the
Company continued the integration of its recent acquisitions, primarily in the
audio visual services businesses. These efforts included strategic evaluations
of operating infrastructures, personnel, facilities and equipment with the

goal of enhanced operational efficiency and improved gross profit and
operating income. As a result of these plans, the Company has recorded a
non-recurring, pre-tax restructuring charge of $3.8 million. The charge
included $2.8 million related to employee termination and severance costs
associated with a reduction in the workforce of approximately 155 employees.
Also included in the charge was $1.0 million related to lease termination
costs and the write off of leasehold improvements of vacated facilities. The
restructuring liability remaining at March 31, 1998 was $2.3 million.

Depreciation and amortization. Depreciation and amortization expense for the
six months ended March 31, 1998 was $9.0 million, an increase of $6.0 million
as compared to $3.0 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 $1.4 million. Amortization expense increased $4.6 million resulting
primarily 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 $8.8 million in the six
months ended March 31, 1998 from $1.1 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 six months ended March 31, 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.

                                    - 13 -

<PAGE>

Net income. Net income was $3.3 million in the six months ended March 31, 1998
compared to net income of $4.5 million in the six months ended March 31, 1997.
Basic and diluted earnings per common share after the non-recurring
restructuring charge and the extraordinary charge on early extinguishment of
debt were $0.14 for the six months ended March 31, 1998 as compared with an
earnings per common share of $0.22 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 were $0.26 for the six
months ended March 31, 1998.

Three months Ended March 31, 1998 Compared to
 Three months Ended March 31, 1997


Revenue. Revenue increased $110.0 million, or 142.0%, from $77.4 million in the
three months ended March 31, 1997 to $187.4 million in the three months ended
March 31, 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 85.9% 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. Increases in service revenue primarily from
clients in the food services, consumer products, petroleum and lodging
industries accounted for the remainder of the total revenue growth.

Gross profit. Total gross profit increased $36.3 million, or 144.1%, from
$25.2 million in the three months ended March 31, 1997 to $61.5 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 30.1% in the three months ended March 31, 1997 to 33.7% in the three
months ended March 31, 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 31.7% for the three months ended March 31, 1998 compared to
35.6% 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
March 31, 1997 and 1998 is impacted by approximately $1.2 million and $5.1
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 $22.1 million, or 131.5%, from $16.8 million
in the three months ended March 31, 1997 to $38.9 million in the three months
ended March 31, 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 $13.4 million 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 costs, telephone, office
supplies, as well as other miscellaneous expenses, increased $7.4 million due
to acquisitions and to 

                                    - 14 -

<PAGE>

support the revenue growth. Direct selling expenses such as travel, marketing
and other costs related to obtaining business increased $1.3 million. Selling,
general and administrative expenses, as a percentage of total revenue,
decreased from 21.7% during the three months ended March 31, 1997 to 20.8% in
the three months ended March 31, 1998 as a result of cost management controls

and leveraging the Company's existing core infrastructure.

Restructuring Charge. During the three months ended March 31, 1998, the Company
continued the integration of its recent acquisitions, primarily in the audio
visual services businesses. These efforts included strategic evaluations of
operating infrastructures, personnel, facilities and equipment with the goal of
enhanced operational efficiency and improved gross profit and operating income.
As a result of these plans, the Company has recorded a non-recurring, pre-tax
restructuring charge of $3.8 million. The charge included $2.8 million related
to employee termination and severance costs associated with a reduction in the
workforce of approximately 155 employees. Also, included in the charge was $1.0
million related to lease termination costs and the write off of leasehold
improvements of vacated facilities. The restructuring liability remaining at
March 31, 1998 was $2.3 million.

Depreciation and amortization. Depreciation and amortization expense for the
three months ended March 31, 1998 was $5.4 million, an increase of $4.0 million
as compared to $1.4 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 $1.2 million. Amortization expense increased $2.8 million resulting
primarily from goodwill arising from acquisitions.

Interest expense, net. Interest expense, net increased primarily 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 March 31, 1997
and 1998, respectively.

Net income. Net income was $3.8 million in the three months ended March 31,
1998 compared to net income of $3.7 million in the three months ended March
31, 1997. Basic and diluted earnings per common share after the non-recurring
restructuring charge were $0.16 for the three months ended March 31, 1998 as
compared to earnings per common share of $0.18 for the comparable period in
fiscal 1997. Earnings per common share before the non-recurring restructuring
charge were $0.26 for the three months ended March 31, 1998.

                                    - 15 -

<PAGE>

Liquidity and Capital Resources

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. Amounts

outstanding under the Company's former bank facilities were repaid with the 
proceeds from the 1997 Facilities. 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. The Company incurred
approximately $5.0  million of debt issuance fees relating to the 1997
Facilities. Such fees will be amortized over the term of the 1997 Facilities.
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%. The applicable interest rates will increase by 2.0%
if principal or interest is not paid when due (after applicable grace periods).
As of April 30, 1998, the Company had approximately $418.4 million outstanding
under the 1997 Facilities. In addition, as of April 30, 1998, approximately
$16.3 million was outstanding under credit facilities assumed in connection with
the acquisition of Visual Action.

