<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, 1997

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 23,417,152 shares of Common Stock (par value $0.01 per share)
outstanding as of August 4, 1997.


<PAGE>

                                    INDEX

PART I. Financial Information

<TABLE>
<S>                                                                                                <C>
        Item 1.  Financial Statements (Unaudited)

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

                 Consolidated Balance Sheets as of
                 September 30, 1996 and June 30, 1997.............................................  3

                 Consolidated Statements of Operations for
                 the nine months ended June 30, 1996 and 1997.....................................  4

                 Consolidated Statements of Operations for
                 the three months ended June 30, 1996 and 1997....................................  5

                 Consolidated Statements of Cash Flows for
                 the nine months ended June 30, 1996 and 1997.....................................  6

                 Consolidated Statement of Changes in Stockholders' Equity for the nine months
                 ended June 30, 1997..............................................................  8

                 Notes to Consolidated Financial Statements.......................................  9

        Item 2.  Management's Discussion and Analysis of
                 Financial Condition and Results of Operations.................................... 15

PART II.Other Information

        Item 4.  Submission of Matters to a Vote of Security Holders.............................. 20

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

SIGNATURES.......................................................................................  23
</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, 1997, and the related consolidated statements
of operations for the three months and nine months ended June 30, 1996 and 1997,
the consolidated statement of changes in stockholders' equity for the nine
months ended June 30, 1997 and the consolidated statements of cash flows for the
nine months ended June 30, 1996 and 1997. 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, 1996, 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 6, 1996, except for Note 15 as to which
the date is December 20, 1996, 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, 1996, 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 4, 1997

                                     -2-

<PAGE>


                        Caribiner International, Inc.
                         Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                                             September 30,               June 30,
ASSETS                                                                           1996                      1997
                                                                               (Note 1)                (unaudited)
                                                                           ------------------        -----------------
<S>                                                                        <C>                       <C>
Current Assets:
Cash and cash equivalents                                                       $ 8,431,777          $    22,868,916
Trade accounts receivable - net of allowance for doubtful
   accounts of $304,860 and $585,817 at September 30, 1996
   and June 30, 1997, respectively                                               36,201,774               73,883,003
Deferred charges                                                                  8,989,410               11,217,691
Prepaid expenses and other current assets                                         3,394,951               10,979,580
                                                                           ------------------        -----------------
           Total Current Assets                                                  57,017,912              118,949,190

Property and equipment - net                                                     21,954,660               33,814,861
Goodwill - net                                                                   46,949,122              123,181,459
Other assets                                                                        399,696                3,257,089
                                                                           ------------------        -----------------
           TOTAL ASSETS                                                       $ 126,321,390          $   279,202,599
                                                                           ==================        =================

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:

Bank line of credit                                                             $ 6,000,000          $     4,000,000
Current portion of long-term debt                                                   648,696                1,310,325
Trade accounts payable                                                            7,529,536               12,802,846
Accrued expenses and other current liabilities                                    8,846,491               23,070,266
Accrued production costs                                                         11,355,416               13,005,339
Taxes payable                                                                     2,224,365                5,028,428
Payable to sellers of SCH International Limited (Note 3)                                 --                8,847,290
Deferred income                                                                  13,334,965               18,138,037
                                                                           ------------------        -----------------
           Total Current Liabilities                                             49,939,469               86,202,531

Long-term debt                                                                   16,189,922               24,720,324
Deferred income                                                                   5,007,183                7,341,217
Other liabilities                                                                 1,717,433                1,479,293
                                                                           ------------------        -----------------
           TOTAL LIABILITIES                                                     72,854,007              119,743,365

Stockholders' Equity:

Preferred stock, $0.01 par value:


   2,000,000 shares authorized, none issued and outstanding at
   September 30, 1996 and June 30, 1997, respectively                                    --                       -- 
     Common stock, $0.01 par value:
   40,000,000 voting shares authorized, 19,196,318 and 23,207,018
   shares issued and outstanding at September 30, 1996 and June 30,                 191,963                  232,071
   1997, respectively

Additional paid-in capital                                                       59,936,973              153,073,874
Translation adjustment                                                               85,723                  430,185
Retained earnings (deficit)                                                      (6,747,276)               5,723,104
                                                                           ------------------        -----------------
           TOTAL STOCKHOLDERS' EQUITY                                            53,467,383              159,459,234
                                                                           ------------------        -----------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                    $ 126,321,390          $   279,202,599
                                                                           ==================        =================
</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,
                                                                 1996                1997
                                                           -----------------  -------------------
<S>                                                        <C>                <C>
Service revenue                                               $ 99,776,939    $    151,447,999
Rental revenue                                                          --          81,845,053
                                                           -----------------  -------------------

Total revenue                                                   99,776,939         233,293,052

Cost of service revenue                                         66,945,123         102,362,469
Cost of rental revenue                                                   --         51,638,773
                                                           -----------------  -------------------

Total cost of revenue                                           66,945,123         154,001,242
                                                           -----------------  -------------------

Gross profit                                                    32,831,816          79,291,810

Operating expenses:

    Selling, general and administrative expenses                21,574,964          50,079,139
    Non-cash compensation expense                                1,072,000                 --
    Depreciation and amortization                                2,138,746           6,869,644
                                                           -----------------  -------------------
Total operating expenses                                        24,785,710          56,948,783
                                                           -----------------  -------------------

