<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-K

[X]   Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
      Act of 1934 for the fiscal year ended December 31, 2001
                                       or

[ ]   Transition report pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934 for the transition period from __________ to
      __________.

                        Commission file number: 01-14213

                                 INTERCEPT, INC.
             (Exact name of registrant as specified in its charter)

             Georgia                                   58-2237359
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
 incorporation or organization)

  3150 Holcomb Bridge Road, Suite 200, Norcross, Georgia             30071
    (Address of principal executive offices)                      (Zip Code)

Registrant's telephone number, including area code:           (770) 248-9600

Securities registered pursuant to Section 12(b) of the Act:          None

Securities registered pursuant to Section 12(g) of the Act:

                           Common stock, no par value
                                (Title of class)

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 [ ]

Indicate by check mark if disclosure of delinquent filers in response to Item
405 of Regulation S-K is not contained herein, and will not be contained to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

As of March 15, 2002, 18,152,006 shares of the registrant's common stock were
outstanding. The aggregate market value of the common stock held by
non-affiliates of the registrant was $607,796,634 (based upon the closing sale
price of the registrant's common stock as reported by the Nasdaq National Market
on that date).

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the proxy statement for the registrant's 2002 annual meeting of
shareholders to be held on May 15, 2002 are incorporated by reference in Part
III of this Form 10-K where indicated.

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                                TABLE OF CONTENTS

                                                                            Page

                                     Part I

Item 1.  Business ........................................................    1

Item 2.  Properties ......................................................   14

Item 3.  Legal Proceedings ...............................................   15

Item 4.  Submission of Matters to a Vote of Security Holders .............   15

                                     Part II

Item 5.  Market for Registrant's Common Equity and Related Shareholder
         Matters .........................................................   16

Item 6.  Selected Financial Data .........................................   17

Item 7.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations ...........................................   24

Item 7A. Quantitative and Qualitative Disclosures About Market Risk ......   46

Item 8.  Financial Statements and Supplementary Data .....................   46

Item 9.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure ............................................   46

                                    Part III

Item 10. Directors and Executive Officers of the Registrant ..............   47

Item 11. Executive Compensation ..........................................   47

Item 12. Security Ownership of Certain Beneficial Owners and Management ..   47

Item 13. Certain Relationships and Related Transactions ..................   47

                                     Part IV

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K..   48

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                                     PART I

ITEM 1.  BUSINESS.

Special Note Regarding Forward-Looking Statements

         We make forward-looking statements in this annual report. These
statements are subject to risks and uncertainties, and we cannot assure you that
they will prove to be correct. Forward-looking statements include assumptions as
to how we may perform in the future. When we use words like "believe," "expect,"
"anticipate," "predict," "project," "potential," "seek," "continue," "will,"
"may," "could," "intend," "plan," "pro forma," "estimate," "goal," "strive" and
similar expressions, we are making forward-looking statements. Forward-looking
statements in this annual report include statements regarding the following:

      o  our business strategies and goals;

      o  our future sources of revenues and potential for growth and
         profitability;

      o  expansion and enhancement of our technologies, networks, products and
         services;

      o  the financial impact of our relationship with Netzee;

      o  other factors concerning our relationship with Netzee;

      o  trends in activities and industry conditions;

      o  development and expansion of our sales and marketing efforts;

      o  our ability to integrate our previous and future acquisitions;

      o  our ability to close our pending acquisitions; and

      o  other statements that are not of historical fact made throughout this
         annual report, particularly in this Item 1, Business and in Item 7,
         Management's Discussion and Analysis of Financial Condition and Results
         of Operations.

We believe that the expectations reflected in our forward-looking statements are
reasonable, but we cannot be sure that we will actually achieve these
expectations. Projections or estimates of our future performance are necessarily
subject to a high degree of uncertainty and may vary materially from actual
results. In evaluating forward-looking statements and pro forma information, you
should carefully consider various factors, including the risks outlined in Item
7, Management's Discussion and Analysis of Financial Condition and Results of
Operations - Disclosure Regarding Forward-Looking Statements. These factors may
cause our actual results to differ materially from any forward-looking
statements. We undertake no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.

Overview

         We are a leading provider of banking technology products and services
for community financial institutions. Our comprehensive suite of products and
services allows us to act as a single-source provider for the technology and
operating needs of community financial institutions. Our range of products and
services includes core data processing, check processing and imaging, electronic
funds transfer (EFT), data communications management and related products and
services. These products and services work together

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to help community financial institutions manage back-office and customer
activities, create operating efficiencies and provide better customer service,
which enables them to compete more effectively with larger financial
institutions. Most of our customers outsource their processing activities to our
data centers located across the United States, while others install our systems
in-house and perform the processing functions themselves.

2001 Highlights

         In January 2001, we completed the largest acquisition in our history
when we acquired some of the assets of SLMsoft.com, Inc. (Canada) and
SLMsoft.com Inc. (Kansas), related providers of data processing services. As
part of this transaction, we acquired their U.S. core data processing, check
imaging and item processing operations, enabling us to add over 10 additional
facilities. As a result of this acquisition, we were able to consolidate our
facilities in Houston, Texas.

         In Feburary 2001, we acquired certain assets and liabilities of DPSC
Software, Inc. a division of Netzee, Inc. DPSC is a California-based provider of
asset/liability and regulatory reporting software, including CallReporter, the
nation's leading software used by banks to prepare the periodic call report
forms mandated by the Federal Financial Institutions Examination Council. DPSC
also provides other software programs that help banks analyze their interest
rate risk profile, prepare holding company reports, and manage their budgeting
and financial management reporting.

         Two transactions during 2001 enabled us to increase our market share in
the mid-west part of the United States. In March 2001, we acquired C-TEQ, Inc.,
a provider of core data processing and check imaging services in Oklahoma and
Texas. In June 2001, we acquired the community bank core data processing assets
of First Integrated Systems, a division of First National Bank of Omaha, and
entered into a joint marketing agreement with First National.

         In September, 2001 we announced the opening of an item and image
processing center in Seattle, Washington. This center will allow us to promote
our full offering of technology solutions to community financial institutions in
Washington.

         In October 2001, we acquired substantially all of the assets of Holmes
and Shaw, Inc. and Superior Forms, Ltd. (together, "HSI"), a full service
provider of computer output solutions including data processing, laser document
printing, and automated mailing services. We believe that the acquisition of HSI
will enable us to provide more efficient statement printing and mailing services
to new customers as well as to our current financial institution customers.

Pending Acquisitions

     iBill

         On March 19, 2002, we signed an agreement to acquire substantially all
of the assets and assume substantially all of the liabilities of Internet
Billing Company, Ltd. and certain of its affiliate entities, or "iBill." iBill
provides secure transaction services that enable Web merchants to accept and
process real-time payments for goods and services purchased over the Internet.
iBill also manages back-office functions including reporting, tracking, customer
service and sales transactions. iBill's service is powered by proprietary
technology that integrates online payment processing, fraud control, affiliate
management and financial reporting and tracking.

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         We agreed to pay iBill $112.0 million in cash at closing, plus
additional quarterly earnout payments for a period of six quarters ending
December 31, 2003. The amount of each earnout payment depends on whether the
acquired business achieves certain financial targets. We have an option to buy
out the remaining earnout obligation at any time by paying $8 million per
remaining quarter.

         We are not required to close the iBill acquisition unless we receive
necessary Hart-Scott-Rodino approval. If we terminate the acquisition agreement
for anything other than the failure to obtain that approval or a severe service
outage at iBill, we will be required to pay a termination fee of $5.0 million to
iBill. We will pay the initial $112.0 million portion of the purchase price by
(a) using the remaining proceeds of our 2001 public offering of common stock and
(b) drawing on our $50.0 million credit facility.

     EPX

         On March 19, 2002, we entered into a binding letter agreement to
acquire Electronic Payment Exchange, Inc., or "EPX." EPX is a full-service
electronic payment processing company that specializes in enabling businesses to
accept credit card, debit card and electronic check payments. EPX's system
provides straight-through processing that eliminates a business's need to use a
gateway or invest in front-end technology to process transactions, whether the
transactions take place online, over the telephone or at the point of sale.

         Under the terms of the letter agreement, we agreed to issue 1,377,339
shares of our common stock to EPX's stockholders. We will place 20% of these
shares in escrow for a period of eighteen months to secure EPX's obligation to
indemnify us for breaches of the representations and warranties. Upon
disbursement of the escrow shares, we will issue additional shares of our common
stock to the EPX stockholders if the liabilities of EPX at closing are less than
$12.0 million. Conversely, if EPX's liabilities at closing are greater than $12
million, we will reduce the escrow shares that would be otherwise disbursed to
the EPX stockholders. In connection with the acquisition, we also granted
piggyback registration rights to the EPX stockholders.

         We are required to close the EPX acquisition unless we (a) fail to
obtain necessary approvals, including approvals as may be required by the
Hart-Scott-Rodino Act, by June 30, 2002, or (b) determine that we are not
satisfied with our due diligence investigation by April 23, 2002. If we do not
close the EPX acquisition by April 23, 2002, we will lend EPX $3.0 million
pursuant to a loan secured by EPX's intellectual property, which will bear
interest at the prime rate plus one percent per annum and will be due on
December 31, 2002.

         As a result of our integration of prior acquisitions, we believe that
we have established a model that will enable us to successfully execute our
integration of iBill and EPX. We expect to realize the following benefits from
the acquisitions of iBill and EPX:

o    Ability to Offer End-to-End Transaction Processing Services.  We will offer
     a single-source end-to-end transaction processing solution, eliminating the
     need for businesses to establish multiple relationships

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o    with banks, front-end system providers, gateways, independent sales
     organizations and back-end processing companies.

o    Expansion of Merchant Processing Operations. Currently, our merchant
     processing division provides services to approximately 160 community banks
     with over $1.0 billion in transaction volume. Together, iBill and EPX
     currently process approximately $5.5 billion in annual transaction volume
     for both traditional brick and mortar companies and online merchants.

o    Expansion of Transaction Processing Through Multiple Sales Channels.
     Through an experienced sales force, we will offer our processing services
     through multiple sales channels, including Internet, point of sale, call
     center, mail order and wireless channels.

o    Improved Operating Efficiencies. We also intend to migrate to EPX over time
     a portion of the processing of transactions that we currently broker
     through our existing merchant processing operation. We believe this will
     enhance the margins of our combined business and leverage EPX's capacity to
     handle additional transactions.

         On March 19, 2002, we issued a press release announcing the iBill and
EPX acquisitions and updating our guidance for our financial performance in
2002.

         We expect the acquisitions of iBill and EPX to increase our 2002
estimated revenues by $49 - $52 million, and our 2002 estimated earnings before
income taxes, depreciation and amortization, or "EBITDA," by $9 to 10 million.
After giving effect to purchase accounting adjustments, we expect the
acquisitions of iBill and EPX to increase our 2002 estimated diluted earnings
per share by $.02 - $.03. EBITDA is not a measurement of financial performance
under U.S. generally accepted accounting principles. EBITDA should not be
considered as an alternative to cash flow from operating activities, as a
measure of liquidity or as an alternative to net income as a measure of
operating results in accordance with U.S. GAAP.

Our Market Opportunity

         The financial services industry is currently undergoing a period of
rapid change due to heightened competition and greater demand for new and
convenient technology-based banking services. New competitors such as brokerage
firms, affinity groups and Internet banks are increasingly targeting traditional
financial institutions' most profitable customers. To compete effectively and
meet the demands of their customers, community financial institutions must
continue to offer new services and integrate new technology and functionality
into their operations.

         U.S. banks, including our target market of community financial
institutions, increasingly view technology as critical to retaining and
expanding their customer bases. However, community financial institutions are
often constrained by the design and capacity of their existing systems, limited
in-house technological resources and pressure to control operating costs. As a
result, we believe that community financial institutions will increasingly rely
on third-party providers like us to address their technology needs.

Our Solution

         Our products and services help community financial institutions:

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         Rapidly implement advanced technologies. Community financial
institutions generally lack sufficient capital and human resources to internally
develop and implement advanced technologies. We offer numerous advanced
technology products and services, including core data processing, EFT services,
check imaging software and data communications management, that community
financial institutions need to run their businesses in today's competitive
marketplace. By using our products and services, community financial
institutions can quickly gain access to advanced technologies and services they
might not be able to develop and implement themselves.

