<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, 1999

                       COMMISSION FILE NUMBER: 1-14234


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


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


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

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

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.

                               Yes /X/   No / /

The registrant had 23,696,732 shares of Common Stock (par value $0.01 per
share) outstanding as of May 7, 1999.


<PAGE>

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

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

                          Consolidated Balance Sheets as of
                          March 31, 1999 and September 30, 1998......................................................... 3

                          Consolidated Statements of Operations for
                          the six months ended March 31, 1999 and 1998.................................................. 4

                          Consolidated Statements of Operations for
                          the three months ended March 31, 1999 and 1998................................................ 5

                          Consolidated Statements of Cash Flows for
                          the six months ended March 31, 1999 and 1998.................................................. 6

                          Consolidated Statement of Changes in Stockholders' Equity for the six months
                          ended March 31, 1999 and 1998................................................................. 7

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

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

PART II.   Other Information

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

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

           Item 4.        Submission of Matters to a Vote of Security Holders.......................................... 14

           Item 6.        Exhibits and Reports on Form 8-K............................................................. 15

SIGNATURES............................................................................................................. 17
</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 March 31, 1999, and the related consolidated
statements of operations for the three and six months ended March 31, 1999 and
1998, the consolidated statement of changes in stockholders' equity for the
six months ended March 31, 1999 and 1998 and the consolidated statements of
cash flows for the six months ended March 31, 1999 and 1998. These financial
statements are the responsibility of the Company's management.

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

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

We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of Caribiner International, Inc. as
of September 30, 1998, and the related consolidated statements of operations,
stockholders' equity, and cash flows for the year then ended, not presented
herein, and in our report dated December 18, 1998, we expressed an unqualified
opinion on those consolidated financial statements. In our opinion, the
information set forth in the accompanying consolidated balance sheet as of
September 30, 1998, is fairly stated, in all material respects, in relation to
the consolidated balance sheet from which it has been derived.

                                       /s/ Ernst & Young LLP

New York, New York
May 11, 1999

                                     - 2 -
<PAGE>
                         Caribiner International, Inc.
                          Consolidated Balance Sheets

<TABLE>
<CAPTION>                                                                          
                                                                                 March 31,                 September 30,
ASSETS                                                                             1999                        1998
                                                                                (unaudited)                  (audited)

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

Cash and cash equivalents                                                       $    8,718                   $    15,117
Trade accounts receivable - net of allowance for doubtful
      accounts of $3,157 and $2,150 at March 31, 1999 and
      September 30, 1998, respectively                                             131,158                       124,936
Deferred charges                                                                    18,219                        12,923
Prepaid expenses and other current assets                                           13,233                        11,610
                                                                                ----------                   -----------

      Total Current Assets                                                         171,328                       164,586

Property and equipment - net                                                       110,448                        98,070
Goodwill - net                                                                     421,279                       419,581
Taxes receivable                                                                     6,455                         4,479
Deferred tax asset                                                                     756                           362
Other assets                                                                        15,932                        10,871
                                                                                ----------                   -----------

      TOTAL ASSETS                                                              $  726,198                   $   697,949
                                                                                ==========                   ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:

Current portion of long-term debt                                               $      382                   $     1,000
Trade accounts payable                                                              37,723                        23,739
Accrued expenses and other current liabilities                                      32,891                        42,294
Accrued production costs                                                            18,685                        25,331
Deferred income                                                                     20,334                        18,093
                                                                                ----------                   -----------

      Total Current Liabilities                                                    110,015                       110,457

Long-term debt                                                                     422,121                       396,240
Deferred income                                                                      8,796                         8,409
Other liabilities                                                                   13,501                         7,068
                                                                                ----------                   -----------

      TOTAL LIABILITIES                                                            554,433                       522,174

Stockholders' Equity:

Preferred stock, $0.01 par value:
      2,000 shares authorized, none issued and outstanding at
      March 31, 1999 and September 30, 1998, respectively                               --                            --
Common stock, $0.01 par value:
      40,000 voting shares authorized, 23,694 and 23,689 shares issued and
      outstanding at March 31, 1999 and September
      30, 1998, respectively                                                           236                           236
Additional paid-in capital                                                         167,664                       167,608
Accumulated other comprehensive income                                              (5,433)                       (3,714)
Retained earnings                                                                    9,298                        11,645
                                                                                ----------                   -----------

      TOTAL STOCKHOLDERS' EQUITY                                                   171,765                       175,775
                                                                                ----------                   -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                      $  726,198                   $   697,949
                                                                                ==========                   ===========
</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,
                                                                                   1999                          1998
                                                                                   ----                          ----

                                                                                           (amounts in thousands)
<S>                                                                             <C>                          <C>
Service revenue                                                                 $  139,579                   $   119,119
Rental revenue                                                                     238,120                       195,409
Intercompany eliminations                                                          (14,020)                       (4,701)
                                                                                ----------                   ------------

Total revenue                                                                      363,679                       309,827

Cost of service revenue                                                             94,858                        79,615
Cost of rental revenue                                                             185,341                       142,344
Intercompany eliminations                                                          (14,020)                       (4,701)
                                                                                ----------                   -----------

Total cost of revenue                                                              266,179                       217,258
                                                                                ----------                   -----------

Gross profit                                                                        97,500                        92,569

Operating expenses:

      Selling, general and administrative expenses                                  71,317                        63,991
      Restructuring charge                                                              --                         3,828
      Depreciation and amortization                                                 13,988                         9,048
                                                                                ----------                   -----------

Total operating expenses                                                            85,305                        76,867

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

Operating income                                                                    12,195                        16,390

Interest expense, net                                                               16,108                         9,904
                                                                                ----------                   -----------

(Loss) income before taxes and extraordinary charge                                 (3,913)                        6,486

(Benefit) provision for taxes                                                       (1,566)                        2,594
                                                                                ----------                   -----------

(Loss) income before extraordinary charge                                           (2,347)                        3,892

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

Net (loss) income                                                               $   (2,347)                  $     3,287
                                                                                ==========                   ===========

Basic and diluted earnings (loss) per common share:

(Loss) income before extraordinary charge                                       $    (0.10)                  $      0.17

Extraordinary charge                                                                    --                         (0.03)
                                                                                ----------                   -----------

Net (loss) income per common share                                              $    (0.10)                  $      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,
                                                                                    1999                          1998
                                                                                    ----                          ----

                                                                                         (amounts in thousands)
<S>                                                                             <C>                          <C>  
Service revenue                                                                 $   86,374                   $    62,941
Rental revenue                                                                     126,405                       126,967
Intercompany eliminations                                                           (9,083)                       (2,530)
                                                                                ----------                   -----------

Total revenue                                                                      203,696                       187,378

Cost of service revenue                                                             59,415                        41,741
Cost of rental revenue                                                              96,581                        91,348
Intercompany eliminations                                                           (9,083)                       (2,530)
                                                                                ----------                   -----------

Total cost of revenue                                                              146,913                       130,559
                                                                                ----------                   -----------

Gross profit                                                                        56,783                        56,819

Operating expenses:

      Selling, general and administrative expenses                                  35,224                        34,318
      Restructuring charge                                                              --                         3,828
      Depreciation and amortization                                                  6,832                         5,417
                                                                                ----------                   -----------

Total operating expenses                                                            42,056                        43,563
                                                                                ----------                   -----------

Operating income                                                                    14,727                        13,256

Interest expense, net                                                                8,581                         6,981
                                                                                ----------                   -----------

Income before taxes                                                                  6,146                         6,275

Provision for taxes                                                                  2,458                         2,510
                                                                                ----------                   -----------

Net income                                                                      $    3,688                   $     3,765
                                                                                ==========                   ===========


Basic and diluted earnings per common share:                                    $     0.16                   $      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,
                                                                                    1999                       1998
                                                                                  ---------                 ------------
                                                                                          (amounts in thousands)