Operating income                                                 8,046,106          22,343,027

Interest expense with related parties                            1,199,281                  --
Other interest  expense, net                                       453,436           1,206,789
                                                           -----------------  -------------------

Income before taxes                                              6,393,389          21,136,238

Provision for taxes                                              2,237,686           8,665,858
                                                           -----------------  -------------------

Net income                                                     $ 4,155,703        $ 12,470,380
                                                           =================  ===================


Earnings per common share                                      $      0.31        $       0.59

                                                           =================  ===================
</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,
                                                                 1996                1997
                                                           -----------------   ------------------
<S>                                                        <C>                 <C>
Service revenue                                               $ 48,149,767        $ 67,487,040
Rental revenue                                                          --          36,090,117
                                                           -----------------   ------------------

Total revenue                                                   48,149,767         103,577,157

Cost of service revenue                                         32,574,255          45,024,627
Cost of rental revenue                                                  --          23,175,837

                                                           -----------------   ------------------

Total cost of revenue                                           32,574,255          68,200,464
                                                           -----------------   ------------------

Gross profit                                                    15,575,512          35,376,693

Operating expenses:

    Selling, general and administrative expenses                 8,203,354          18,892,158
    Depreciation and amortization                                  816,204           2,814,839
                                                           -----------------   ------------------
Total operating expenses                                         9,019,558          21,706,997
                                                           -----------------   ------------------

Operating income                                                 6,555,954          13,669,696

Interest expense (income), net                                    (214,731)             88,414
                                                           -----------------   ------------------

Income before taxes                                              6,770,685          13,581,282

Provision for taxes                                              2,362,686           5,568,326
                                                           -----------------   ------------------

Net income                                                     $ 4,407,999         $ 8,012,956
                                                           =================   ==================


Earnings per common share                                      $      0.23         $      0.35
                                                           =================   ==================
</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,
                                                                               1996                1997
                                                                          ----------------    ----------------
<S>                                                                       <C>                 <C>
Cash flows from operating activities:

      Net income                                                              $ 4,155,703       $ 12,470,380

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

          Depreciation and amortization                                         2,138,746          9,549,115
          Non-cash compensation                                                 1,072,000                 --

      Change in assets and liabilities:

          (Increase) in trade accounts receivable                              (8,533,261)       (22,396,692)
          (Increase) in deferred charges                                         (315,872)          (472,394)
          (Increase) in prepaid expenses and
               other current assets                                              (812,461)        (5,490,928)
          Decrease (increase) in other assets                                      83,145         (2,824,972)
          Increase (decrease) in trade accounts payable                           807,027         (3,947,654)
          Increase in deferred income                                           3,163,580          3,241,470
          Increase in accrued expenses and other
               liabilities                                                      1,016,854         10,252,691
          (Decrease) in accrued interest payable                               (7,250,375)                --
                                                                          ----------------    ----------------
      Net cash (used in) provided by operating activities                      (4,474,914)           381,016 
                                                                          ----------------    ----------------

Cash flow used in investing activities:

          Purchase of property and equipment                                   (1,706,964)        (7,992,136)
          Acquisition of intangibles and businesses, net of
              cash acquired                                                   (13,719,507)       (69,919,676)
                                                                          ----------------    ----------------
      Net cash used in investing activities                                   (15,426,471)       (77,911,812)
                                                                          ----------------    ----------------

Cash flow provided by financing activities:


          Net proceeds from issuance of common stock                           43,029,987         85,888,603
          Proceeds from exercise of warrants                                    1,690,500                 --
          Repayments of long-term debt                                        (14,650,970)       (73,753,715)
          Net (repayments) of bank line of credit                              (4,220,000)        (2,000,000)
          Proceeds from long-term debt                                          3,000,000         81,200,000
          Payment of preferred stock dividends                                 (2,201,618)                --
          Proceeds from issuance of common stock under the 1993
              Management Stock Plan                                               174,167                 --
          Repurchase of common stock                                             (176,904)                --
                                                                          ----------------    ----------------
      Net cash provided by financing activities                                26,645,162         91,334,888
                                                                          ----------------    ----------------

Translation effect on cash and cash equivalents                                        --            633,047

Net increase in cash                                                            6,743,777          14,437,139
Cash, beginning of period                                                         212,612           8,431,777
                                                                          ----------------    ----------------
Cash, end of period                                                           $ 6,956,389          22,868,916
                                                                          ================    ================
Supplemental disclosure of cash flow information:

             Interest paid                                                    $ 7,862,260       $   1,156,934 
                                                                          ================    ================
             Income taxes paid                                                $ 1,868,446       $   3,591,309  
                                                                          ================    ================
</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, 1997
                                 (unaudited)

<TABLE>
<CAPTION>
                                                                                                             Retained       
                                                                Common Stock              Additional         Earnings       
                                                            Shares         Amount      Paid in Capital       (Deficit)      
                                                         ----------       --------     ---------------       --------
<S>                                                    <C>              <C>            <C>                 <C>
Balance at September 30, 1996                            19,196,318       $191,963        $ 59,936,973      $(6,747,276)    