         Focus on customer relationships. We believe that community financial
institutions can compete effectively with larger banks and succeed as
independent institutions by remaining focused on serving the communities in
which they operate. Typically, customers of community financial institutions
rely on these financial institutions because of their ability to provide
personalized, relationship-based service and their focus on local community and
business needs. Our products and services enable community financial
institutions to focus on attracting, maintaining and expanding their customer
relationships while satisfying demand for the latest financial products and
services.

         Improve operating efficiencies. By taking advantage of our technology
and operating solutions, our customers can improve their operating efficiencies
without allocating the expenses and resources necessary to develop or maintain
similar systems themselves. Our customers get the benefit of our products and
services without having to maintain personnel to develop, update and run these
systems and without having to make large up-front capital expenditures to
implement these advanced technologies.

         Securely process and transmit large amounts of information. Our data
communications network and management services facilitate the rapid, secure and
reliable transmission and processing of the large amounts of sensitive data that
our customers use in their operations. This network utilizes the fiber optic
networks of some of the largest telecommunications providers, and we link our
network to our customers' operations with high-capacity communications lines.
This ensures that our data communications network will support the rapid
processing and transmission of electronic data required to support our
customers' processing activities.

Our Strategies

         Our goal is to become the leading provider of products and services for
the technology and operating needs of community financial institutions in the
United States by:

         Building and maintaining long-term customer relationships to increase
recurring revenues. We seek to establish and maintain long-term relationships
with our customers and enter into contracts that typically extend for multiple
years. Most of our products and services require the payment of monthly charges,
which allows us to generate recurring revenues. For the year ended December 31,
2001, recurring revenues accounted for approximately 86% of our total revenues.

         Emphasizing direct sales efforts and strategic marketing relationships
to expand our customer base. We plan to expand our customer base and penetrate
new geographic markets by hiring sales personnel who are knowledgeable in
banking technology products and services or have experience working with
community financial institutions. We also intend to continue to leverage our
relationships with banking organizations such as bankers' banks. Bankers' banks
are local or regional business organizations that provide banking products and
services for financial institutions that cannot efficiently offer them due to
cost, location, lack of resources or other circumstances. In addition, bankers'
banks provide financial support to financial institutions and offer advice with
respect to operations, profitability and federal and state regulation. We have
exclusive contractual marketing relationships with eight of the 19 bankers'
banks in the United States regarding some or all of our products and services.
We also have relationships with four additional bankers'

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banks, as well as other banking related organizations, which we leverage in our
sales and marketing efforts. Our relationships with 12 of the 19 bankers' banks
give us access to more than 5,600 financial institutions in the United States.

         We also seek to enter into other strategic partnerships that extend our
customer reach and generate additional revenues. In May 2001, we entered into a
strategic alliance with The BISYS Group, Inc., one of the largest providers of
financial technology services in the United States. Under the agreement, we
serve as BISYS' preferred provider of outsourced check processing and imaging
services to its customers. In addition, in June 2001, we entered into a joint
marketing agreement with First National Bank of Omaha. Through this agreement,
First National will promote our core processing services in Kansas, Colorado,
Nebraska and South Dakota.

         Acquiring businesses with complementary products, services or
relationships to enhance and expand our solutions, increase our market share or
expand our geographic presence. Since our incorporation in 1996, we have grown
in part through selective acquisitions of other businesses and technologies. We
intend to continue to acquire other companies with complementary products,
services or relationships to enhance and expand our offering and increase our
market share. We also plan to continue our expansion nationally through the
acquisition of businesses that operate in geographic areas in which we do not
currently have operations.

         Cross-selling our products and services to our existing customer base
to maximize our revenues. Once customers contract for one or more of our
products or services, we are often able to increase revenues by providing
additional products and services to them.

Our Products and Services

     Core Data Processing

         We provide products and services needed to meet our customers' core
processing requirements, including general ledger, loan and deposit operations,
financial accounting and reporting and customer information file maintenance.
Our products and services provide superior flexibility and improve customer
service throughout the financial institution. Most of our customers outsource
their processing activities to our data centers located across the United
States, while others install our systems in-house and perform the processing
functions themselves.

         Our core data processing services and software and complementary
products include:

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Category                                        Description
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BancPac(TM)                  o  Client-server enterprise software system that
                                consists of a series of integrated software
                                products, with Windows-based, point-and-click
                                access to an entire customer information
                                database

                             o  Operates in a Windows NT or Windows 2000
                                environment
--------------------------------------------------------------------------------
BancLine(TM)                 o  Client-server core bank processing system that
                                utilizes an open-system environment

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--------------------------------------------------------------------------------
Category                                        Description
--------------------------------------------------------------------------------

                             o  Uses a relational database that allows customer
                                data to be entered once in the system and
                                manipulated and analyzed for a variety of
                                business purposes

                             o  Windows graphical user interface that utilizes a
                                UNIX operating system

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Service Bureau               o  Allows customers to focus on core competencies
                                by outsourcing their data processing needs

                             o  Gives customers access to our processing systems
                                without the expense of maintaining in-house
                                processing operations

                             o  Services are coordinated through eight host data
                                centers located in various regions of the United
                                States

                             o  Each data processing center serves as a back-up
                                facility if another center experiences a natural
                                disaster, destruction or other similar event
                                that eliminates or diminishes its processing
                                capabilities

                             o  Includes check processing and back-office
                                services like proofreading and encoding of
                                checks, clearing and settlement of checks with
                                the Federal Reserve and bank statement
                                preparation

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Related Products             o  AccountFolio(TM), a loan document imaging, loan
 and Services                   collateral management and tracking system

                             o  TellerPlus, an online teller platform system

                             o  Vision(R), an advanced compact report storage
                                and retrieval system

                             o  CallReporter(R), regulatory reporting software

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     Check Imaging

         Increased technological development and changing banking practices have
created a demand for faster, more efficient electronic handling of bank
documents, including checks and other documents. The need to reduce labor,
research time and the cost of postage has increased the demand for check imaging

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solutions on both an in-house and service bureau basis. Check imaging involves
creating digital images through the use of a camera attached to a sorter. As
each check passes through the sorter, the camera takes its picture. Images of
insufficient checks, stop payments and large dollar checks are presented online
to bank operations staff for review. Financial institutions employ check imaging
as part of their efforts to reduce operating costs and provide enhanced banking
services to their customers.

         Our check imaging capabilities include:

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Category                                        Description
--------------------------------------------------------------------------------

 Renaissance Imaging         o  Delivers a comprehensive suite of check imaging
                                products, including front and back imaging for
                                customer statements, clearing and settlement,
                                reconciliation and automated exception
                                processing

                             o  Prints multiple check images in check sequence
                                on a single page for inclusion in monthly
                                statements to reduce postage costs when mailing
                                to the banks' customers

                             o  Operates in either Microsoft(R)or Novell(R)
                                network environments utilizing Oracle(R)database
                                technology

                             o  Allows bank employees to retrieve imaged checks
                                on personal computers to facilitate signature
                                verification and speed responses to customer
                                inquiries

                             o  Allows corporate customers to receive periodic
                                statement information on CD-ROM to facilitate
                                financial and cash management objectives

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

 Service Bureau              o  Turnkey outsourced solution for check imaging
                                activities that provides our customers the
                                ability to offer check imaging without a large
                                capital expenditure

                             o  26 check imaging centers located in 15 states as
                                of December 31, 2001

                             o  Each center serves as a back-up facility in the
                                event another center experiences a natural
                                disaster, destruction or other similar event
                                which eliminates or diminishes its processing
                                capabilities

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

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     Electronic Funds Transfer

         We believe that increased use and acceptance of ATM and debit cards,
coupled with technological advances in electronic transaction processing, have
created a need for financial service providers to offer a wide variety of EFT
solutions to their customers. By aggregating the EFT transaction processing of
numerous financial institutions, we create economies of scale that allow our
customers to price their services competitively.

         The typical ATM transaction that we process begins when a cardholder
inserts a card issued by a financial institution into an ATM to withdraw funds,
obtain a balance, make other account inquiries or transfer funds. The
transaction is routed from the ATM across our frame relay network to our data
communications and processing center in Norcross, Georgia. We then either (a)
authorize or deny the requested transaction or (b) direct the transaction to the
card issuer or its designated processor for authorization. Once authorization is
received, the authorization message is routed back to the ATM almost immediately
and the transaction is completed. We update the account information of our
customers' cardholders on a daily basis.

         The debit card transaction process begins when a consumer presents a
debit card to a merchant who "swipes" the card at a point of sale terminal and
enters the transaction amount. The transaction data is transmitted from the
point of sale terminal through the applicable processing networks to our frame
relay network. The data is then routed across our network to our data
communications and processing center in Norcross, Georgia. We then (a) compare
the purchase transaction against the authorization data accessed through our
system, (b) place a hold for the transaction amount, (c) authorize or deny the
transaction and (d) transmit the authorization response almost immediately back
through the network to the point of sale terminal. The appropriate processing
network settles the payment and credits the merchant with the transaction amount
less any discounts. The merchant delivers final transaction information to the
processing network, and the network submits the transaction to us, which
facilitates posting and reporting of the transaction with the bank that issued
the debit card. To complete the transaction, the bank that issued the debit card
debits its customer's account for the transaction amount.

         Our EFT products and services include:

--------------------------------------------------------------------------------
Category                                        Description
--------------------------------------------------------------------------------

 EFT Transaction Processing  o  Provides online processing of EFT transactions
                                initiated by a consumer at a point of sale
                                terminal with a debit card, or at an ATM

                             o  Encompasses multiple transactions, including
                                cash withdrawals, transfers and balance
                                inquiries

                             o  Provides network connections to most regional
                                and all national ATM and other debit card
                                networks, including STAR(TM), PULSE(TM),
                                Cirrus(R), PLUS(R), Maestro(R) and INTERLINK(R)

                             o  Offers a card-issue-only program, which gives
                                banks the option to offer ATM services to their
                                customers without the expense of purchasing and

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


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-------------------------------------------------------------------------------
Category                                        Description
--------------------------------------------------------------------------------

                                maintaining a complete ATM system

                             o  Offers the Secure Debit(TM) program, which
                                provides fraud protection services for lost,
                                stolen or counterfeit debit cards

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


                             o  Allows, through the InterCept Switch(TM) ATM
                                Network, our customers to waive ATM surcharges
                                for customers of InterCept Switch members, while
                                retaining the ability to surcharge non-member
                                customers who use their ATMs

     Data Communications Management

         We provide efficient, reliable and secure solutions for the data
communications needs of our customers and maintain nationwide data
communications coverage. We operate a frame relay network, which serves as the
principal conduit through which we deliver our EFT and other technology products
and services to our customers. We offer a full line of communications services,
including management of equipment, local lines and long distance, and equipment
necessary to support data transfer with our data centers and throughout a
community financial institution's branch structure and headquarters.

         Key elements of our data communications management solutions include:

--------------------------------------------------------------------------------
Category                                        Description
--------------------------------------------------------------------------------

Data Communications          o  Serve as single point of contact for our
                                customers' data communications needs

Management Services          o  Design and manage various local and wide area
                                communications networks for our customers

                             o  Provide Internet services, including web hosting
                                and e-mail services, to the desktops of our
                                customers' personnel across our frame relay
                                network

                             o  Ability to support customers' existing
                                applications and easily add new products and
                                services to existing infrastructure with minimal
                                cost and effort

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

Frame Relay Network          o  Accommodates data transmissions of various
                                sizes and is Relay Network protocol independent
                                -- not only can any set of data be accepted,
                                switched and transported across a network, but
                                the specific data is undisturbed in the process

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

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--------------------------------------------------------------------------------
Category                                        Description
--------------------------------------------------------------------------------


                             o  Provides efficient switching capabilities for
                                transferring information across the network,
                                resulting in rapid response time and secure and
                                reliable transmission and processing of
                                transactions

                             o  Uses leased fiber optic networks to provide the
                                capacity, or bandwidth, capable of supporting
                                our transaction-intensive services

                             o  Linked to our customers' operations by
                                communication lines that can handle large
                                amounts of data traffic to ensure adequate
                                bandwidth for rapid processing of electronically
                                transmitted data

                             o  Monitored and maintained 24 hours a day, seven
                                days a week from a central location in Norcross,
                                Georgia

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

     Related Products and Services

         To complement our product and service offering described above, we
provide a variety of related services, software products and equipment. We
anticipate that, as revenues from our other operations increase, revenues from
supplying equipment and maintenance and technical support services will decrease
as a percentage of total revenues.