<S>                                                                                <C>                       <C> 
Cash flows from operating activities:
       Net (loss) income                                                           $(2,347)                  $     3,287

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

              Depreciation and amortization                                         21,333                        16,949
              Extraordinary charge (net of tax) for refinancing debt                    --                           605
              Restructuring charge, net of cash payments                                --                         2,615

       Change in assets and liabilities, net of amounts acquired:

              Increase in trade accounts receivable                                 (6,222)                      (13,096)
              Increase in deferred charges                                          (5,296)                       (7,210)
              Increase in prepaid expenses and
                    other current assets                                            (2,250)                       (6,734)
              Increase in other assets                                              (4,356)                       (6,502)
              Increase (decrease) in trade accounts payable                          9,310                        (6,502)
              Increase in deferred income                                            2,628                        14,009
              (Decrease) increase in accrued expenses and
                    other liabilities                                              (14,324)                        5,485
              Decrease in taxes payable                                             (2,320)                           --
                                                                                ----------                   -----------
       Net cash (used in) provided by operating activities                          (3,844)                        2,906
                                                                                ----------                   -----------

Cash flow used in investing activities:

              Purchase of property and equipment                                   (21,521)                      (25,714)
              Acquisition of intangibles and businesses, net of
                    cash acquired                                                   (5,571)                     (291,758)
                                                                                ----------                   -----------

       Net cash used in investing activities                                       (27,092)                     (317,472)
                                                                                ----------                   -----------

Cash flow provided by financing activities:

              Proceeds from exercise of stock options                                   --                           459
              Repayments of long-term debt                                         (78,797)                     (285,243)
              Proceeds from long-term debt                                         104,450                       600,002
              Payment of debt issuance fees                                         (1,231)                           --
                                                                                ----------                   -----------
       Net cash provided by financing activities                                    24,422                       315,218
                                                                                ----------                   -----------

Translation effect on cash and cash equivalents                                        115                           367

Net (decrease) increase in cash                                                     (6,399)                        1,019
Cash, beginning of period                                                           15,117                        10,253
                                                                                ----------                   -----------

Cash, end of period                                                             $    8,718                   $    11,272
                                                                                ==========                   ===========

Supplemental disclosure of cash flow information:

                    Interest paid                                               $   17,320                   $     7,000
                                                                                ==========                   ===========

                    Income taxes paid                                           $      270                   $     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, 1999 and 1998
                                (unaudited)
                           (amounts in thousands)

<TABLE>
<CAPTION>
                                                                                                 Accumulated
                                                                      Additional                    Other            Total
                                                   Common Stock         Paid-in     Retained    Comprehensive     Stockholders'
                                                 Shares     Amount      Capital     Earnings        Income           Equity
                                                 ------     ------      -------     --------        ------           ------
<S>                                              <C>        <C>        <C>          <C>            <C>             <C>
For the six months ended March 31, 1999:

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

Net (loss)                                             -          -              -     (2,347)           -            (2,347)

Foreign currency translation adjustment                -          -              -          -       (1,719)           (1,719)
                                                                                                                   ---------

Other comprehensive (loss)                             -          -              -          -            -            (4,066)
                                                                                                                   ---------

Issuance of common stock                               5          *             56          -            -                56
                                                  ------      -----     ----------   --------      -------         ---------

Balance at March 31, 1999                         23,694      $ 236     $  167,664   $  9,298      $(5,433)        $ 171,765
                                                  ======      =====     ==========   ========      =======         =========


For the six months ended March 31, 1998:

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

Net income                                             -          -              -      3,287            -             3,287

Foreign currency translation adjustment                -          -              -          -         (179)             (179)
                                                                                                                   ---------

Other comprehensive income                             -          -              -          -            -             3,108
                                                                                                                   ---------

Issuance of common stock                             174          2          6,308          -            -             6,310
                                                  ------      -----     ----------   --------      -------         ---------

Balance at March 31, 1998                         23,591      $ 236     $  166,182   $ 14,602      $  (168)        $ 180,852
                                                  ======      =====     ==========   ========      =======         =========

</TABLE>

*Amount less than $1 thousand

See accompanying notes to the unaudited consolidated financial statements.