Issuance of common stock under non-employee
    directors' stock plan                                     2,076             21              37,411               --     

Issuance of common stock upon offering                    3,743,600         37,436          85,754,469               --    

Issuance of common stock upon acquisition of Rome
    Network, Inc.                                            30,990            310             749,648               --    

Issuance of common stock upon acquisition of
    Blumberg Communications, Inc.                            59,880            599           1,387,868               --    

Issuance of common stock upon acquisition of D&D
    Enterprises d/b/a/ Show Solutions                        76,360            764           2,022,776               --    

Issuance of common stock upon acquisition of
    Wavelength Corporate Communications Pty Limited           2,998             30              81,853               --    

Issuance of common stock upon acquisition of
    Watts/Silverstein, Inc.                                  30,826            308             897,499               --    

Issuance of common stock upon acquisition of WCT
    Live Communication Limited                               53,818            538           1,873,001               --    

Issuance of common stock in connection with the
    acquisition of SCH International Limited                 10,152            102             332,376               --    

Translation adjustment                                           --             --                  --               --    

Net income                                                       --             --                  --       12,470,380    
                                                         ----------       --------        ------------      -----------

Balance at June 30, 1997                                 23,207,018       $232,071        $153,073,874      $ 5,723,104    
                                                         ==========       ========        ============      ===========
<CAPTION>
                                                                                  Total
                                                         Translation          Stockholders'
                                                          Adjustment             Equity

                                                         -----------          -------------
<S>                                                    <C>                   <C>
Balance at September 30, 1996                               $85,723             $53,467,383
                                                      
Issuance of common stock under non-employee           
    directors' stock plan                                        --                  37,432
                                                      
Issuance of common stock upon offering                           --              85,791,905
                                                      
Issuance of common stock upon acquisition of Rome     
    Network, Inc.                                                --                 749,958
                                                      
Issuance of common stock upon acquisition of         
    Blumberg Communications, Inc.                                --               1,388,467
                                                      
Issuance of common stock upon acquisition of D&D      
    Enterprises d/b/a/ Show Solutions                            --               2,023,540
                                                      
Issuance of common stock upon acquisition of          
    Wavelength Corporate Communications Pty Limited              --                  81,883
                                                      
Issuance of common stock upon acquisition of          
    Watts/Silverstein, Inc.                                      --                 897,807
                                                      
                                                      
Issuance of common stock upon acquisition of WCT      
    Live Communication Limited                                   --               1,873,539
                                                      
Issuance of common stock in connection with the       
    acquisition of SCH International Limited                     --                 332,478
                                                      
Translation adjustment                                      344,462                 344,462
                                                      
Net income                                                       --              12,470,380
                                                           --------            ------------
Balance at June 30, 1997                                   $430,185            $159,459,234
                                                           ========            ============
</TABLE>

See accompanying notes to the unaudited consolidated financial statements.

                                     -8-

<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, 1997 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, 1997.

     The  balance sheet at September 30, 1996 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 September 30, 1996
     consolidated balance sheet to conform to the current period's
     presentation.

2.   Summary of Significant Accounting Policies

     Revenue Recognition

     Service revenue is recorded principally on the completed contract method
     of accounting. The recognition of service revenue and cost of service
     revenue is deferred until a project is completed which is often within a
     three- to six-month time period. For those projects which provide for
     multiple events, the contract revenue and costs are apportioned and
     revenue and profit are recognized as each event occurs. If a client
     cancels a project after production has begun, the client is obligated
     under contract to pay for services performed and expenses incurred through
     the date of cancellation, and there are no provisions for nonpayment by
     the client.

     The Company recognizes rental revenue over the rental period.

     Cost of Revenue

     Cost of service revenue is comprised of production costs, including the
     salaries and benefits of production, creative and technical personnel

     involved with the specific contracts, and other direct costs, including
     contracted services, equipment rentals and 

                                     -9-

<PAGE>


     costs associated with the production of audio-visual effects. Such costs
     are deferred until project completion.

     Cost of rental revenue is comprised principally of direct labor costs,
     commissions, depreciation and equipment rentals.

     New Accounting Pronouncement

     In February, 1997, the Financial Accounting Standards Board issued
     Statement No. 128, Earnings Per Share ("Statement 128"), which is required
     to be adopted on December 31, 1997. At that time, the Company will be
     required to change the method currently used to compute earnings per share
     and to restate all prior periods. Under the new requirements for
     calculating primary earnings per share, the dilutive effect of stock
     options will be excluded. The impact of Statement 128 on the calculation of
     primary and fully diluted earnings per share for these quarters is not
     expected to be material.

3.   Business Acquisitions

     In December, 1996, the Company acquired all of the outstanding capital
     stock of Rome Network, Inc. ("Rome"), a regional producer of meetings and
     events headquartered in San Francisco, for aggregate consideration of $3.2
     million, which consisted of approximately $2.4 million in cash and the
     issuance of 30,990 shares of the Company's common stock having a fair
     market value of approximately $0.8 million.

     In January, 1997, the Company acquired substantially all of the assets of
     Video Supply Company, Inc. d/b/a Projexions Video Supply and
     Projections/Video Supply Company (together, "Projexions"), a provider of
     audio visual equipment rentals and related staging services, in the
     southeastern U.S., for approximately $13.6 million (subject to certain
     adjustments) in cash and $1.4 million in the repayment of certain
     indebtedness.