         We provide merchant portfolio management services, which are designed
to reduce labor intensive back-office functions for our customers. We can
provide these services at a lower cost than many banks incur in-house by
streamlining processes and taking advantage of economies of scale.

         Our customer service and technical support departments provide coverage
24 hours a day, seven days a week. We believe that well-trained support
personnel are essential to attract and retain financial institution customers.
Our trained customer service and technical support personnel enhance our ability
to offer reliable, secure and automated solutions. Our customer service
departments are responsible for educating and assisting our customers in the use
of our services. Our technical support department is generally responsible for
consulting with our customers regarding technical issues and for solving any
technical problems brought to their attention by our customer service
department. Our technical support department is also responsible for maintaining
our backup systems and for coordinating the disaster recovery services
maintained by some of our information processing customers.

         In addition, we offer Internet banking and voice response products
through Netzee. See Our Relationship with Netzee below.

Merchant Processing

         As noted above in Pending Acquisitions, we have agreed to acquire iBill
and EPX. iBill provides secure transaction services that enable Web merchants to
accept and process real-time payments for goods


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and services purchased over the Internet. iBill also manages back-office
functions including reporting, tracking, customer service and sales
transactions. iBill's service is powered by proprietary technology that
integrates online payment processing, fraud control, affiliate management and
financial reporting and tracking. EPX is a full-service electronic payment
processing company that specializes in enabling businesses to accept credit
card, debit card and electronic checkpayments. EPX's system provides
straight-through processing that eliminates a business's need to use a gateway
or invest in front-end technology to process transactions, whether the
transactions take place online, over the telephone or at the point of sale. We
already process transactions through our existing merchant processing operation
that has essentially served as a middleman between the merchant customers of our
financial institution customers and other transaction processors.

         If we acquire both iBill and EPX as we expect, we intend to move to EPX
a portion of the processing of transactions that iBill currently sends to other
transaction processors. We also intend to migrate to EPX over time a portion of
the processing of transactions that we currently broker through our existing
merchant processing operation. We believe this will enhance the margins of our
combined business and leverage EPX's ability to handle additional transactions.

Our Relationship with Netzee

         We offer Internet banking and voice response products through Netzee
and we own approximately 28% of Netzee's common stock. Two of our directors
currently serve as directors and are significant shareholders of Netzee. One of
those directors, Donny R. Jackson, was our President until October 2000 and is
currently the Chief Executive Officer of Netzee. Additionally, John W. Collins,
our Chairman and Chief Executive Officer, is the Chairman of the Board of
Directors of Netzee. We maintain a strategic relationship with Netzee to
cross-market each other's products and services. Our existing and future
agreements and relationships with Netzee have not resulted and will not
necessarily result from arm's length negotiations. When the interests of Netzee
diverge from our interests, Netzee's officers and directors may exercise their
influence in Netzee's best interests. Therefore, our agreements and
relationships with Netzee may be less favorable to us than those that we could
obtain from unaffiliated third parties. Moreover, many of the transactions
between Netzee and us do not lend themselves to precise allocations of costs and
benefits. Thus, the value of these transactions will be left to the discretion
of the parties, who are subject to potentially conflicting interests.

         We provide to Netzee, jointly with John H. Harland Company, an $18.0
million revolving line of credit secured by substantially all of Netzee's
assets. Of the total amount available to Netzee, we provide approximately $14.0
million and Harland provides approximately $4.0 million on a pro rata basis with
us provided that we are obligated to advance the last $1.0 million without
Harland's participation. The Netzee line of credit matures on April 10, 2003.
The line of credit bears interest at an annual rate equal to the prime rate plus
2.0%, and accrued interest is payable monthly. As of December 31, 2001, Netzee
owed us $10.1 million for our advances under the line of credit. If Netzee does
not become profitable or has any additional adverse events, it may not be able
to repay the loans we have made and may make to it in the future.

         As of December 31, 2001, the book value of our investment in Netzee
was $1.5 million, which is less than the market value of $1.6 million as of that
date.



                                       12

<PAGE>



         Effective February 1, 2001, we acquired the business of DPSC from
Netzee for approximately $14.1 million in cash and the assumption of $2.4
million of DPSC's net liabilities. Netzee used approximately $8.4 million of the
cash proceeds to reduce its borrowings on its line of credit with us.

Sales and Marketing

         At December 31, 2001, our sales force was made up of 43 sales
representatives and product specialists who sell all of our products and
services to our customers in specified geographic regions. Because they have the
ability to sell our full range of products and services, our sales
representatives can capitalize on their relationships with community financial
institutions. Although the sales representatives are trained on each product
line, we also employ several product specialists who are available to assist the
direct salesperson in the specifics of certain technical products. We offer
products and services on both a stand-alone basis and in combination with one or
more of our products and services. If we complete our pending acquisitions of
iBill and EPX as we anticipate, we will add approximately 35 sales
representatives and product specialists to our combined operations.

         Our indirect marketing efforts include obtaining referrals and
endorsements from our customers and various banking related organizations. We
currently have exclusive marketing agreements with eight of the 19 bankers'
banks and have other relationships with four additional bankers' banks. Through
our relationship with these bankers' banks, we have referral sources to
thousands of financial institutions nationwide. In May 2001, we entered into a
strategic alliance with BISYS, one of the largest providers of financial
technology services in the United States. Under the agreement, we serve as
BISYS' preferred provider of outsourced check processing and imaging services to
its customers.

Employees

         At December 31, 2001, we had 944 full-time employees. Of these
employees, 817 worked in operations, 84 in administration and 43 in sales. None
of our employees is represented by a collective bargaining agreement nor have we
ever experienced any work stoppage. We believe that our relationships with our
employees are satisfactory. If we complete our pending acquisitions of iBill and
EPX as we anticipate, we will add approximately 300 employees to our combined
operations.

Government Regulation

         Our banking customers are subject to the supervision of several state
and federal government regulatory agencies. In addition, various federal and
state regulatory agencies examine our data processing operations from time to
time. These agencies can make findings or recommendations regarding various
aspects of our operations, and we generally must follow these recommendations to
continue our data processing operations.

         Our ATM network operations are subject to federal regulations governing
consumers' rights. Fees charged by ATM owners are currently regulated in several
states, and legislation regulating ATM fees has been proposed in several other
states. Additional legislation may be proposed and enacted in the future or
existing consumer protection laws may be expanded to apply to ATM fees. If the
number of ATMs decreases, then our EFT revenues may decline. Furthermore, we are
subject to the regulations and policies of various ATM and debit card
associations and networks.

         Beginning July 1, 2001, financial institutions are required to comply
with privacy regulations imposed under the Gramm-Leach-Bliley Act. These
regulations place restrictions on financial institutions' use of non-public
personal information. All financial institutions must disclose detailed privacy
policies to

                                       13

<PAGE>


their customers and offer them the opportunity to direct the financial
institution not to share information with third parties. The new regulations,
however, permit financial institutions to share information with non-affiliated
parties who perform services for the financial institutions. As a provider of
services to community financial institutions, we are required to comply with the
privacy regulations and are bound by the same limitations on disclosure of the
information received from our customers as apply to the financial institutions
themselves.

Competition

         The market for companies that provide technology solutions to community
financial institutions is intensely competitive and highly fragmented, and we
expect increased competition from both existing competitors and companies that
enter our existing or future markets. Many of our current and potential
competitors have longer operating histories, greater name recognition, larger
customer bases and substantially greater financial, personnel, marketing,
engineering, technical and other resources than we do. The principal competitive
factors affecting the market for our services include price, quality and
reliability of service, degree of service integration, ease of use and service
features.

         Numerous companies supply competing products and services, and many of
these companies specialize in one or more of the services that we offer or
intend to offer to our customers. In our core banking and data processing
business, we compete with several national and regional companies including
Fiserv, Inc., Jack Henry & Associates, Inc. and BISYS. Our principal EFT
competitors include regional ATM networks, regional and local banks that perform
processing functions, non-bank processors and other independent technology and
data communications organizations including Concord EFS, Inc. and Electronic
Data Systems Corporation. In our check imaging and processing business, we
compete with a number of national and regional companies including Advanced
Financial Solutions, Inc. and Wausau Financial Systems, Inc.

         If we complete our pending acquisitions of iBill and EPX as we
anticipate, we will be subject to competition from large merchant processors
like Chase Merchant Systems, National Processing, Paymentech, U.S. Bancorp,
First Data, Concord EFS and others.

Intellectual Property and Other Proprietary Rights

         None of our technology is currently patented, although iBill has patent
applications pending for its technology. Instead, we rely on a combination of
copyright, trademark and trade secret laws, confidentiality procedures and
contractual provisions to protect our proprietary technology. Despite our
efforts to protect our proprietary rights, unauthorized parties may attempt to
copy aspects of our products or obtain and use information that we regard as
proprietary. We cannot assure you that the steps we have taken will adequately
protect our proprietary rights or that our competitors will not independently
develop similar technology.

ITEM 2.  PROPERTIES.

         Our principal office consists of approximately 46,000 square feet of
leased space located in Norcross, Georgia, a suburb of Atlanta. We currently
operate full-service data centers, software system development centers or item
processing and back-office service centers in the following cities: Birmingham,
Alabama; Jonesboro, Arkansas; Colorado Springs, Colorado; Jacksonville, Miami
and Tampa, Florida; Macon, Norcross and Thomson, Georgia; Lombard, Illinois;
Lenexa, Kansas; Chelmsford and Norwood, Massachusetts; Carlstadt and
Thorofare/West Deptford, New Jersey; Greensboro, North Carolina; Oklahoma City
Oklahoma; Cayce, South Carolina; Brentwood, Cookeville, Maryville and Nashville,
Tennessee; Austin, Dallas, Houston and San Antonio, Texas; Richmond, Virginia
and Tukwila, Washington. We lease office

                                       14

<PAGE>



space in Calabasas Hills, California, primarily to support our sales and
marketing efforts in this area. We own the facilities in Thomson, Georgia and
Maryville, Tennessee and lease the remaining locations. We believe our
facilities are adequate for our needs and do not anticipate any material
difficulty in replacing such facilities or securing facilities for new offices.

ITEM 3.  LEGAL PROCEEDINGS.

         Other than as described in this paragraph, we are not a party to, and
none of our material properties is subject to, any material litigation other
than routine litigation incidental to our business. On March 15, 2002, we
brought an action against Midwest Payment Systems, Inc. ("MPS") in the U.S.
District Court in the Eastern District of Tennessee. MPS provides EFT/ATM
services to customers that we obtained through our purchase of L.E. Vickers and
Associates, Inc. We notified MPS in November 2001 that we would not renew our
contract with it to provide EFT/ATM services to the Vickers customers and that
we would move those customers to our own system. MPS responded to this letter by
claiming, among other things, that (a) it has a right of first refusal to
continue to provide services to those customers and (b) if we did not continue
to use MPS' services, we would owe MPS damages. MPS has also informed several of
the Vickers customers that they must pay damages to MPS if they do not continue
receiving EFT/ATM services from it and we believe it has told some customers
that they will have to sign new contracts with MPS to continue receiving these
services. In the lawsuit, we have sought a temporary restraining order requiring
MPS to cease its attempts to induce the customer banks to enter into contracts
with MPS for EFT/ATM services. We have also asked the court for a declaration as
to the rights and legal relations of InterCept, MPS and the customer banks under
the contracts that we and the banks have with MPS. MPS has not answered our
complaint.

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

         No matter was submitted to a vote of our shareholders during the fourth
quarter of the year ended December 31, 2001.

                                       15

<PAGE>

                                     PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS.

Market Information

         Since March 29, 1999 our common stock has been quoted on the Nasdaq
National Market under the symbol "ICPT." As of March 15, 2002, we had
approximately 70 holders of record of our common stock, representing
approximately 2,600 beneficial owners.

         The table below sets forth for the periods indicated the high and low
sales prices of our common stock as reported by the Nasdaq National Market.