                                     - 7 -
<PAGE>

                         Caribiner International, Inc.

                  Notes To Consolidated Financial Statements
                                  (Unaudited)

1.      Interim Financial Information

        The accompanying unaudited consolidated financial statements of
        Caribiner International, Inc. (the "Company") have been prepared in
        accordance with generally accepted accounting principles for interim
        financial information and the instructions to Form 10-Q and Article 10
        of Regulation S-X. Accordingly, they do not include all of the
        information and footnotes required by generally accepted accounting
        principles for complete financial statements. In the opinion of
        management, the consolidated financial statements contain all
        adjustments, consisting of normal recurring adjustments, considered
        necessary to present fairly the consolidated financial position,
        results of operations and cash flows of the Company. The results of
        operations for the three and six months ended March 31, 1999 are not
        necessarily indicative of the results of operations that may be
        expected for any other interim periods or for the fiscal year ending
        September 30, 1999.

        The balance sheet at September 30, 1998 has been derived from the
        Company's audited financial statements at that date, but does not
        include all of the information and footnotes required by generally
        accepted accounting principles for complete financial statements.

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

        Certain reclassifications have been made to the consolidated statement
        of operations for the three and six months ended March 31, 1998 and
        the balance sheet at September 30, 1998 to conform to the current
        period's presentation.

2.      Business Acquisitions/Dispositions

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

        In December, 1998, the Company announced that it intends to dispose of
        certain non-core assets. The Company expects to use the net proceeds
        from any such sales to repay bank debt. The Company does not expect to
        incur any significant gain or loss on such transactions.

3.      Debt

        Due to delays in the sale of certain non-core assets and subject to
        future operating results, the Company may be unable to comply with
        certain covenants under its senior secured credit agreement, which
        become more restrictive as of June 30, 1999, the end of the Company's
        third fiscal quarter. Management will be discussing appropriate waivers
        or amendments to such credit agreement with its bankers to remain in
        compliance for the balance of the fiscal year. Failure to remain in
        compliance could result in the debt being classified as a current
        liability. Management believes that any necessary amendments to the
        covenants can be negotiated. However, there can be no assurance that
        such amendments or waivers will be obtained. In addition, the Company
        has engaged Salomon Smith Barney as its financial advisor to assist in
        assessing strategic alternatives.

4.      Stock Option Re-Pricing

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

                                    - 8 -
<PAGE>

5.      Earnings Per Common Share

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

<TABLE>
<CAPTION>
                                                     Three Months Ended March 31,               Six Months Ended March 31,
                                                      1999                 1998                 1999                 1998
<S>                                                  <C>                   <C>                  <C>                  <C>
Weighted average number of common
shares outstanding                                    23,694               23,544               23,694               23,508
Effect of stock options                                   82                  157                   --                  178
                                                      ------               ------               ------               ------

Weighted average number of common
shares outstanding, including
effect of dilutive securities                         23,776               23,701               23,694               23,686
                                                      ======               ======               ======               ======
</TABLE>

                                    - 9 -
<PAGE>

                         Caribiner International, Inc.

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


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

Results of Operations

Six months Ended March 31, 1999 Compared to Six months Ended March 31, 1998

Revenue. Revenue increased $53.9 million, or 17.4%, from $309.8 million in the
six months ended March 31, 1998 to $363.7 million in the six months ended
March 31, 1999. The increase in total revenue was in part attributable to the
Company's audio visual services businesses, as a result of the acquisition of
Visual Action Holdings plc ("Visual Action"), in December, 1997. Service
revenue increased $20.5 million, or 17.2%, in the six months ended March 31,
1999 from $119.1 million in the six months ended March 31, 1998 due to
increased business activity, particularly in the United Kingdom.