     In January, 1997, the Company completed the acquisition of all of the
     outstanding capital stock of Blumberg Communications Inc. ("Blumberg"), a
     provider of audio visual equipment rentals, sales and related staging
     services, including hotel audio visual outsourcing services, in the upper
     midwest and southern U.S. The Company paid aggregate consideration of $18.0
     million (subject to certain adjustments), which consisted of approximately
     $16.6 million in cash and the issuance of 59,880 shares of the Company's
     common stock having a fair market value of approximately $1.4 million. In
     addition, the Company repaid $3.9 million in outstanding indebtedness of
     Blumberg at closing.


     In April, 1997, the Company completed the acquisition of the assets of D&D
     Enterprises, Inc., d/b/a/ Show Solutions ("Show Solutions"), a provider of
     staging and show services based in Atlanta, for aggregate consideration of
     approximately $11.4 million (subject to certain adjustments), which
     consisted of $8.4 million in cash paid at closing, $1.0 million placed in
     escrow to be paid at a later date upon satisfaction of certain terms and
     conditions, and the issuance of 76,360 shares of the Company's common stock
     having a fair market value of approximately $2.0 million. In addition, the


                                     -10-

<PAGE>


     Company repaid approximately $0.6 million in outstanding indebtedness of
     Show Solutions.

     In May, 1997, the Company acquired substantially all of the assets of
     Wavelength Corporate Communications Pty Limited ("Wavelength"), a provider
     of business communications services in Australia and New Zealand, for
     aggregate consideration of approximately $2.0 million, which consisted of
     $1.9 million in cash and the issuance of 2,998 shares of the Company's
     common stock having a fair market value of approximately $0.1 million.

     Also in May, 1997, the Company acquired all of the outstanding capital
     stock of Watts/Silverstein, Inc. ("Watts/Silverstein"), a Seattle-based
     business communications company, for approximately $4.1 million in cash,
     which included the repayment of approximately $0.7 million in outstanding
     indebtedness of Watts/Silverstein, and the issuance of 30,826 shares of the
     Company's common stock having a fair market value of approximately $0.9
     million.

     In June, 1997, the Company acquired all of the outstanding capital stock
     of WCT Live Communication Limited ("WCT"), a London-based business
     communications services provider, for aggregate consideration of
     approximately $12.0 million, which consisted of $10.1 million in cash and
     the issuance of 53,818 shares of the Company's common stock having a fair
     market value of $1.9 million.

     All of the transactions described above were financed by additional
     drawings on one of the Company's credit facilities, except for the
     acquisition of Show Solutions, which was paid from the Company's cash on
     hand.

     In July, 1997, the Company acquired all of the outstanding capital stock
     of Bauer Audio Visual, Inc. ("Bauer"), a provider of audio visual equipment
     rentals and audio visual outsourcing services throughout the United States.
     Consideration paid for the acquisition was $14.6 million in cash and the
     issuance of 167,762 shares of the Company's common stock with an aggregate
     fair market value of approximately $4.6 million. In addition, at closing
     the Company repaid approximately $7.0 million in outstanding long-term
     indebtedness of Bauer and $4.8 million in outstanding short-term
     indebtedness of Bauer.


     Also,in July, 1997, the Company acquired all of the outstanding capital
     stock of Envision Corporation ("Envision"), a Boston-based business
     communications services provider. Consideration paid for the acquisition
     was $5.6 million in cash and the issuance of 42,372 shares of the Company's
     common stock having a fair market value of approximately $1.4 million.

     Each of the acquisitions completed in July, 1997 were financed by
     additional borrowings against the Company's existing credit facilities.

     In connection with the acquisition of SCH International Limited
     ("Spectrum") consummated in June, 1996, contingent payments were to be made
     in each of three years following the closing of the transaction, based upon
     the achievement of certain performance goals. Such contingent payments
     would be accounted for as additional purchase price as they became known.
     In July, 1997, the Company settled all future contingent payments by
     granting to the sellers of Spectrum aggregate consideration 


                                     -11-


<PAGE>


     consisting of approximately $8.8 million in cash and the issuance of 10,152
     shares of the Company's common stock having a fair market value of
     approximately $0.3 million. Such transaction was accounted for as
     additional purchase price and has been reflected in the accompanying
     balance sheet as of June 30, 1997.

     The  following  unaudited  consolidated  pro forma  results of  operations 
     of the  Company for the nine  months  ended June 30,  1996 and 1997 give 
     effect to the  following transactions as if they occurred on October 1,
     1995: (i) the acquisitions of Koors Perry & Associates, Inc. ("Koors
     Perry"),  Lighthouse, Ltd. ("Lighthouse"),  Spectrum, Total Audio Visual 
     Services  ("TAVS"),  Projexions,  Blumberg,  Show Solutions, 
     Watts/Silverstein  and WCT Live,  (ii) decreased  interest  expense and
     preferred stock dividends  resulting from the repayment of  substantially 
     all outstanding  bank borrowings and other long-term  indebtedness of the
     Company from proceeds of the initial public  offering of common stock, 
     which was  consummated on March 15, 1996 and (iii) the repayment with the
     proceeds of the initial public offering of a portion of bank borrowings 
     that would have been incurred in connection with the  acquisitions  of
     Koors Perry,  Lighthouse,  Spectrum and TAVS as if such  acquisitions  had
     occurred on October 1, 1995.  The effect of the  acquisitions  of Rome and 
     Wavelength  on the Company's  results of  operations  for the nine months
     ended June 30, 1996 and 1997 is insignificant.