                                                     Price Range
                                                  High          Low
                                                 -------       ------
         Year Ended December 31, 2000:

            First Quarter                         $32.03       $20.25
            Second Quarter                         26.25        13.50
            Third Quarter                          27.00        18.88
            Fourth Quarter                         28.69        20.50

         Year Ended December 31, 2001:

            First Quarter                         $27.13       $21.63
            Second Quarter                         39.91        23.25
            Third Quarter                          40.70        24.17
            Fourth Quarter                         42.00        30.60

         We have never paid any cash dividends on our common stock and do not
anticipate paying any cash dividends in the foreseeable future. We currently
intend to retain future earnings, if any, to fund the development and growth of
our business. Our line of credit from First Union National Bank prohibits us
from paying cash dividends without the consent of First Union. Payment of future
cash dividends, if any, will be at the discretion of our board of directors
after taking into account various factors, including our financial condition,
operating results, current and anticipated cash needs and plans for expansion.

         During the fourth quarter of 2001, we issued no equity securities that
were not registered under the Securities Act.

                                       16

<PAGE>

ITEM 6.  SELECTED FINANCIAL DATA.

         You should read the following data along with Management's Discussion
and Analysis of Financial Condition and Results of Operations, our consolidated
financial statements and related notes and the other financial information
included in this Annual Report. We derived our selected consolidated financial
data presented below from our consolidated financial statements, which have been
audited by Arthur Andersen LLP, our independent public accountants. All amounts
have been restated to reflect our August 2000 acquisition of Advanced Computer
Enterprises, which we accounted for as a pooling of interests transaction and to
reflect the revision of our statements as discussed below. The financial data
below also include the results of operations of other companies we have acquired
since their respective dates of acquisition. See note 3 to our audited financial
statements for a discussion of some of our acquisitions. Equity in loss of
affiliate represents our share of the reduction in equity, as a result of its
net losses, of Netzee. Minority interest represents the minority shareholder's
33.3% share of the equity and earnings of ProImage, Inc., a corporation that
provides check imaging services. We own 66.7% of ProImage.
<TABLE>
<CAPTION>


                                                                          Year Ended December 31,
                                                  1997           1998              1999             2000              2001
                                                  ----           ----              ----             ----              ----
                                                                    (In thousands, except per share data)
                                                                               (as revised)    (as revised)
<S>                                         <C>              <C>               <C>             <C>                 <C>
Statement of Operations Data:
Revenues............................         $    28,193     $   33,270        $    52,359      $    69,639         $ 130,772
Costs of services...................              12,125         13,587             20,452           26,952            54,997
Selling, general and administrative
  expenses                                        12,798         13,589             20,992           27,017            42,504
Depreciation and amortization.......               1,496          1,579              4,462            4,403            11,483
Loss on impairment of intangibles...                 728              0                  0                0                 0
                                             -----------     ----------        -----------      -----------         ---------
Total operating expenses............              27,147         28,755             45,906           58,372           108,984
                                             -----------     ----------        -----------      -----------         ---------
Operating income....................               1,046          4,515              6,453           11,267            21,788
Interest and other (expense) income, net            (625)          (215)            39,172           11,825             2,667
                                             -----------     ----------        -----------      -----------         ---------
Income before provision (benefit) for
  income taxes, equity in loss of
  affiliate and minority interest...                 421          4,300             45,625           23,092            24,455
Provision (benefit) for income taxes                 721          1,632             12,804           (2,454)            3,144
Equity in loss of affiliate.........                   0              0            (15,352)         (30,710)          (16,848)
Minority interest ..................                  39            (89)              (120)             (28)              (19)
                                             -----------     ----------        -----------      -----------         ---------
Net (loss) income ..................                (261)         2,579             17,349           (5,192)            4,444
Preferred stock dividends...........                 (32)           (16)                 0                0                 0
                                             -----------     ----------        -----------      -----------         ---------
Net (loss) income attributable to common
  shareholders......................         $      (293)    $    2,563        $    17,349      $   (5,192)         $   4,444
                                             ===========     ==========        ===========      ==========          =========
Net (loss) income per common share:
Basic...............................         $     (0.04)    $     0.30        $      1.72           (0.41)         $    0.29
                                             ===========     ==========        ===========      ==========          =========

Diluted.............................         $     (0.04)    $     0.30        $      1.64      $    (0.41)         $    0.27
                                             ===========     ==========        ===========      ==========          =========
Weighted average common shares
  outstanding:
Basic...............................               7,083          8,465             10,095          12,820             15,434
Diluted.............................               7,083          8,597             10,564          12,820             16,397

                                                                             As of December 31,
                                                 1997            1998                1999            2000               2001
                                                 ----            ----                ----            ----               ----
                                                                               (as revised)    (as revised)
Balance Sheet Data:

Cash and cash equivalents                   $    2,367      $    3,496         $     2,145       $   8,061          $  24,917
Working capital                                  1,512           5,057               3,692          56,907             93,487
Total assets                                    12,045          22,014             100,895         142,126            283,268
Long-term debt, less current maturities          4,717             211              12,669           4,513                465
Shareholders' equity                               648          17,713              60,068         121,470            259,811
</TABLE>



                                       17

<PAGE>

Quarterly Financial Data

         The following tables set forth certain unaudited consolidated quarterly
data. These unaudited consolidated financial statements have been prepared on
the same basis as the annual financial statements and in the opinion of
management, reflect all adjustments, which include only normal recurring
adjustments, necessary to present fairly our results of operations for the
periods shown. All amounts have been restated to reflect our August 2000
acquisition of Advanced Computer Enterprises, which we accounted for as a
pooling of interests transaction. The results of operations for any quarter are
not necessarily indicative of the results of operations of any future periods.

Revision of Financial Statements

         During 1999 and 2000, Netzee issued shares of common stock at a price
above book value. In accordance with Staff Accounting Bulletin No. 51, we
recorded corresponding gains to reflect the increase in the value of the shares
of Netzee that it owned, which are included in "investment in affiliate" on our
balance sheet. Because these gains are not taxable until realized, we recorded a
deferred tax liability on our balance sheet to reflect the amount of estimated
tax that would be owed upon sale of the shares.

         Since its initial public offering, Netzee has reported operating
losses. Because we used the equity method to account for our investment in
Netzee, we recorded our proportionate share of Netzee's losses as a reduction to
"investment in affiliate," which reduced the book value of the investment in
Netzee. As we recorded our equity in those losses, a deferred tax benefit should
have been recorded as a reduction against the deferred tax liability recorded
previously. As a result, our previously reported results of operations have been
revised to reflect a deferred tax benefit in the quarterly results of 1999,
2000, and 2001 as follows:
<TABLE>
<CAPTION>
                                                                 Three Months Ended              Three Months Ended
                                                             September 30,   September 30,   December 31,    December 31,
                                                                1999             1999           1999            1999
(in thousands, except per share data)                        As Reported     As Revised      As Reported     As Revised
<S>                                                         <C>             <C>             <C>             <C>
Revenues:
  Service fee income                                           $ 11,345       $ 11,345       $  12,057       $  12,057
  Data communications management income                           1,349          1,349           1,420           1,420
  Equipment and product sales, services and other                 2,530          2,530           2,339           2,339
                                                            ----------------------------------------------------------

                Total revenues                                   15,224         15,224          15,816          15,816

Costs of services:
  Costs of service fee income                                     3,002          3,002           3,607           3,607
  Costs of data communications management income                    912            912             988             988
  Costs of equipment and product sales, services and other        2,075          2,075           1,733           1,733

Selling, general and administrative expenses                      6,490          6,490           5,940           5,940
Depreciation and amortization                                     2,168          2,168           1,054           1,054
                                                            ----------------------------------------------------------

                Total operating expenses                         14,647         14,647          13,322          13,322

Operating income                                                    577            577           2,494           2,494
Other income, net                                                16,072         16,072          23,036          23,036
                                                            ----------------------------------------------------------

Income before provision for income taxes,
     equity in loss of affiliate and minority interest           16,649         16,649          25,530          25,530
Provision for income taxes                                        9,092          6,986           9,828           4,526
Equity in loss of affiliate                                      (5,541)        (5,541)         (9,811)         (9,811)
Minority interest                                                   (28)           (28)            (33)            (33)
                                                            ----------------------------------------------------------
Net income                                                        1,988          4,094           5,858         (11,160)

Net income per common share:

Basic                                                            $ 0.19         $ 0.40         $  0.59         $  1.12
Diluted                                                          $ 0.18         $ 0.37         $  0.56         $  1.07

Weighted average shares outstanding:

Basic                                                            10,368         10,368           9,976           9,976
Diluted                                                          10,960         10,960          10,409          10,409

</TABLE>




                                       18

<PAGE>
<TABLE>
<CAPTION>

                                                                     Three Months Ended
                              March 31,    March 31,    June 30,    June 30,   September 30, September 30, December 31, December 31,
                                2000         2000         2000        2000         2000          2000          2000         2000
                            As Reported   As Revised  As Reported  As Revised  As Reported    As Revised   As Reported   As Revised
Revenues:
<S>                         <C>          <C>          <C>          <C>          <C>          <C>           <C>          <C>
   Service fee income        $ 11,861     $ 11,861      $ 13,660    $ 13,660     $ 14,310      $ 14,310    $  15,458   $   15,458
   Data communications
     management income          1,401        1,401         1,517       1,517        1,506         1,506        1,578        1,578
   Equipment and product
     sales, services
     and other                  2,517        2,517         2,108       2,108        2,012         2,012        1,711        1,711
                             ---------- ------------ ------------- -----------  -----------    ----------  -----------  -----------
        Total revenues         15,779       15,779        17,285      17,285       17,828        17,828       18,747       18,747

Costs of services:
   Costs of service fee
     income                     3,315        3,315         4,162       4,162        4,236         4,236        4,485        4,485
   Costs of data
     communications
     management income            977          977         1,051       1,051        1,137         1,137        1,239        1,239
   Costs of equipment
     and product sales,
     services, other            1,820        1,820         1,606       1,606        1,528         1,528        1,396        1,396

Selling, general and
     administrative
     expenses                   6,254        6,254         6,726       6,726        6,884         6,884        7,153        7,153
Depreciation and
     amortization                 960          960         1,078       1,078        1,205         1,205        1,160        1,160
                             ---------- ------------ ------------- -----------  ----------    -----------  ----------- ------------
        Total operating
          expenses             13,326       13,326        14,623      14,623       14,990        14,990       15,433       15,433

Operating income                2,453        2,453         2,662       2,662        2,838         2,838        3,314        3,314
Other income, net               7,282        7,282         1,440       1,440        1,777         1,777        1,326        1,326
                             ---------- ------------ ------------- -----------  ----------    -----------  ----------- ------------
Income before provision
     (benefit) for income
      taxes, equity in loss
      of affiliate and
      minority interest         9,735        9,735         4,102       4,102        4,615         4,615        4,640        4,640
Provision (benefit)
     for income taxes           3,806        1,645         1,688        (661)       1,851          (438)       1,871       (3,001)
Equity in loss of
     affiliate                 (5,686)      (5,686)       (6,181)     (6,181)      (6,023)       (6,023)     (12,820)     (12,820)
Minority interest                 (16)         (16)          (16)        (16)          15            15          (11)         (11)
                             ---------- ------------ ------------- -----------  -----------    ----------  ----------- ------------

Net income (loss)                 227        2,388        (3,783)     (1,434)      (3,244)         (955)     (10,062)      (5,190)

Net income (loss) per
     common share:

Basic                          $ 0.02       $ 0.20       $ (0.29)    $ (0.11)     $ (0.25)      $ (0.07)      $(0.76)      $(0.39)
Diluted                        $ 0.02       $ 0.19       $ (0.29)    $ (0.11)     $ (0.25)      $ (0.07)      $(0.76)      $(0.39)

Weighted average
     shares outstanding:

Basic                          11,754       11,754        13,160      13,160       13,173        13,173       13,185       13,185
Diluted                        12,420       12,420        13,160      13,160       13,173        13,173       13,185       13,185

</TABLE>

                                       19

<PAGE>
<TABLE>
<CAPTION>

                                                                           Three Months Ended
                                         March 31,    March 31,    June 30,     June 30,  September 30, September 30,  December 31,
                                           2001         2001         2001         2001         2001         2001         2001
                                       As Reported   As Revised  As Reported   As Revised  As Reported   As Revised
<S>                                   <C>           <C>          <C>          <C>          <C>         <C>           <C>
Revenues:
    Service fee income                   $ 23,802     $ 23,802     $ 27,026     $ 27,026     $ 29,654     $ 29,654     $ 34,108
    Data communications
      management income                     1,829        1,829        1,737        1,737        2,016        2,016        1,842
    Equipment and product
      sales, services and other             1,415        1,415        1,618        1,618        3,158        3,158        2,567
                                      ------------ ------------ ------------ ------------ ------------ ------------ ------------
           Total revenues                  27,046       27,046       30,381       30,381       34,828       34,828       38,517