Gross profit. Total gross profit increased $4.9 million, or 5.3%, from $92.6
million in the six months ended March 31, 1998 to $97.5 million in the
comparable period of 1999. As a percentage of service revenue, the gross
profit margin decreased from 33.2% in the six months ended March 31, 1998 to
32.0% in the six months ended March 31, 1999. The decreased gross profit
margin was due to the specific production requirements of the contracts
completed during the period, as well as to the impact of lower margins achieved
on the increased sales volume in 1999 from the United Kingdom market. Gross 
profit as a percentage of rental revenue decreased to 22.2% in the six months
ended March 31, 1999 from 27.2% in the prior year's comparable period due to
higher payments made to participating hotels based on commission rate increases,
as well as increased costs relating to the rental of audio visual equipment used
in operations. Gross profit on rental revenue for the six months ended March 31,
1998 and 1999 was reduced by $7.9 million and $7.3 million, respectively, of
depreciation expense related to rental equipment used in the audio visual
services businesses. Such depreciation expense is included in cost of rental
revenue.

Selling, general and administrative expenses. Selling, general and
administrative expenses increased $7.3 million, or 11.4%, from $64.0 million
in the six months ended March 31, 1998 to $71.3 million in the six months
ended March 31, 1999. The increase was due primarily to the Company's growth
resulting from the acquisition of Visual Action, as well as to normal
inflationary increases and expenses relating to the restructuring of the audio
visual businesses. During the fiscal quarter ended March 31, 1999, the Company
recorded additional charges approximating $1.7 million, including an increase in
the allowance for doubtful accounts, associated with the Company's consolidation
of audio visual outsourcing operations in Chicago. In addition, in connection
with such consolidation, and as part of the Company's periodic review of the
purchase accounting accruals, approximately $1.7 million of aggregate
liabilities established in connection with certain acquisitions completed in
fiscal 1996 and 1997 were identified as excess and reversed. Selling, general
and administrative expenses, as a percentage of total revenue, decreased from
20.7% during the six months ended March 31, 1998 to 19.6% in the six months
ended March 31, 1999 due to the continuing impact of the Company's cost
containment efforts.

Restructuring Charge. During the six months ended March 31, 1998, the Company
recorded a pre-tax restructuring charge of $3.8 million in connection with the
integration of various acquisitions, primarily in the audio visual services
businesses. The charge included $2.8 million related to employee termination
and severance costs associated with a reduction in the workforce, and $1.0 
million related to lease termination costs and the write off of leasehold 
improvements of vacated facilities.

Depreciation and amortization. Depreciation and amortization expense for the
six months ended March 31, 1999 was $14.0 million, an increase of $4.9 million
from the corresponding period in the prior year. Property and equipment
acquired through acquisitions and the continued investment in information
technology resulted in increased depreciation expense of $3.3 million.
Amortization expense increased $1.6 million resulting primarily from increased
goodwill.

Equity in Income of Affiliated Company. In November, 1998, the Company
acquired a minority interest in Visual Action through open market purchases
resulting in the equity in income reflected for the six months ended March 31,
1998. The Company began consolidating the financial results of Visual Action
as of December 1, 1997.

Interest expense, net. Interest expense, net increased by $6.2 million due to
higher average outstanding indebtedness previously incurred to finance
acquisitions as well as higher borrowing costs.

Provision for taxes. Taxes reflect an allocation based on the full year
anticipated effective tax rate. The provision for taxes as a percentage of
income before taxes was 40% for the six months ended March 31, 1998 and 1999.

Extraordinary Charge on Early Extinguishment of Debt. In connection with the
acquisition of Visual Action, the Company entered into a new credit facility
in October, 1997. As a result, during the six months ended March 31, 1998, the
Company wrote off approximately $0.6 million (net of taxes of $0.4 million) of
the remaining unamortized debt issuance costs related to its former bank
facilities.