                                             Nine Months Ended
                                                  June 30,
                                          1996                1997
                                    -----------------    ------------------

                                      (in millions, except per share data)
                                   
       Revenue                       $251.7                $286.0
       Income before taxes             11.4                  21.8 
       Net income                       6.7                  12.9
       Pro forma net income per      $  0.35               $  0.61  
                common share       

     The above calculation of pro forma net income per common share assumes 
     that approximately 19.3 million and 21.3 million shares are outstanding  
     during the nine months ended June 30, 1996 and 1997, respectively.

     The  unaudited pro forma consolidated results of operations do not purport
     to be indicative of the actual results of operations that would have
     occurred had the acquisitions described above been made on October 1, 1995
     or of results which may occur for any future period.

4.   Stock Offering

     In March, 1997, the Company consummated an offering of 4,105,000 shares
     of its common stock, which included the sale of 3,743,600 shares of Common
     Stock by the Company for $24.438 per share. The Company received net
     proceeds of approximately $85.8 million (after deducting underwriting
     discounts and expenses), of which approximately $64.5 million were used to
     repay all of the Company's then 

                                     -12-

<PAGE>

     outstanding bank borrowings. The remaining net proceeds were available to
     make acquisitions, fund working capital needs and for general corporate
     purposes.

5.   Stock Split

     The Company declared a 2-for-1 split of its common stock effected by
     paying a stock dividend of one new share for every share of the Company's
     common stock outstanding. The stock dividend was paid on June 20, 1997 to
     stockholders of record as of May 30, 1997. The accompanying consolidated
     financial statements, including the earnings per common share calculation,
     have been restated to reflect such stock split.

6.   Earnings per Common Share

     The weighted average number of shares of common stock outstanding during
     the three and nine months ended June 30, 1996 is 19,013,460 and 15,556,602,
     respectively. The weighted average number of shares of common stock
     outstanding during the three and nine months ended June 30, 1997 is
     23,218,861 and 21,082,213 respectively.

     Earnings per common share for the three and nine months ended June 30, 1996
     has been computed on a pro forma basis assuming conversion of the
     convertible note and all outstanding shares of preferred stock into common

     stock (which, in each case, occurred on March 15, 1996 immediately prior to
     the Company's initial public offering) as if such conversions occurred on
     October 1, 1995. The pro forma earnings per share reflects adjustments to
     eliminate the interest expense incurred on the convertible note and to
     eliminate accrued preferred stock dividends. Pursuant to the requirements
     of the Securities and Exchange Commission, common stock issued under the
     1993 Management Stock Plan and warrants to purchase common stock issued at
     prices below the initial public offering price per share during the twelve
     months immediately preceding the date of the initial filing of the
     Company's Registration Statement on Form S-1 (registration no. 33-80481)
     have also been included in the calculation of common shares, using the
     treasury stock method, as if they were outstanding for the three and nine
     months ended June 30, 1996.

     Of the net proceeds from the sale of shares of common stock offered by
     the Company in its public offering completed in March, 1997, approximately
     $64.5 million were used to repay aggregate outstanding bank borrowings.
     Assuming the issuance and sale of only that number of shares of common
     stock which would have generated net proceeds sufficient to repay
     indebtedness of $64.5 million, and assuming that such indebtedness had been
     repaid as of October 1, 1996, supplementary pro forma net income per share
     would have been $0.35 and $0.61 for the three months and nine months ended
     June 30, 1997, respectively. For purposes of this computation, the weighted
     average number of shares of common stock outstanding during the three
     months and nine months ended June 30, 1997 is 23,218,860 and 22,586,979
     respectively.

     Of the net proceeds from the sale of shares of common stock offered by the
     Company in the initial public offering completed in March, 1996,
     approximately $25.6 million were used to repay aggregate outstanding bank
     borrowings and other long-term 

                                     -13-

<PAGE>


     indebtedness, including accrued interest, and preferred stock dividends.
     Assuming the issuance and sale of only that number of shares of common
     stock which would have generated net proceeds sufficient to repay
     indebtedness of $25.6 million, and assuming that such indebtedness had been
     repaid as of October 1, 1995, supplementary pro forma net income per share
     would have been $0.31 for the nine months ended June 30, 1996. For purposes
     of this computation, the weighted average number of shares of common stock
     outstanding during the three months and nine months ended June 30, 1996 is
     17,492,600.

                                     -14-

<PAGE>

                          Caribiner International, Inc.