Costs of services:
    Costs of service fee income             8,927        8,927        9,388        9,388       10,999       10,999       13,431
    Costs of data communications
      management income                     1,438        1,438        1,358        1,358        1,538        1,538        1,194
    Costs of equipment and product
      sales, services and other             1,099        1,099        1,235        1,235        2,345        2,345        2,045

Selling, general and
      administrative expenses               9,058        9,058       10,544       10,544       10,936       10,936       11,966
Depreciation and amortization               2,508        2,508        2,886        2,886        2,981        2,981        3,108
                                      ------------ ------------ ------------ ------------ ------------ ------------ ------------
           Total operating expenses        23,030       23,030       25,411       25,411       28,799       28,799       31,744

Operating income                            4,016        4,016        4,970        4,970        6,029        6,029        6,773
Other income, net                             728          728          314          314          604          604        1,021
                                      ------------ ------------ ------------ ------------ ------------ ------------ ------------

Income before provision
      (benefit) for income taxes,
       equity in loss of affiliate
       and minority interest                4,744        4,744        5,284        5,284        6,633        6,633        7,794
Provision (benefit) for income taxes        1,923         (250)       2,112        1,047        2,575          206        2,141
Equity in loss of affiliate                (5,719)      (5,719)      (2,802)      (2,802)      (6,235)      (6,235)      (2,092)
Minority interest                              (7)          (7)          (3)          (3)          (4)          (4)          (5)
                                      ------------ ------------ ------------ ------------ ------------ ------------ ------------
Net (loss)                                 (2,905)        (732)         367        1,432       (2,181)         188        3,556

Net (loss) income per common share:
Basic                                    $  (0.21)    $  (0.05)    $   0.03     $   0.10     $  (0.14)    $   0.01     $   0.20
Diluted                                  $  (0.21)    $  (0.05)    $   0.02     $   0.10     $  (0.14)    $   0.01     $   0.19

Weighted average shares outstanding:
Basic                                      13,776       13,776       13,894       13,894       15,711       15,711       17,890
Diluted                                    13,776       13,776       15,064       15,064       15,711       16,993       18,965

</TABLE>


                                       20

<PAGE>

Balance Sheet
<TABLE>
<CAPTION>


                                                                        September 30    September 30   December 31,   December 31,
                                                                            1999           1999           1999           1999
                                                                        As Reported      As Revised    As Reported     As Revised
<S>                                                                   <C>              <C>              <C>           <C>
Assets
Current assets:

             Cash and cash equivalents                                     $ 2,259        $ 2,259        $ 2,145        $ 2,145
             Short term investments                                              -              -            200            200
             Accounts receivable, net                                        8,919          8,919          9,099          9,099
             Deferred tax assets                                             1,589          1,589          1,956          1,956
             Inventory, prepaid expenses and other                           2,727          2,727          2,610          2,610
                                                                       -------------   --------------   -----------   ----------

                         Total current assets                               15,494         15,494         16,010         16,010

Property and equipment, net                                                 11,253         11,253         11,662         11,662
Intangible assets, net                                                      19,970         19,970         20,600         20,600
Advances to Netzee                                                          31,525         31,525         10,957         10,957
Investment in Netzee                                                         5,457          5,457         40,446         40,446
Other noncurrent assets                                                      2,992          2,992          1,220          1,220
                                                                       -------------   --------------   -----------   ----------
                         Total assets                                       86,691         86,691        100,895        100,895
                                                                       =============   ==============   ===========   ==========

Liabilities and shareholders' equity
Current liabilities:

             Current maturities of long-term debt                           30,481         30,481            154            154
             Accounts payable and accrued liabilities                        8,565          8,565          6,387          6,387
             Deferred revenue                                                4,635          4,635          5,777          5,777
                                                                       -------------   --------------   -----------   ----------
                         Total current liabilities                          43,681         43,681         12,318         12,318

Long-term debt, less current maturities                                        200            200         12,669         12,669
Deferred revenue                                                               455            455            440            440
Deferred tax liability                                                       8,475          6,369         22,633         15,225
                                                                       -------------   --------------   -----------   ----------
                         Total liabilities                                  52,811         50,705         48,060         40,652

Minority interest                                                              143            143            175            175
Commitments and contingencies
Shareholders' equity:
             Preferred stock                                                     -              -              -              -
             Common stock                                                   29,600         29,600         42,657         42,657
             Retained earnings                                               3,897          6,003          9,911         17,319
             Accumulated other comprehensive income                            240            240             92             92
                                                                       -------------   --------------   -----------   ----------
                         Total shareholders' equity                         33,737         35,843         52,660         60,068
                                                                       -------------   --------------   -----------   ----------
                         Total liabilities and shareholders' equity         86,691         86,691        100,895        100,895
                                                                       =============   ==============   ===========   ==========
</TABLE>


                                       21

<PAGE>
Balance Sheet
<TABLE>
<CAPTION>


                                   March 31,  March 31,   June 30,   June 30,  September 30, September 30,
                                     2000        2000       2000        2000        2000         2000
                                 As Reported As Revised As Reported As Revised  As Reported   As Revised
<S>                              <C>         <C>        <C>         <C>        <C>           <C>
Assets

Current assets:

     Cash and cash equivalents    $ 12,215    $ 12,215     $ 3,877   $ 3,877     $ 1,237      $ 1,237
     Short term investments         45,450      45,450      42,503    42,503      40,923       40,923
     Accounts receivable, net        8,994       8,994       9,015     9,015      10,461       10,461
     Advances to SLM
     Deferred tax assets             2,077       2,077       2,185     2,185       2,111        2,111
     Inventory, prepaid expenses
         and other                   3,002       3,002       4,576     4,576       4,680        4,680
                                  --------    --------     -------   -------     -------      -------
         Total current assets       71,738      71,738      62,156    62,156      59,412       59,412

Property and equipment, net         12,301      12,301      13,699    13,699      15,387       15,387
Intangible assets, net              21,566      21,566      25,966    25,966      24,815       24,815
Advances to Netzee                   7,733       7,733      14,951    14,951      15,000       15,000
Investment in Netzee                41,638      41,638      35,800    35,800      30,283       30,283
Other noncurrent assets              1,391       1,391       2,435     2,435       2,667        2,667
                                  --------    --------     -------   -------     -------      -------

         Total assets              156,367     156,367     155,007   155,007     147,564      147,564
                                  ========    ========     =======   =======     =======      =======


Liabilities and shareholders'
 equity

Current liabilities:

     Current maturities of
       long-term debt                  150         150       3,563     3,563          59           59
     Accounts payable and
       accrued liabilities           4,182       4,182       4,120     4,120       2,185        2,185
     Deferred revenue                6,055       6,055       6,502     6,502       5,537        5,537
                                  --------    --------     -------   -------     -------      -------

         Total current
           liabilities              10,387      10,387      14,185    14,185       7,781        7,781

Long-term debt, less
 current maturities                  1,367       1,367          15        15       1,514        1,514
Deferred revenue                       406         406         430       430         381          381
Deferred tax liability              25,264      15,696      25,262    13,345      25,516       11,310
                                  --------    --------     -------   -------     -------      -------

         Total liabilities          37,424      27,856      39,892    27,975      35,192       20,986

Minority interest                      190         190         207       207         192          192

Commitments and
 contingencies

Shareholders' equity:
     Preferred stock                     -           -           -         -           -            -
     Common stock                  108,608     108,608     108,590   108,590     109,101      109,101
     Retained earnings              10,138      19,706       6,352    18,269       3,111       17,317
     Accumulated other
      comprehensive income
      (loss)                             7           7         (34)      (34)        (32)         (32)
                                  --------    --------     -------   -------     -------      -------

         Total shareholders'
           equity                  118,753     128,321     114,908   126,825     112,180      126,386
                                  --------    --------     -------   -------     -------      -------

         Total liabilities
           and shareholders
           equity                  156,367     156,367     155,007   155,007     147,564      147,564
                                  ========    ========     =======   =======     =======      =======
</TABLE>


                                       22

<PAGE>

Balance Sheet
<TABLE>
<CAPTION>


                                             March 31,    March 31,     June 30,    June 30,   September 30,   September 30,
                                               2001         2001          2001        2001         2001             2001
                                            As Reported  As Revised   As Reported  As Revised   As Reported     As Revised
<S>                                        <C>         <C>           <C>          <C>         <C>             <C>
Assets
Current assets:

     Cash and cash equivalents                $ 3,079     $ 3,079       $ 4,122      $ 4,122     $ 47,490       $ 47,490
     Short term investments                         -           -             8            8       49,768         49,768
     Accounts receivable, net                  19,663      19,663        18,212       18,212       23,357         23,357
     Deferred tax assets                        4,659       4,659         4,033        4,033        3,776          3,776
     Inventory, prepaid expenses and other      6,277       6,277         6,132        6,132        6,358          6,358
                                              -------     -------       -------      -------     --------       --------

          Total current assets                 33,678      33,678        32,507       32,507      130,749        130,749

Property and equipment, net                    23,516      23,516        24,500       24,500       24,731         24,731
Intangible assets, net                         99,282      99,282       102,608      102,608      101,443        101,443
Advances to Netzee                              7,075       7,075         8,715        8,715        9,950          9,950
Advances to SLM                                                          12,065       12,065
Investment in Netzee                           12,240      12,240         9,722        9,722        3,549          3,549
Other noncurrent assets                         2,859       2,859         2,888        2,888        2,617          2,617
                                              -------     -------       -------      -------     --------       --------
          Total assets                        178,650     178,650       193,005      193,005      273,039        273,039
                                              =======     =======       =======      =======     ========       ========
Liabilities and
   shareholders' equity

Current liabilities:

     Current maturities of
        long-term debt                             32          32            16           16            -              -
     Accounts payable and
       accrued liabilities                      7,330       7,330         4,683        4,683        5,282          5,282
     Deferred revenue                          12,653      12,653        12,858       12,858       10,960         10,960
                                              -------     -------       -------      -------     --------       --------
          Total current
             liabilities                       20,015      20,015        17,557       17,557       16,242         16,242

Long-term debt, less
     current maturities                        11,269      11,269        26,386       26,386            6              6
Deferred revenue                                  507         507           480          480          463            463
Deferred tax liability                         26,638       5,387        26,984        4,668       27,649          2,964
                                              -------     -------       -------      -------     --------       --------
          Total liabilities                    58,429      37,178        71,407       49,091       44,360         19,675

Minority interest                                 210         210           213          213          216            216

Commitments and contingencies

Shareholders' equity:
     Preferred stock                                -           -             -            -            -              -
     Common stock                             129,836     129,836       130,933      130,933      240,193        240,193
     Retained earnings                         (9,856)     11,395        (9,489)      12,827      (11,671)        13,014
     Accumulated other comprehensive
        income (loss)                              31          31           (59)         (59)         (59)           (59)
                                              -------     -------       -------      -------     --------       --------
          Total shareholders' equity          120,011     141,262       121,385      143,701      228,463        253,148
                                              -------     -------       -------      -------     --------       --------
          Total liabilities and
               shareholders' equity           178,650     178,650       193,005      193,005      273,039        273,039
                                              =======     =======       =======      =======     ========       ========
</TABLE>





                                       23

<PAGE>

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS.

Overview

     We derive revenues primarily from the following sources:

     Service fees for:

     o    core data processing and check imaging systems, support, maintenance
          and related services and software sales

     o    EFT processing services

     Data communications management

     Equipment and product sales, services and other:

     o    sales of banking-related equipment and complementary products

     o    equipment maintenance and technical support services

     o    related products and services.

     In our service bureau operations, we generate core data processing revenues
from service and processing fees based primarily on the asset base of our
financial institution customers, the number of transactions we process and the
number of accounts we service. We recognize these revenues as we perform the
services. We also generate revenues from the licensing of our core data
processing systems. We recognize revenues for licensing these systems in
accordance with Statement of Position 97-2 on "Software Revenue Recognition,"
issued by the American Institute of Certified Public Accountants. We recognize
software license fees when we have signed a non-cancelable license agreement,
shipped the product and satisfied significant obligations to the customer.