                                    - 10 -
<PAGE>

Net income (loss). The Company realized a net loss of $2.3 million in the six
months ended March 31, 1999 compared to a net income of $3.3 million in the
six months ended March 31, 1998. The basic and diluted loss per common share
for the six months ended March 31, 1999 was $0.10 as compared with earnings
per common share of $0.14 for the comparable period in fiscal 1998. Earnings
per common share before the extraordinary charge would have been $0.17 for the
six months ended March 31, 1998.


Three months Ended March 31, 1999 Compared to Three months Ended March 31, 1998

Revenue. Revenue increased $16.3 million, or 8.7%, from $187.4 million in the
three months ended March 31, 1998 to $203.7 million in the three months ended
March 31, 1999 primarily due to organic growth. Service revenue from the
Company's Communications division increased approximately $23.4 million, or
37.2%, mainly in the United Kingdom and domestic markets. Rental revenue of
$126.4 million for the three months ended March 31, 1999 was comparable with the
rental revenue reported for the three months ended March 31, 1998, after giving
effect to $4.9 million of revenue generated by the Company's U.K.-based Blitz
Communications staging division during the three months ended March 31, 1998.
Such division was sold as of April, 1998.

Gross profit. Total gross profit was $56.8 million in the three months ended
March 31, 1998 and 1999. Gross profit of $2.4 million contributed by the
Company's Blitz Communications division, sold as of April, 1998, was offset by
gross margin achieved on increased revenue. As a percentage of service revenue,
the gross profit margin decreased from 33.7% in the three months ended March 31,
1998 to 31.2% in the three months ended March 31, 1999 as the increased revenue
from operations in the United Kingdom generated lower margins, in addition to
the specific production requirements of the contracts completed during the
period. Gross profit as a percentage of rental revenue decreased to 23.6% for
the three months ended March 31, 1999 from 28.1% reported for the prior year's
comparable quarter. The decrease in the gross margin of the audio visual
services group is attributable to higher payments made to participating hotels
based on commission rate increases. Increases in audio visual  equipment rental
costs also impacted the gross margin. Gross profit on rental revenue for the
three months ended March 31, 1998 and 1999 was reduced by $5.5 million and $3.7
million, respectively, of depreciation expense related to rental equipment used
in the audio visual services businesses. Such depreciation expense is included
in cost of rental revenue.

Selling, general and administrative expenses. Selling, general and
administrative expenses increased $0.9 million, or 2.6%, from $34.3 million in
the three months ended March 31, 1998 to $35.2 million in the three months
ended March 31, 1999. The increase was due primarily to the Company's growth
resulting from the acquisition of Visual Action, as well as to normal
inflationary increases and expenses relating to the restructuring of the
audio visual businesses. During the fiscal quarter ended March 31, 1999, the
Company recorded additional charges approximating $1.7 million, including an
increase in the allowance for doubtful accounts, associated with the
Company's consolidation of audio visual outsourcing operations in Chicago. In
addition, in connection with such consolidation, and as part of the Company's
periodic review of the purchase accounting accruals, approximately $1.7 million
of aggregate liabilities established in connection with certain acquisitions
completed in fiscal 1996 and 1997 were identified as excess and reversed. 
Selling, general and administrative expenses, as a percentage of total revenue,
decreased from 18.3% during the three months ended March 31, 1998 to 17.3% in
the three months ended March 31, 1999.

Restructuring Charge. During the three months ended March 31, 1998, the
Company recorded a pre-tax restructuring charge of $3.8 million in connection
with the integration of various acquisitions, primarily in the audio visual
services businesses. The charge included $2.8 million related to employee
termination and severance costs associated with a reduction in the workforce,
and $1.0 million related to lease termination costs and the write off of 
leasehold improvements of vacated facilities.

Depreciation and amortization. Depreciation and amortization expense for the
three months ended March 31, 1999 was $6.8 million, an increase of $1.4
million from the corresponding period in the prior year. The impact of owning
property and equipment acquired through acquisitions for the whole period and
the continued investment in information technology resulted in increased
depreciation expense of $1.2 million. Amortization expense increased $0.2
million resulting primarily from increased goodwill.