           Management's Discussion and Analysis of Financial Condition

                            and Results of Operations


Results of Operations

Nine Months Ended June 30, 1997 Compared to
 Nine Months Ended June 30, 1996

Revenue. Revenue increased $133.5 million, or 134%, from $99.8 million in the
nine months ended June 30, 1996 to $233.3 million in the nine months ended June
30, 1997. The increase resulted primarily from the acquisition of other business
communications services companies, expanded activities from existing clients and
projects for new clients. Approximately 61% of the increase represented revenue
from the rental of audio visual equipment through the Company's Total Audio
Visual Services ("TAVS") division, which includes the results of the Video
Supply Company, Inc. d/b/a Projexions Video Supply and Projections/Video Supply
Company (together, "Projexions") (acquired in January, 1997), Blumberg
Communications, Inc. ("Blumberg") (acquired in January, 1997) and D&D
Enterprises, Inc. d/b/a Show Solutions ("Show Solutions") (acquired in April,
1997). Increases in service revenue primarily from clients in the
telecommunications, automotive, consumer products, information technologies,
government and pharmaceutical industries accounted for the remaining 39% of the
total revenue growth. Service revenue from clients in the financial services
industry decreased primarily as a result of a triennial sales meeting held by a
financial services client during the nine months ended June 30, 1996. This
decrease was offset by increases in service revenue from clients in the 
industries described above, as well as various other industries.

Gross profit. Total gross profit increased $46.5 million, or 142%, from $32.8
million in the nine months ended June 30, 1996 to $79.3 million in the same
period of 1997, primarily as a result of the revenue growth described above. As
a percentage of service revenue, gross profit remained constant in the nine
months ended June 30, 1997 as compared with the prior comparable period. Gross
profit as a percentage of rental revenue was 36.9%.

Selling, general and administrative expenses. Selling, general and
administrative expenses increased $28.5 million, or 132%, from $21.6 million in
the nine months ended June 30, 1996 to $50.1 million in the nine months ended
June 30, 1997. 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 $17.9 million from increased personnel resulting from
acquisitions and to support the Company's overall growth, as well as normal
inflationary increases. Other general and administrative expenses, including
rent and related costs, telephone, office supplies, as well as insurance costs,
and other miscellaneous expenses, increased $8.8 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 $1.8 million. Selling, 


                                     -15-

<PAGE>



general and administrative expenses, as a percentage of total revenue, were
comparable in both periods. The $1.1 million nonrecurring, non-cash compensation
charge during the nine months ended June 30, 1996 was the result of the vesting
of common stock sold pursuant to the Company's management stock plan at a price
lower than its fair market value. Excluding the effect of the nonrecurring
non-cash compensation charge of $1.1 million, pro forma net income per common
share would have been $0.35 for the nine months ended June 30, 1996.

Depreciation and amortization. Depreciation and amortization expense for the
nine months ended June 30, 1997 was $6.8 million, an increase of $4.7 million as
compared to $2.1 million for the corresponding period in the prior year.
Property and equipment acquired through acquisitions and the continued
investment in rental equipment and information technology resulted in increased
depreciation expense of $2.9 million. Amortization expense increased $1.8
million resulting primarily from goodwill arising from acquisitions.

Interest expense. Interest expense with related parties decreased $1.2 million
due to the repayment and conversion of debt on March 15, 1996 in connection
with the Company's initial public offering. Other interest expense, net
increased primarily due to higher average borrowings to finance acquisitions and
increased working capital requirements.

Income before taxes. Income before taxes increased to $21.1 million in the nine
months ended June 30, 1997 from $6.4 million in the nine months ended June 30,
1996.

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 35% and 41% for the nine months ended June 30, 1996 and
1997, respectively. The increase in the effective tax rate is due primarily to
income before tax in excess of the utilization of available net operating loss
carryforwards which are not subject to limitations.

Net income. Net income increased to $12.5 million in the nine months ended June
30, 1997 from $4.2 million in the nine months ended June 30, 1996. Earnings per
common share for the nine months ended June 30, 1997 increased to $0.59 from a
pro forma net income per share of $0.31 for the comparable period in fiscal
1996. The earnings per share for the nine months ended June 30, 1996 was
computed on a pro forma basis assuming conversion of the convertible note and
all outstanding shares of preferred stock into common stock (which, in each
case, occurred on March 15, 1996 immediately prior to the consummation of the
Company's initial public offering) as if such conversions occurred on October 1,
1995. The pro forma earnings per share computation reflects adjustments to
eliminate the interest expense incurred on the convertible note and to eliminate
accrued preferred stock dividends.


                                     -16-


<PAGE>

Three Months Ended June 30, 1997 Compared to

     Three Months Ended June 30, 1996

Revenue. Revenue increased $55.4 million, or 115%, from $48.1 million in the
three months ended June 30, 1996 to $103.6 million in the three months ended
June 30, 1997. Through a combination of acquisitions and internal growth, the
Company increased its revenues from clients across a broad range of industries.
Approximately 65% of the increase represented revenue from the rental of audio
visual equipment through the Company's TAVS division, which includes the results
of the Projexions (acquired in January, 1997), Blumberg (acquired in January,
1997) and Show Solutions (acquired in April, 1997). Increases in service revenue
primarily from clients in the automotive, telecommunications and pharmaceutical
industries accounted for the remaining 35% of the total revenue growth. In
addition, service revenue from clients in the financial services industry
decreased primarily as a result of a triennial sales meeting held by a client
during the three months ended June 30, 1996. This decrease was offset by
increases in service revenue from foreign government agencies and from clients
primarily in the consumer products industry.