     We license Renaissance Imaging(TM) check imaging software on an in-house
basis, and we generate revenues from up-front license fees and recurring annual
maintenance fees charged for this system. We recognize revenues from the
licensing of Renaissance Imaging in accordance with Statement of Position 97-2,
as discussed above. We also provide check processing and imaging in a service
bureau environment under which we generate recurring revenues. On a service
bureau basis, we generate revenues based on the volume of items processed. We
recognize this revenue as we provide the service.

     We derive EFT revenues principally from processing ATM and debit card
transactions. We receive a base fee for providing our ATM processing services
and an additional fee for each additional ATM serviced. Once the number of
transactions by a financial institution exceeds established levels, typically
between 1,500 and 2,500 transactions per month, we charge additional fees for
these transactions. For debit card transactions, we currently receive a portion
of the interchange fees generated by our financial institution customers, and we
charge a monthly fee if our customers do not meet a specified minimum dollar
amount of transactions for a particular month. During the second quarter of
2002, we will begin implementation of a new debit card pricing structure, under
which we will receive a fee for each transaction processed. Under the new
pricing, we will not receive a portion of the interchange fee for processing
debit card transactions. We believe that this new pricing structure, once fully
implemented, will not materially change our revenues from debit card processing
and that it will materially reduce our exposure to any changes in interchange
fees that may be implemented by Visa and MasterCard. Most charges due under our
EFT service agreements are due and paid monthly.


                                       24

<PAGE>

     We generate our data communications management service revenues principally
from network management and from equipment configuration services and
installation. We charge an installation fee and a regular monthly fee on an
ongoing basis for providing telecommunications connectivity and network
management.

     We recognize revenues from sales of equipment and complementary products at
the time of shipment. We recognize maintenance and technical support service
revenues as we provide the service.

     For the year ended December 31, 2001, approximately 86% of our total
revenues were recurring revenues. Recurring revenues result from regular monthly
payments by our customers for ongoing services used in connection with their
business. These revenues do not include conversion or deconversion fees, initial
software license fees, installation fees, hardware sales or similar activities.

     We offer Internet banking and voice response products through Netzee.
We own approximately 28% of Netzee's outstanding common stock. We account for
our investment in Netzee under the equity method, which requires us to record
Netzee's results of operations in a single line item in our statement of
operations titled "equity in loss of affiliate." Until September 1999, however,
we owned a majority of Netzee's then outstanding common stock. Our ownership
percentage in Netzee decreased to approximately 49% as of September 3, 1999
because of Netzee's issuance of its common stock in connection with transactions
that occurred on that date. As a result, we discontinued consolidating Netzee's
results of operations with our results of operations. Because we provided
unlimited funding to Netzee through the completion of its initial public
offering in November 1999, all of Netzee's losses before the completion of the
offering were included in that line item rather than our relative percentage of
those losses. Since Netzee completed its initial public offering, we record only
our relative percentage of Netzee's net losses.

     In February 2000, we completed a public offering of common stock. Our
proceeds from this offering, after deducting expenses related to the offering,
were approximately $66.0 million. We used the proceeds of this offering to repay
certain debt and fund our acquisitions completed in 2000 and 2001 and for
working capital and other general corporate purposes.

     In August 2000, we completed the Advanced Computer Enterprises acquisition,
which we accounted for as a pooling of interests. Except for the August 2000
acquisition, we have accounted for all of our acquisitions since our initial
public offering as purchase transactions in our financial statements.

     On January 4, 2001, we acquired the U.S. core data processing, check
imaging and item processing operations, as well as the BancLine software, from
SLM. We paid $40.0 million in cash and issued or agreed to issue up to
approximately 1.25 million shares of our common stock in the transaction,
including up to 385,872 shares that represent contingent consideration. As of
December 31, 2001, 78,455 of the contingent shares had been earned and 52,071
shares will never be earned.

     Effective February 1, 2001, we acquired from Netzee the asset/liability and
regulatory reporting software of DPSC for approximately $14.1 million in cash
and the assumption of $2.4 million of DPSC's net liabilities. Netzee used
approximately $8.4 million of the cash proceeds to reduce its line of credit
with us.

     In August and September 2001, we completed another public offering of
common stock. Proceeds to us from this offering including the over allotment
option (after deducting expenses related to the offering) were approximately
$107.5 million. We used approximately $26.4 million of the proceeds of this
offering to pay certain debt and expect to use the remainder for working capital



                                       25

<PAGE>


and other general corporate purposes, to fund future acquisitions (particularly
our pending acquisition of iBill) and to fulfill our obligations under our
revolving line of credit to Netzee.

     In October 2001, we acquired substantially all of the assets of Holmes and
Shaw, Inc. and Superior Forms, Ltd. (together, "HSI"). Based in San Antonio,
Texas, HSI is a full service provider of computer output solutions including
data processing, laser document printing, and automated mailing services.
Consideration for this purchase was approximately $25.2 million cash and assumed
liabilities.

     We also completed three other acquisitions during 2001, for which we paid a
total of $8.1 million, net, in cash. One of the agreements includes $206,500 in
contingent consideration that will be paid and recorded as purchase price
consideration if and when the contingencies are resolved.

     As noted in Item 1, Business - Pending Acquisitions, we announced after the
close of trading on the Nasdaq Stock Market on March 19, 2002 a major expansion
in our merchant processing operations. We have entered into a definitive
agreement to acquire the assets of Internet Billing Company, Ltd., a Ft.
Lauderdale-based provider of transaction processing for Web merchants.
Separately, we also signed a binding letter agreement to acquire Electronic
Payment Exchange, Inc., a provider of transaction processing services based in
New Castle, Delaware. If we close these acquisitions as we anticipate, they will
increase our revenues and earnings. We will have to use a substantial portion of
our capital resources to close these acquisitions and integrate them into our
businesses.

     We base our expenses to a significant extent on our expectations of future
revenues. Most of our expenses are fixed in the short term, and we may not be
able to reduce spending quickly if our actual revenues are lower than we expect.
To enhance our long-term competitive position, we may also make decisions
regarding pricing, marketing, services and technology that could have an adverse
near-term effect on our financial condition and operating results.

     Because of the foregoing factors and other risk factors discussed in this
report, we believe that quarter-to-quarter comparisons of our operating results
are not a good indication of our future performance. Our operating results are
likely to fall below the expectations of securities analysts or investors in
some future quarter. In that event, the trading price of our common stock would
likely decline, perhaps significantly.

Results of Operations

     The following table sets forth the percentage of revenues represented by
certain items in our consolidated statements of operations for the indicated
periods.

<TABLE>
<CAPTION>
                                                                     Year Ended December 31,
                                                                     -----------------------
                                                                 1999         2000          2001
                                                                 ----         ----          ----
<S>                                                             <C>           <C>          <C>
Revenues .................................................      100.0%        100.0%       100.0%
Costs of services ........................................       39.1          38.7         42.1
Selling, general and administrative expenses .............       40.1          38.8         32.5
Depreciation and amortization ............................        8.5           6.3          8.8
                                                                -----         -----        -----
Total operating expenses .................................       87.7          83.8         83.4
                                                                -----         -----        -----
Operating income .........................................       12.3          16.2         16.6
Other income, net ........................................       74.8          17.0          2.0
                                                                -----         -----        -----
Income before provision (benefit) for income taxes,
   equity in loss of affiliate and minority interest .....       87.1          33.2         18.7
                                                                -----         -----        -----
Provision (benefit) for income taxes .....................       24.5          (3.5)         2.4
Equity in loss of affiliate ..............................      (29.3)        (44.1)       (12.9)
Minority interest ........................................       (0.2)         (0.1)         0.0
                                                                -----         -----        -----
Net income (loss) ........................................       33.1%         (7.5)%        3.4%
                                                                =====         =====        =====
</TABLE>


                                       26

<PAGE>



     Year Ended December 31, 2001 Compared to Year Ended December 31, 2000

     Revenues. Revenues increased 87.8%, to $130.8 million for the year ended
December 31, 2001 from $69.6 million for the year ended December 31, 2000. The
$61.1 million increase was primarily related to (a) $59.3 million generated by
an increase in service fee income, (b) $1.4 million generated by an increase in
data communications management income and (c) $410,000 generated by additional
hardware sales. These increases are attributable to both internal growth and
acquisitions. The revenue growth is primarily due to volume increases rather
than price increases as price increases are generally limited to CPI increases.

     Costs of Services. Costs of services increased 104.1% to $55.0 million for
the year ended December 31, 2001 from $27.0 million for the year ended December
31, 2000. The $28.0 million increase was primarily attributable to (a) an
increase of $26.5 million related to service fee income (b) $1.1 million related
to data communications management, and (c) $374,000 generated by additional
hardware sales. As a percentage of revenues, costs of services increased to
42.1% for the year ended December 31, 2001 from 38.7% for the year ended
December 31, 2000, primarily due to the acquisitions of SLM and HSI, which had
gross margins which were less than InterCept's historical gross margin
percentages.

     Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased 57.3% to $42.5 million for the year ended
December 31, 2001 from $27.0 million for the year ended December 31, 2000. The
$15.5 million increase was primarily due to additional personnel, facilities and
infrastructure to support our growth and acquisitions and other miscellaneous
expenses. Selling, general and administrative expenses as a percentage of
revenues decreased to 32.5% for the year ended December 31, 2001 from 38.8% for
the year ended December 31, 2000, which was attributable to (a) increased
leverage in our business model and (b) the acquisitions of SLM and HSI, which
had lower selling, general and administrative expenses as a percentage of
revenues than InterCept.

     Depreciation and Amortization. Depreciation and amortization increased
160.8% to $11.5 million for the year ended December 31, 2001 from $4.4 million
for the year ended December 31, 2000.

     Operating Income. For the foregoing reasons, operating income increased
$10.5 million to $21.8 million for the year ended December 31, 2001 from $11.3
million for the year ended December 31, 2000. As a percentage of revenues,
operating income increased to 16.6% for the year ended December 31, 2001 from
16.2% for the year ended December 31, 2000.

     Interest and Other Income, net. Interest and other income decreased $9.1
million to $2.7 million for the year ended December 31, 2001 from income of
$11.8 million for the year ended December 31, 2000. The decrease was primarily
because we recognized a $600,000 gain related to the increase in our investment
value in Netzee for the year ended December 31, 2001 (in accordance with Staff
Accounting Bulletin No. 51), compared to an $8.0 million gain of that nature in
2000.


                                       27

<PAGE>


     Provision (Benefit) for Income Taxes. The effective tax rate for the year
ended December 31, 2001 excluding the tax benefit recorded on the equity in
losses of Netzee was 38.9% as compared to 39.9% for the year ended December 31,
2000. The decrease in rate is mainly due to state tax planning initiatives
implemented in 2001.

     Equity in Loss of Affiliate. Equity in loss of affiliate was $16.8 million
for the year ended December 31, 2001 and $30.7 million for the year ended
December 31, 2000. This amount represents our share of Netzee's losses.

     Minority Interest. Minority interest in income decreased $10,000 to $20,000
for the year ended December 31, 2001 from $30,000 for the year ended December
31, 2000. The decrease was primarily due to reduced profits in ProImage's
operations.

     Year Ended December 31, 2000 Compared to Year Ended December 31, 1999

     Revenues. Revenues increased 33.0%, to $69.6 million for the year ended
December 31, 2000 from $52.4 million for the year ended December 31, 1999. The
$17.2 million increase was primarily related to (a) $15.6 million generated by
an increase in service fee income, (b) $840,000 generated by an increase in data
communications management income and (c) $830,000 generated by additional
hardware sales. These increases are attributable to both internal growth and
acquisitions.

     Costs of Services. Costs of services increased 31.8% to $27.0 million for
the year ended December 31, 2000 from $20.5 million for the year ended December
31, 1999. The $6.5 million increase was primarily attributable to (a) an
increase of $5.1 million related to service fee income (b) $840,000 related to
data communications management, and (c) $600,000 generated by additional
hardware sales. As a percentage of revenues, costs of services decreased
slightly to 38.7% for the year ended December 31, 2001 from 39.1% for the year
ended December 31, 2000.

     Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased 28.7% to $27.0 million for the year ended
December 31, 2000 from $21.0 million for the year ended December 31, 1999. The
$6.0 million increase was primarily due to additional personnel we hired to
support our growth and acquisitions and other miscellaneous expenses. Selling,
general and administrative expenses as a percentage of revenues decreased to
38.8% for the year ended December 31, 2000 from 40.1% for the year ended
December 31, 2000.