Interest expense, net. Interest expense, net increased by $1.6 million due to
higher average outstanding indebtedness previously incurred to finance
acquisitions as well as higher borrowing costs.

Provision for taxes. Taxes reflect an allocation based on the full year
anticipated effective tax rate. The provision for taxes as a percentage of
income before taxes was 40% for the three months ended March 31, 1999 and
1998.

Net income. Net income was $3.7 million in the three months ended March 31,
1999 compared to net income of $3.8 million in the three months ended March
31, 1998. Basic and diluted earnings per common share was $0.16 for the three
months ended March 31, 1999 and 1998. Earnings per common share before the
pre-tax restructuring charge would have been $0.26 for the three months ended
March 31, 1998.

                                    - 11 -
<PAGE>

Liquidity and Capital Resources

On October 28, 1997, the Company entered into a loan agreement with a
syndicate of banks pursuant to which the Company increased its aggregate
available bank financing from $100 million to $550 million, consisting of a
$300 million six year revolving line of credit (the "Revolving Facility") to
be utilized in connection with future acquisitions and for working capital and
general corporate purposes and a $250 million six year term loan (the "Term
Facility" and together with the Revolving Facility, the "Credit Agreement") 
which was utilized in connection with the acquisition of Visual Action. The
Company recognized an extraordinary loss of $0.6 million, net of taxes of $0.4
million, in the quarter ended December 31, 1997 resulting from the write-off of
the unamortized debt issuance fees relating to the Company's former bank
facilities. The Company incurred approximately $4.8 million of debt issuance
fees in connection with the Credit Agreement. Such fees are being amortized over
the term of the Credit Agreement, which is approximately six years.

In May, 1998, the Company repaid approximately $26 million under the Term
Facility thereby permanently reducing availability thereunder by such amount.
In December, 1998, the terms of the Revolving Facility were amended to reduce
the aggregate availability thereunder from $300 million to $250 million, to
amend certain financial covenants contained therein and to increase the
interest rate on amounts outstanding under the Credit Agreement. Fees of
approximately $1.2 million were incurred in connection with the amendments
made to the Credit Agreement in December, 1998. Such fees will be amortized
over the remaining term of the Credit Agreement. As of May 7, 1999, the
Company had approximately $419.5 million outstanding under the Credit
Agreement. Cash on hand as of such date was $4.0 million.

The maturity date of each of the Term Facility and the Revolving Facility is
September 30, 2003. Interest on outstanding amounts under the Credit Agreement
is payable quarterly in arrears and at the option of the Company accrues at
either (i) LIBOR plus an applicable margin or (ii) an alternate base rate
based upon the greatest of (a) the agent bank's prime rate, (b) the
three-month secondary certificate of deposit rate and (c) the federal funds
rate. The interest rate on the Credit Agreement is presently LIBOR plus 2.75%.

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

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

Due to delays in the sale of certain non-core assets and subject to future
operating results, the Company may be unable to comply with certain Credit
Agreement covenants which become more restrictive as of June 30, 1999, the end
of the Company's third fiscal quarter. Management will be discussing appropriate
waivers or amendments to the Credit Agreement with its bankers to remain in
compliance for the balance of the fiscal year. Failure to remain in compliance
could result in the debt being classified as a current liability. Management
believes that any necessary amendments to the covenants can be negotiated.
However, there can be no assurance that such amendments or waivers will be
obtained. In addition, the Company has engaged Salomon Smith Barney as its
financial advisor to assist in assessing strategic alternatives.