Gross profit. Total gross profit increased $19.8 million, or 127%, from $15.6
million in the three months ended June 30, 1996 to $35.4 million in the three
months ended June 30, 1997 as a result of the revenue growth described above.
Gross profit as a percentage of service revenue increased to 33.3% for the three
months ended June 30, 1997 from 32.3% for the comparable period in fiscal 1996
primarily due to project mix. Gross profit as a percentage of rental revenue was
35.8% for the three months ended June 30, 1997.

Selling, general and administrative expenses. Selling, general and
administrative expenses increased $10.7 million, or 131%, from $8.2 million in
the three months ended June 30, 1996 to $18.9 million in the three months ended
June 30, 1997. Salaries and related costs increased $6.3 million primarily from
increased personnel resulting from acquisitions and to support the Company's
overall growth, as well as normal annual inflationary increases. Other general
and administrative expenses, including rent and related expenses, office
supplies, telephone and insurance costs, as well as other miscellaneous
expenses, increased $3.9 million due to acquisitions and to support the overall
significant growth of the Company. Direct selling expenses, including travel,
marketing and other costs related to obtaining business increased $0.5 million.
Selling, general and administrative expenses as a percentage of revenue
increased from 17.0% in the three months ended June 30, 1996 to 18.3% in the
three months ended June 30, 1997 due primarily to the fixed nature of certain
expenses.

Depreciation and amortization. Depreciation and amortization expense increased
$2.0 million from $0.8 million in the three months ended June 30, 1996 to $2.8
million in the three months ended June 30, 1997. Property and equipment acquired
through acquisitions and the continued investment in rental equipment and
information technology resulted in increased depreciation expense of $1.2
million in the three months ended June 30, 1997. Amortization expense increased
$0.8 million resulting primarily from goodwill arising from acquisitions.

                                     -17-


<PAGE>



Interest expense. Interest expense, net, increased due to increased borrowings
incurred in connection with the consummation of acquisitions and increased
working capital requirements.

Income before taxes. Income before taxes increased from $6.8 million in the
three months ended June 30, 1996 to $13.6 million in the three months ended June
30, 1997 as revenue growth from acquired businesses as well as internal growth
contributed to the improved earnings of the Company.

Provision for taxes. The provision for taxes reflects an allocation based on the
full year anticipated tax provision. The provision for taxes as a percentage of
income before taxes was 35% and 41% for the three months ended June 30, 1996 and
1997, respectively. The increase in the effective tax rate is due primarily to
income before tax in excess of the utilization of available net operating loss
carryforwards which are not subject to limitations.

Net income. Net income increased to $8.0 million in the three months ended June
30, 1997 from $4.4 million in the three months ended June 30, 1996. Earnings per
common share for the three months ended June 30, 1997 increased to $0.35 from a
pro forma net income per share of $0.23 for the comparable period in fiscal
1996. The net income per share for the three months ended June 30, 1996 was
computed on a pro forma basis assuming conversion of the convertible note and
all outstanding shares of preferred stock into common stock (which, in each
case, occurred on March 15, 1996 immediately prior to the consummation of the
Company's initial public offering) as if such conversions occurred on October 1,
1995. The pro forma income per share computation reflects adjustments to
eliminate the interest expense incurred on the convertible note and to eliminate
accrued preferred stock dividends.

Liquidity and Capital Resources

On December 4, 1996, 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 $27 million to $100 million, consisting of a $75
million six year reducing revolving credit facility (the "Reducing Revolver") to
be utilized in connection with the financing of acquisitions and a $25 million
six year revolving line of credit (the "Revolving Line" and together with the
Reducing Revolver, the "1996 Facilities"). Amounts outstanding under the
Company's former bank facilities were repaid with proceeds from the 1996
Facilities. The maturity date of each of the 1996 Facilities is December 31,
2002. Interest on outstanding amounts under the 1996 Facilities is payable
quarterly in arrears and, at the option of the Company, interest accrues at
either (i) LIBOR plus an applicable margin or (ii) an alternate base rate based
on 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 will increase by 2.0% if principal or interest is not paid when
due (after applicable grace periods). Pursuant to the terms of the 1996
Facilities, the Company is required to reduce outstanding amounts under the
Revolving Line to less than $5.0 million for a period of not less than 30 days
during every 12-month period commencing on 

                                     -18-


<PAGE>

December 4, 1996. As of August 8, 1997, the Company had approximately
$58.3 million outstanding under the 1996 Facilities.

The following table sets forth certain information from the Company's
Consolidated Statement of Cash Flows for the nine months ended June 30, 1996 and
1997:

                                          Nine months Ended June 30,
                                          1996                   1997
                                     -----------------     -----------------
Net cash provided by (used in):   
                                  
     Operating activities              $  (4,474,914)        $    381,016     
     Investing activities                (15,426,471)         (77,911,812)
     Financing activities                 26,645,162           91,334,888


For the nine months ended June 30, 1997, $0.4 million was provided by operating
activities. The net income adjusted for depreciation and amortization provided
$22.0 million. The net change in working capital used $21.6 million, with an
increase in accrued expenses and other liabilities and an increase in deferred
income, which was more than offset by increases in accounts receivable, prepaid
expenses and other current assets and a decrease in trade accounts payable.
Investing activities required $77.9 million due to acquisition-related
expenditures and property and equipment additions. Financing activities provided
$91.3 million in the nine months ended June 30, 1997, of which $85.9 million of
net proceeds were received during the period from the issuance of common stock
and $81.2 million was provided by drawings under the Company's Reducing
Revolver, offset by repayments on each of the 1996 Facilities.