     Depreciation and Amortization. Depreciation and amortization remained
constant at $4.4 million for the years ended December 31, 2000 and 1999. During
1999 InterCept had a one-time amortization charge related to Netzee of
approximately $1.0 million, which was offset by increased intangibles in 2000.

     Operating Income. For the foregoing reasons, operating income increased
$4.8 million to $11.3 million for the year ended December 31, 2000 from $6.5
million for the year ended December 31, 1999. As a percentage of revenues,
operating income increased to 16.2% for the year ended December 31, 2000 from
12.3% for the year ended December 31, 1999.

     Interest and Other Income, Net. Interest and other income decreased $27.3
million to $11.8 million for the year ended December 31, 2000 from income of
$39.2 million for the year ended December 31, 1999. The decrease was primarily
because we recognized only an $8.0 million gain related to the increase in our
investment value in Netzee for the year ended December 31, 2000 (in accordance
with Staff Accounting



                                       28

<PAGE>

Bulletin No. 51), compared to a $38.9 million gain of that nature in 1999. This
decrease was partially offset by interest income of $3.6 million from
investments of the proceeds from our public offering of stock in February 2000.
For an explanation of the Netzee gain, see note 3 to our financial statements.

     Provision for Income Taxes. The effective tax rate for the year ended
December 31, 2000 excluding the tax benefit recorded on the equity in losses of
Netzee was 39.9% as compared to 44.3% for the year ended December 31, 1999. The
tax provision in 1999 was higher due to the effect of permanent basis
differences, including goodwill.

     Equity in Loss of Affiliate. Equity in loss of affiliate was $30.7 million
for the year ended December 31, 2000 and $15.4 million for the year ended
December 31, 1999. This amount represents our share of Netzee losses.

     Minority Interest. Minority interest decreased $90,000 to $30,000 for the
year ended December 31, 2000 from $120,000 for the year ended December 31, 1999.
The decrease was primarily due to reduced profits in ProImage's operations.

Liquidity and Capital Resources

     Since our incorporation, we have financed our operations and capital
expenditures through cash from operations, borrowings from banks and sales of
our common stock. Our initial public offering in June 1998 resulted in net
proceeds to us of $14.4 million. We raised $66.0 million through a public
offering of common stock in February 2000 and an additional $107.5 million
through another public offering of common stock in August and September 2001.

     Cash and cash equivalents were $24.9 million at December 31, 2001.
Short-term investments with a maturity of one year or less were $50.3 million.
Net cash provided by operating activities was $17.7 million for the year ended
December 31, 2001, $9.0 million for the year ended December 31, 2000 and $4.7
million for the year ended December 31, 1999. The increase in the net cash
provided by operating activities in 2001 as compared to 2000 was primarily
attributable to an increase in earnings and depreciation and amortization
partially offset by an increase in accounts receivable. The increase in the net
cash provided by operating activities in 2000 as compared to 1999 was primarily
attributable to an increase in earnings, excluding the non-cash effects of our
investment in Netzee.

     Net cash used in investing activities was $106.9 million in 2001, $60.8
million in 2000 and $18.0 million in 1999. The increase in net cash used for
investing activities in 2001 as compared to 2000 relates to cash paid for
acquisitions and additional loans to Netzee and SLM. The increase in net cash
used in investing activities in 2001 as compared to 1999 was attributable to
investment of the proceeds from our offering of common stock completed in
September 2000 as well as increased capital expenditures and acquisitions during
2001. Similarly, the increase in net cash used in investing activities in 2000
as compared to 1999 was attributable to investment of the proceeds from our
offering of common stock completed in February 2000 as well as increased capital
expenditures and acquisitions during 2000.

     Net cash provided by financing activities was $106.1 million for the year
ended December 31, 2001, $57.7 million for the year ended December 31, 2000 and
$11.9 million for the year ended December 31, 1999. The increase in net cash
generated for 2001 compared to 2000 is due to the net proceeds from our offering
of common stock completed in September 2001 of $107.5 million, offset by
repayments of borrowings under our credit facility using a portion of the
offering proceeds. Similarly, the increase in net cash generated for 2000
compared to 1999 is due to the net proceeds from our offering of common stock
completed in February 2000 of $65.5 million, offset by repayments of borrowings
under our credit facility using a portion of the offering proceeds.



                                       29

<PAGE>

     Together with John H. Harland Company, we provide a revolving line of
credit to Netzee. On March 29, 2002 we amended this facility to reduce the total
amount of credit available and to extend the termination date to April 10, 2003.
We currently provide to Netzee an $18.0 million revolving line of credit secured
by substantially all of Netzee's assets. Of the total $18.0 million available to
Netzee, we provide approximately $14.0 million and Harland provides
approximately $4.0 million on a pro rata basis with us provided that we are
obligated to advance the last $1.0 million without Harland's participation. In
February 2001, we paid Netzee $14.1 million in cash and assumed $2.4 million of
DPSC's net liabilities in exchange for regulatory reporting software and other
assets formerly owned by Netzee's subsidiary, DPSC. Netzee has subsequently
borrowed additional funds from us, and as of December 31, 2001, Netzee owed us a
total of $10.1 million under this line of credit including accrued interest of
approximately $182,000. Borrowings under this line of credit bear interest at
prime plus 2%. Total interest on all borrowings for 2000 and 2001 was
approximately $1.1 million and $1.1 million, respectively. We finance this line
of credit with cash on hand and additional borrowings under our credit facility
with First Union. Netzee may require additional funds to support its operations
and to repay its borrowings from us. Netzee may seek to raise capital through
public or private offerings of debt or equity, the sale of assets or from other
sources. No assurance can be given that additional funds will be available on
terms favorable to Netzee, if at all. Netzee's ability to continue as a going
concern and to meet its obligations as they come due may depend upon its ability
to raise additional capital funds.

     On May 31, 2001, we entered into a loan agreement with SLM under which we
loaned SLM $12.0 million subject to various terms and conditions. Borrowings
under the loan agreement bore interest at an annual rate equal to the one-month
LIBOR plus 2% and were secured by up to approximately 1.25 million shares of our
common stock then held or that may be earned by SLM. The loan was scheduled to
mature on December 31, 2002. On August 13, 2001, SLM repaid the loan, including
accrued interest, in full from the net proceeds of SLM's sale of 610,000 shares
of our common stock in our public offering closed on that date.

     On December 3, 2001, we entered into a loan agreement with SLM under which
we agreed to lend SLM $7.0 million subject to various terms and conditions.
Borrowings under the loan agreement bear interest, payable upon maturity, at the
prime rate and are secured by up to 591,871 shares of InterCept common stock
that SLM now holds or may earn. The loan matures on September 30, 2002 and
requires mandatory prepayments from the proceeds of sales of our common stock by
SLM until the loan is repaid in full.

     During 2001, we entered into an amended and restated credit facility with
First Union National Bank. Under this facility we may borrow up to $50.0 million
for working capital and to fund acquisitions and related expenses. The First
Union credit facility contains provisions that require us to maintain certain
financial ratios and minimum net worth amounts and which restrict our ability to
incur additional debt, make certain capital expenditures, enter into agreements
for mergers, acquisitions or the sale of substantial assets and pay dividends.
This credit facility matures on June 1, 2004. Interest is payable monthly, and
outstanding principal amounts accrue interest, at our option, at an annual rate
equal to either (a) a floating rate equal to the lender's prime rate minus 0.25%
or (b) a fixed rate based upon the 30-day LIBOR rate plus applicable margins. On
December 31, 2001, the interest rate under this facility was approximately 3.12%
per year, and approximately $460,000 was outstanding under this facility.

     We funded the cash portion of the purchase price of our acquisitions in
2000 and 2001 through the use of cash on hand and borrowings under our line of
credit with First Union National Bank.

     In the second quarter of 2002, we anticipate using a substantial portion of
the capital resources available to us to fund the $112.0 million purchase price
of iBill and up to $11.0 million of immediate working capital needs of EPX. To
provide the approximately $123 million in cash we need for these purposes, we
intend to draw on our First Union credit facility and use the remaining net
proceeds from our 2001 public offering of common stock.

     As a result, our operating cash flows will be our principal source of
short-term liquidity. Accordingly, we are unlikely to make any additional
acquisitions that require a material amount of cash until we raise additional
capital. We believe that to the extent that we rely on cash flows from
operations to meet our short-term funding requirements, a decrease in demand for
our products and services would not result in a material reduction in the
availability of those funds. Because most of our customer contracts require the
payment of monthly charges and have original terms of three to five years, we
have a high percentage of recurring revenues.

     We believe that, other than our need for cash to fund our pending
acquisitions, funds to be provided by operations will be sufficient to meet our
anticipated capital expenditures and liquidity requirements for at least the
next 12 months. We intend to grow, in part, through strategic acquisitions.
Assuming we are able to raise additional capital, we expect to make additional
expenditures to make acquisitions and integrate the acquired companies. We can
give no assurances with respect to the actual timing and amount of the capital



                                       30

<PAGE>


we raise or of the acquisitions we may make with the capital so raised. In
addition, no assurance can be given that we will complete any acquisitions on
terms favorable to us, if at all, or that additional sources of financing will
be available to us.

Critical Accounting Policies

     Management's discussion and analysis of its financial condition and results
of operations are based upon our consolidated financial statements, which have
been prepared in accordance with accounting principles generally accepted in the
United States. The preparation of these financial statements requires management
to make estimates and judgments that affect the reported amounts of assets,
liabilities, revenues and expenses, and related disclosure of contingent assets
and liabilities. Actual results may differ materially from these estimates under
different assumptions or conditions.

     We believe the following critical accounting policies involve the most
complex or subjective decisions or assessments and affect our more significant
judgments and estimates used in the preparation of our consolidated financial
statements.

Revenue recognition

     Revenues include service fees, data communication management fees,
equipment sales, installation and maintenance, software license fees, and
software maintenance. We recognize service fee income and data communication
management fees as services are performed. We recognize revenue from equipment
sales and installations upon installation of the product, and any related
maintenance revenue is recognized ratably over the period during which the
services are performed. We also generate revenues from the licensing of our core
data processing systems. We recognize revenue for licensing these systems in
accordance with Statement of Position 97-2, "Software Revenue Recognition"
issued by the American Institute of Certified Public Accountants. Software
license, hardware, and installation revenue is recognized after we have a signed
non-cancelable license agreement, have installed the products, and have
fulfilled all significant obligations to the customer. Maintenance fees are
recognized over the term of the maintenance period. We sell certain of our
software and hardware products under five-year, sales-type lease agreements
through which customers pay five equal advance payments. These leases
incorporate the initial installation and ongoing license fee for five years.
Revenue for all lease agreements, with the exception of revenue attributable to
equipment, which is recognized upon installation, is deferred and recognized
ratably over the period of the lease.

Allowance for doubtful accounts

     We record an allowance for doubtful accounts based on estimates of losses
related to customer receivables balances. We develop estimates by evaluating
specific customer accounts for risk of loss as well as historical credit memo
data and other known factors for billing disputes that arise in the normal
course of business.

Fair value of assets acquired and liabilities assumed in purchase combinations

     The purchase combinations carried out by us require us to estimate the fair
value of the assets acquired and liabilities assumed in our business. In
general, we determine the fair value based upon information supplied by the
management of the acquired entities and valuations by independent appraisal
experts. The valuations have been based primarily upon future cash flow
projections for the acquired assets, discounted to present value using a
risk-adjusted discount rate. In connection with our acquisitions, we have
recorded a significant amount of intangible assets. These assets are being
amortized over the expected economic lives of the assets, generally ranging from
7 to 20 years. If we determine that we have over-estimated the economic life of
these assets, we will begin to amortize the remaining unamortized carrying value
of the assets over the newly estimated life. Accordingly, depreciation and
amortization expense could be increased, and the amount of any increase could be
material to our results of operations.



                                       31

<PAGE>

     We also recorded a significant amount of goodwill in connection with our
acquisitions. Through the end of 2001, we evaluated goodwill for impairment
whenever indicators of impairment existed based on undiscounted projected future
cash flows. If the carrying value of the goodwill was less than the undiscounted
projected future cash flows, no impairment would be recognized. Beginning
January 1, 2002, we adopted a recently issued accounting standard that requires
us to evaluate our goodwill for impairment on an annual basis or whenever
indicators of impairment exist. The evaluation will be based upon a comparison
of the estimated fair value of the unit of our business to which the goodwill
has been assigned to the sum of the carrying value of the assets and liabilities
of that unit. The fair values used in this evaluation will be estimated based
upon discounted future cash flow projections for the unit. These cash flow
projections will be based on a number of assumptions as discussed above. If a
change in estimate of fair value occurs after one year of the acquisition, the
change would be recorded in our statement of operations.