The following table sets forth certain information from the Company's
Consolidated Statement of Cash Flows for the six months ended March 31, 1997
and 1998:

                                                Six months Ended March 31,
                                             1997                   1998
                                     ----------------------  ------------------
                                                    (in thousands)

Net cash provided by (used in):
     Operating activities            $         (926)          $       2,906
     Investing activities                   (44,568)               (317,472)
     Financing activities                    65,596                 315,218


For the six months ended March 31, 1998, $2.9 million was provided by operating
activities. The net income adjusted for depreciation and amortization and the
extraordinary and restructuring charges provided $23.5 million. The net change
in working capital used $20.6 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 $317.5
million due to acquisition-related expenditures and property and equipment
additions. Financing activities provided $315.2 million in the six months ended
March 31, 1998, of which $600.0 million was provided by drawings under the
Company's existing credit facilities, offset by repayments of $285.3 million. In
addition, the Company received $0.5 million from the exercise of employee stock
options.

                                    - 16 -

<PAGE>

For the six months ended March 31, 1997, $0.9 million was used in operating
activities. The net income adjusted for depreciation and amortization provided
$9.4 million. The net change in working capital used $10.3 million, with an

increase in deferred income and accrued expenses and other liabilities, which
was more than offset by increases in trade accounts receivable, deferred
charges, prepaid expenses and other assets, and a decrease in trade accounts
payable. Investing activities required $44.6 million due to acquisition-related
expenditures and property and equipment additions. Financing activities
provided $65.6 million in the six months ended March 31, 1997, of which $86.7
million of net proceeds were received during the period from the issuance of
common stock and $58.5 million was provided by drawings under the Company's
then existing credit facilities, offset by repayment of $79.6 million.

Capital expenditures were $5.0 million and $25.7 million during the six months
ended March 31, 1997 and 1998, respectively. During the six months ended March
31, 1997, the purchase of additional personal computers and expanded
capabilities for the computer system accounted for the largest areas of
expenditure. During the six months ended March 31, 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.  

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.

                                    - 17 -

<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 March 31, 1998:

1.   In February, 1998, the Company issued and sold an aggregate of 53,958
     shares of Common Stock to Paulus J. Zimmerman in connection with the
     purchase of substantially all of the assets and the assumption of certain
     of the liabilities of The Bridge Design Limited.

2.   In March, 1998, the Company issued and sold an aggregate of 6,065 shares
     of Common Stock to Michael K. Trovalli in connection with the purchase of
     substantially all of the assets and the assumption of certain of the
     liabilities of Michael K. Trovalli d/b/a The Tomannex Group.

3.   In March, 1998, the Company issued to C. Anthony Wainwright, a Director of
     the Company, 393 shares of Common Stock at a price per share of $31.75
     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 31.75 (the average of the high and low
     sales price per share of the Common Stock on the anniversary date of Mr.
     Wainwright's appointment to the Board of Directors (March 24, 1997)).

                                    - 18 -

<PAGE>




ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
        ---------------------------------------------------

        a)   Annual Meeting of Stockholders
             Date held: February 27, 1998

        b)   Directors elected:

             Errol M. Cook
             Raymond S. Ingleby
             Bryan D. Langton
             Sidney Lapidus
             David E. Libowitz

             C. Anthony Wainwright

        c)   Matters Voted Upon:

             1.  Election of Directors

                 Nominee                    Votes For        Votes Withheld
                 -------                    ---------        --------------
                 Errol M. Cook              21,265,981           10,255
                 Raymond S. Ingleby         21,265,981           10,255
                 Bryan D. Langton           21,265,979           10,257
                 Sidney Lapidus             21,265,981           10,255
                 David E. Libowitz          21,265,981           10,255
                 C. Anthony Wainwright      21,265,981           10,255

               2.Amendment to Increase Number of Shares of Common Stock
                 Available for Grant under the Company's 1996 Stock Option
                 Plan from 728,000 Shares to 1,928,000 Shares

                 Votes for:                   20,439,479
                 Votes against:                   34,537
                 Votes abstaining:                 5,054
                 Broker non-votes:               797,166


               3.Amendment to the Company's Restated Certificate of
                 Incorporation to Increase the Number of Authorized Shares
                 of Common Stock from 40,000,000 Shares to 100,000,000 Shares

                                    - 19 -

<PAGE>

                 Votes for:                   18,822,625
                 Votes against:                2,447,165
                 Votes abstaining:                 6,446


             4.  Approval and Ratification of Appointment of Ernst & Young LLP 
                 as Independent Auditors for the Fiscal Year Ending September 
                 30, 1998

                 Votes for:                 21,274,341
                 Votes against:                    700
                 Votes abstaining:               1,195

                                    - 20 -

<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.

               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 Caribiner International, Inc. 1996 Stock Option Plan, as
                    amended.

               10.2 Caribiner International, Inc. 1998 Stock Option Plan.

               27.1 Financial Data Schedule.

                                    - 21 -

<PAGE>

        (b)    Reports on Form 8-K:

               The Company filed the following report on Form 8-K during the
               three months ended March 31, 1998:

               Date of Filing        Item Reported    Subject of Report
               --------------        -------------    -----------------

               February 6, 1998           7           Form 8-K/A containing
                                                      financial information in 
                                                      connection with the
                                                      acquisition of Visual 
                                                      Action Holdings plc

                                    - 22 -

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


                              By:    /s/ Arthur F. Dignam
                                    --------------------------------
                                    Arthur F. Dignam
                                    Executive Vice President and
                                    Chief Financial and Administrative Officer
                                    (Principal Financial Officer and
                                    Chief Accounting Officer)

                                    - 23 -

<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.

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  Caribiner International, Inc. 1996 Stock Option Plan,
      as amended.

10.2  Caribiner International, Inc. 1998 Stock Option Plan

27.1  Financial Data Schedule.

                                    - 24 -