For the nine months ended June 30, 1996, $4.5 million was used in operating
activities. The net loss adjusted for depreciation and amortization and the
non-cash compensation charge of $1.1 million provided $7.4 million. The net
change in working capital used $11.8 million, with increases in deferred income,
accrued expenses and accounts payable, more than offset by increases in accounts
receivable, prepaid expenses and other current assets and a decrease in accrued
interest. Investing activities required $15.4 million due to acquisition-related
expenditures and property and equipment additions. Financing activities provided
$26.6 million in the nine months ended June 30, 1996, of which an aggregate of
$44.9 million of net proceeds were received during the period from the issuance
of common stock and the exercise of warrants to purchase common stock and $3.0
million was provided by the Company's then-existing credit facility, offset by
$21.1 million used to repay all outstanding bank borrowings and substantially
all other long-term indebtedness (including accrued interest), and pay all
accrued preferred stock dividends. In addition, $0.2 million was used to
repurchase common stock during the period.

Capital expenditures were $1.7 million and $8.0 million during the nine months
ended June 30, 1996 and 1997, respectively. During the nine months ended June
30, 1996, the purchase of additional personal computers and expanded
capabilities for the computer system accounted for the largest areas of
expenditure. During the nine months ended June 30, 1997, the purchase of audio
visual equipment and the continued investment in information technology
comprised the major portion of the capital expenditures.



                                     -19-

<PAGE>


                                     PART II


OTHER INFORMATION


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

               (a)     Annual Meeting of Stockholders
                       Date held:  May 6, 1997

               (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

<TABLE>
<CAPTION>
                               Nominee                           Votes For            Votes Withheld
                               -------                           ---------            --------------
<S>                                                              <C>                  <C>
                               Errol M. Cook                     9,607,789                    41,381
                               Raymond S. Ingleby                9,607,789                    41,381
                               Bryan D. Langton                  9,610,989                    38,181
                               Sidney Lapidus                    9,607,789                    41,381
                               David E. Libowitz                 9,607,789                    41,381
                               C. Anthony Wainwright             9,610,989                    38,181
</TABLE>

                       2.    Approval of Appointment of Ernst & Young LLP as 
                             independent auditors for the fiscal year ending 
                             September 30, 1997

                             Votes for:                     9,648,570
                             Votes against:                       400
                             Votes abstaining:                    200

               (d)     Not applicable.


                                     -20-

<PAGE>



ITEM 6.        EXHIBITS AND REPORTS ON FORM 8-K

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

                       2.1        Agreement of Purchase and Sale of Stock, dated
                                  May 29, 1997, by and among Caribiner
                                  International, Inc. (the "Company"), Bauer
                                  Audio Visual, Inc. and each of the
                                  Stockholders listed on Schedule A thereto
                                  (schedules omitted -- the Company agrees to
                                  furnish a copy of any Schedule to the
                                  Commission upon request) (filed as Exhibit 2.1
                                  to the Company's Current Report on Form 8-K
                                  filed with the Commission on July 18, 1997 and
                                  incorporated herein by reference).

                       3.1        Restated Certificate of Incorporation (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        Second Amended and Restated By-Laws (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).

                       11.1       Computation of Earnings Per Common Share for
                                  the three months ended June 30, 1996 and
                                  1997.

                       11.2       Computation of Earnings Per Common Share for
                                  the nine months ended June 30, 1996 and 1997.

                       27.1       Financial Data Schedule.


                                     -21-

<PAGE>


               (b)     Reports on Form 8-K:

                       The Company filed the following reports on Form 8-K (i)
                       during the three months ended June 30, 1997 and/or (ii)
                       since July 1, 1997 through the date hereof:

<TABLE>
<CAPTION>
                        Date of Filing           Items Reported          Subject of Report

                        --------------           --------------          -----------------
<S>                                              <C>                     <C>
                        July 18, 1997                     2,7            Announcing the completion of the
                                                                         acquisition of all of the outstanding
                                                                         capital stock of Bauer Audio Visual,
                                                                         Inc.
</TABLE>


                                     -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: August 12, 1997                       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

    2.1     Agreement of Purchase and Sale of Stock, dated May
            29, 1997, by and among Caribiner International, Inc.
            (the "Company"), Bauer Audio Visual, Inc. and each of
            the Stockholders listed on Schedule A thereto
            (schedules omitted -- the Company agrees to furnish a
            copy of any Schedule to the Commission upon request)
            (filed as Exhibit 2.1 to the Company's Current Report
            on Form 8-K filed with the Commission on July 18,
            1997 and incorporated herein by reference).

    3.1     Restated Certificate of Incorporation (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     Second Amended and Restated By-Laws (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).

   11.1     Computation of Earnings Per Common Share for the
            three months ended June 30, 1996 and 1997.

   11.2     Computation of Earnings Per Common Share for the nine
            months ended June 30, 1996 and 1997.

   27.1     Financial Data Schedule.

                                     -24-