The following table sets forth certain information from the Company's
Consolidated Statement of Cash Flows for the six months ended March 31, 1999
and 1998:

                                              Six months Ended March 31,
                                             1999                       1998

Net cash provided by (used in):

       Operating activities               $   (3,844)               $     2,906
       Investing activities                  (27,092)                  (317,472)
       Financing activities                   24,422                    315,218

                                    - 12 -
<PAGE>

For the six months ended March 31, 1999, $3.8 million was used in operating
activities. The net loss adjusted for depreciation and amortization provided
$19.0 million. The net change in working capital used $22.8 million, with
decreases in accrued expenses and other liabilities and taxes payable, an
increase in accounts receivable, deferred charges, prepaid expenses and other
assets, offset by increases in accounts payable and deferred income. Cash used
in investing activities was $27.1 million due to property and equipment
purchases and acquisition-related expenditures. Financing activities provided
$24.4 million, of which was $104.5 million was drawn under the Company's
Credit Agreement, offset by debt repayments of $78.8 million. In addition,
debt issuance fees of $1.2 million were paid in connection with the amendments
made to the Credit Agreement in December, 1998.

For the 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 provide $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.

Capital expenditures were $21.5 million and $25.7 million during the six
months ended March 31, 1999 and 1998, respectively. 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. During the six months ended March 31, 1999, the purchase of audio
visual equipment used in operations comprised the major portion of capital
expenditures.

YEAR 2000 COMPLIANCE

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

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

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

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

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

                                    - 13 -
<PAGE>

                                    PART II

OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

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

ITEM 2.  CHANGES IN SECURITIES

(a)  Not Applicable

(b)  Not Applicable

(c)  The Company issued and sold the following unregistered securities during
the three months ended March 31, 1999:

     In March, 1999, the Company issued to C. Anthony Wainwright, a Director
     of the Company, 1,688 shares of Common Stock at a price per share of
     $7.40625 pursuant to the Company's Non-Employee Directors' Stock Plan
     (the "Plan"). Pursuant to the Plan, the number of shares of Common
     Stock issued was determined by dividing $12,500 by $7.40625 (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)).

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

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

(d)  Not applicable.

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

(a)  Annual Meeting of Stockholders
     Date held:  March 16, 1999

(b)  Directors elected:

     Errol M. Cook
     Raymond S. Ingleby
     Bryan D. Langton
     Sidney Lapidus
     David E. Libowitz
     Christopher A. Sinclair
     C. Anthony Wainwright

                                    - 14 -
<PAGE>

(c)  Matters Voted Upon:

       1. Election of Directors

          Nominee                                Votes For        Votes Withheld
          -------                                ---------        --------------

          Errol M. Cook                         21,306,579             501,551
          Raymond S. Ingleby                    21,302,679             505,451
          Bryan D. Langton                      21,305,639             502,491
          Sidney Lapidus                        21,306,839             501,291
          David E. Libowitz                     21,306,939             501,191
          Christopher A. Sinclair               21,307,189             500,941
          C. Anthony Wainwright                 21,305,779             502,351

       2. Amendment to the Company's 1996 Stock Option Plan to (i) Increase
       Number of Shares of Common Stock Available for Grant from 1,928,000
       Shares to 2,500,000 Shares and to Increase the Number of Awards that an
       Employee Receive in any Fiscal Year from 200,000 to 750,000

          Votes for:                            17,935,395
          Votes against:                         3,842,920
          Votes abstaining:                         29,815
          Broker non-votes:                              0

       3. Ratification and approval of the grant to Christopher A. Sinclair of
       options to purchase an aggregate of 600,000 shares of the Company's
       Common Stock

          Votes for:                            17,906,604
          Votes against:                         3,369,701
          Votes abstaining:                        531,825
          Broker non-votes:                              0

       4. Approval and Ratification of Appointment of Ernst & Young LLP as 
       Independent Auditors for the Fiscal Year Ending September 30, 1999

          Votes for:                            21,759,487
          Votes against:                            32,093
          Votes abstaining:                         16,550

ITEM 6.                 EXHIBITS AND REPORTS ON FORM 8-K

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

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

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

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

                                    - 15 -
<PAGE>

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

             27.1        Financial Data Schedule.


(b) Reports on Form 8-K:

       None.





                                    - 16 -


<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, 1999

                                       By: /s/ Robert F. Burlinson
                                       ---------------------------

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




                                    - 17 -
<PAGE>

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>

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

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

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

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

27.1      Financial Data Schedule.

</TABLE>

                                    - 18 -