     To date, we have not recorded an impairment of our goodwill or intangible
assets. We believe that assumptions we have made in projecting future cash flows
for the evaluations described above are reasonable. However, if future actual
results do not meet our expectations, we may be required to record an impairment
charge, the amount of which could be material to our results of operations.

  Investment in and advances to Netzee

     We currently own approximately 28% of Netzee's common stock. We account for
our investment in Netzee using the equity method of accounting, under which the
operations of Netzee are recorded on a single line item in our statements of
operations, "equity in loss of affiliate." We do not consolidate Netzee's
results of operations with our results of operations. Because we provided
unlimited funding to Netzee until the completion of their initial public
offering in November 1999, all of Netzee's losses prior to the completion of the
offering are included in that line item rather than our relative percentage of
those losses. Following the completion of the initial public offering, we have
recorded only our relative percentage of Netzee's net losses. During 1999 and
2000, Netzee issued shares of common stock at a price above book value. As a
result, we increased our investment in Netzee and recorded gains to reflect the
increase in the value of our investment. We then decreased our investment for
our portion of Netzee's losses described above.

     We review our investment in Netzee in accordance with Accounting Principles
Board ("APB") Opinion No. 18, "The Equity Method of Accounting for Investments
in Common Stock." APB Opinion No. 18 provides that "a loss in value of an
investment which is other than a temporary decline should be recognized." We
compare our carrying value of the investment to the fair market value of the
stock over time in order to determine when a loss in value that is other than
temporary has occurred. As of December 31, 2001, our investment in Netzee was
$1.5 million. The corresponding fair market value of our shares of Netzee's
common stock was approximately $1.6 million, and thus we concluded that our
investment was not impaired. Additionally, we have evaluated the business and
financial projections of Netzee and have concluded, based on our review, that
the amounts due from Netzee are collectible. Therefore, we have not established
a reserve for the note as of December 31, 2001.



                                       32

<PAGE>

Relationship with Netzee

     InterCept and Netzee maintain a relationship to cross-market each other's
products and services. During 2000 and 2001, we received $375,000 and $131,000,
respectively, in commissions related to Netzee sales. We also shared certain
facilities with Netzee and provided certain administrative services to Netzee.
We charged Netzee approximately $163,000 and $108,000 in 2000 and 2001,
respectively, for these shared costs. During 2000 and 2001, Netzee used us to
purchase certain hardware and software used to implement Netzee's Internet and
telephone banking products. In addition, we assisted Netzee in managing the
ordering and inventory process related to this equipment. During 2000 and 2001,
Netzee incurred approximately $435,000 and $152,000, respectively, in costs to
purchase the equipment, which included a fee to us for their services.

Relationship with SLM

     We provide telecommunications network and operations services and customer
support services to SLM, as well as computer programming services. We recorded
revenue of approximately $1.8 million related to services provided to SLM in
2001. We also charged SLM approximately $200,000 during 2001 for rent and
building expenses related to certain SLM operations maintained at InterCept's
facility. We have made two loans to SLM as described above in liquidity and
capital resources and one of those loans remains outstanding.

Disclosure Regarding Forward-Looking Statements

     We make forward-looking statements in this annual report. These statements
are subject to risks and uncertainties, and we cannot assure you that they will
prove to be correct. Forward-looking statements include assumptions as to how we
may perform in the future. When we use words like "believe," "expect,"
"anticipate," "predict," "project," "potential," "seek," "continue," "will,"
"may," "could," "intend," "plan," "pro forma," "estimate," "goal," "strive" and
similar expressions, we are making forward-looking statements.


                                       33

<PAGE>

We believe that the expectations reflected in our forward-looking statements are
reasonable, but we cannot be sure that we will actually achieve these
expectations. Projections or estimates of our future performance are necessarily
subject to a high degree of uncertainty and may vary materially from actual
results. In evaluating forward-looking statements, you should carefully consider
various factors discussed below.

     Some of the following risks will apply to us only if we close our pending
acquisitions of iBill and EPX as we expect. Please see in particular the risks
under the heading Risks Related to Our Pending Acquisitions of iBill and EPX.
Although we anticipate closing both acquisitions, we cannot assure you that we
will in fact do so. If we do not complete the acquisitions of iBill and EPX for
any reason, these particular risks will not apply to us, but our failure to
close the acquisitions may have adverse consequences for us. For example, the
price of our common stock may decline if the current market price of our common
stock reflects an assumption that we will complete these acquisitions. In
addition, our failure to close these acquisitions after having announced them
may negatively affect our ability and prospects for consummating acquisitions in
the future. Also, we have already incurred substantial costs related to these
acquisitions that we must pay even if we do not close the acquisitions.

RISKS RELATED TO OUR OPERATIONS

     Our rapid growth could strain our managerial, operational and financial
resources, and our failure to manage our growth could cause our business to
suffer.

     Our internal growth and acquisitions since our initial public offering in
June 1998 have placed great demands on our business, particularly our
managerial, operational and financial personnel and systems. For example, we
have grown from approximately 170 employees on March 31, 1998 to approximately
1,300 employees on March 31, 2002. If we close the iBill and EPX transactions as
we anticipate, we will add approximately 300 employees. Additional internal
growth and acquisitions may further strain our resources. We cannot assure you
that our systems, procedures, controls and existing facilities will be adequate
to support the expansion of our operations, while maintaining adequate levels of
customer service and satisfaction. Our future operating results will depend
substantially on the ability of our officers and key employees to manage
changing business conditions and to implement and improve our technical,
administrative, financial control and reporting systems. Our failure to respond
to and manage changing business conditions as we expand could diminish the
quality of our products and services, result in the loss of customers and weaken
our operating results.

Our acquisitions could result in integration difficulties, unexpected expenses,
diversion of management's attention and other negative consequences.

     As part of our growth strategy, we have made numerous acquisitions since
our initial public offering in June 1998, and we have two significant pending
acquisitions. We plan to continue to acquire complementary businesses, products
and services as a key element of our growth strategy. We must integrate the
technology, products and services, operations, systems and personnel of acquired
businesses with our own and attempt to grow the acquired businesses as part of
our company. The integration of other businesses is a complex process and places
significant demands on our management, financial, technical and other resources.
The successful integration of businesses we have acquired in the past, are
currently in the process of acquiring and may acquire in the future, is critical
to our future success. If we are unsuccessful in integrating these businesses,
our financial and operating performance could suffer. The risks and challenges
associated with the acquisition and integration of acquired businesses include:


                                       34

<PAGE>

     o    we may be unable to centralize and consolidate our financial,
          operational and administrative functions with those of the businesses
          we acquire;

     o    our management's attention may be diverted from other business
          concerns;

     o    we may be unable to retain and motivate key employees of an acquired
          company;

     o    we may enter markets in which we have little or no prior direct
          experience;

     o    litigation, indemnification claims and other unforeseen claims and
          liabilities may arise from the acquisition or operation of acquired
          businesses;

     o    the costs necessary to complete integration may exceed our
          expectations or outweigh some of the intended benefits of the
          transactions we complete;

     o    we may be unable to maintain the customers or goodwill of an acquired
          business; and

     o    the costs necessary to improve or replace the operating systems,
          products and services of acquired businesses may exceed our
          expectations.

     We may be unable to successfully integrate our acquisitions with our
operations on schedule or at all. We cannot assure you that we will not incur
large accounting charges or other expenses in connection with acquisitions or
that acquisitions will result in cost savings or sufficient revenues or earnings
to justify our investment in, or our expenses related to, these acquisitions.

If we do not continue to expand our sales force and our marketing relationships,
we may be unable to continue our growth.

     Our ability to expand our business will depend significantly upon our
ability to expand our sales and marketing force and our strategic marketing
relationships. Competition for experienced sales and marketing personnel is
intense, and we may not be able to retain our existing personnel or locate and
attract additional qualified personnel in the future. In addition, if we lose
any of the relationships with various banking-related organizations for the
marketing and endorsement of our products and services or are unable to enter
into new ones, growth in our customer base and revenues could be impaired.

Competition may impede our ability to acquire other businesses and may inhibit
our growth.

     A significant part of our historic growth has been generated by
acquisitions. We anticipate that a portion of our future growth may be
accomplished through acquisitions. The success of this strategy depends upon our
ability to identify suitable acquisition candidates, reach agreements to acquire
these companies and obtain necessary financing on acceptable terms. In pursuing
acquisition and investment opportunities, we may compete with other companies
that have similar growth strategies. Some of these competitors may be larger and
have greater financial and other resources than we have. This competition may
render us unable to acquire businesses that could improve our growth or expand
our operations.

If our stock price drops, our ability to acquire other businesses will be
impaired.

     We have financed the acquisitions we have completed since our initial
public offering with a combination of our common stock, cash from common stock
offerings, cash from our operations and borrowings made under our line of credit
with First Union. If our stock price declines as a result of general market
conditions or otherwise, the shareholders of businesses that we seek to acquire
may be unwilling to


                                       35

<PAGE>

accept our common stock in exchange for their businesses. In that case, we would
be required to use larger portions of our line of credit or cash from operations
to continue to complete acquisitions, which would decrease our working capital
and increase our interest expense. This could have a material negative impact on
our financial performance and results of operations.

Our credit facility with First Union restricts our ability to complete
acquisitions without First Union's consent.

     We must comply with the financial and other covenants of the credit
facility to be able to draw on our credit facility to fund our acquisitions. In
addition First Union must approve any acquisition by us which has a purchase
price in excess of $10 million. If we are unable to borrow funds under our
credit line, we may be unable to make acquisitions that could be helpful to our
business.

The loss of our chief executive officer could have a material adverse effect on
our business.

     John W. Collins, our chief executive officer, has substantial experience
with our operations and our industry and has contributed significantly to our
growth. Although we maintain key man life insurance on Mr. Collins and he works
for us under the terms of an employment agreement, our customer and marketing
relationships would likely be impaired and our business would likely suffer if
we lost the services of Mr. Collins for any reason.

If our processing centers or communications network suffers a systems failure or
interruption, we may face customer service issues and be liable for damage
suffered by our customers.

     Our operations depend upon our ability to protect our processing centers,
network infrastructure and equipment. Damage to our systems or equipment or
those of third parties that we use may be caused by natural disasters, human
error, power and telecommunications failures, intentional acts of vandalism and
similar events. Although we do have data and item processing centers in several
locations that serve as back-ups for each other, we maintain only a single data
communications switching facility and do not maintain a back-up location for our
frame relay network hardware. Interruption in our processing or communications
services could delay transfers of our customers' data, or damage or destroy the
data. Sudden increases in ATM usage or debit card activity could result in slow
response times in our network. Any of these occurrences could result in lawsuits
or loss of customers, and may also harm our reputation.

We depend on other providers for products and services necessary to our
business, and if we cannot obtain satisfactory products and services on
favorable terms, or at all, our business could suffer.

     We rely on other providers for Internet and telephone banking products and
services, ATM and debit card manufacturing, fiber optic communications and other
products and services that are essential to our business. For example, we use
and market the Internet and telephone banking services of our affiliate, Netzee.
If Netzee or any of our other providers terminates or changes its relationship
with us, or if for any reason we are unable to obtain its products and services
on favorable terms, we may be unable to meet our customers' needs on a timely
basis. Similarly, if any of these providers is permanently or temporarily unable
to provide its products and services to us as the result of natural disasters,
technical difficulties or otherwise, we may be unable to provide our products
and services to our customers. If the performance of these third party products
and services does not meet our customers' expectations, it may damage our
current customer relationships, harm our reputation and inhibit our ability to
obtain new customers.



                                       36

<PAGE>

If our products and services contain errors, we may lose customers and revenues
and be subject to claims for damages.

     Our new products and services and enhancements to our existing products and
services may have undetected errors or failures, or could fail to achieve market
acceptance, despite testing by our current and potential customers and by us. If
we discover errors after we have introduced a new or updated product to the
marketplace, we could experience, among other things:

     o    delayed or lost revenues while we correct the errors;

     o    a loss of customers or delay in market acceptance; and

     o    additional and unexpected expenses to fund further product
          development.

     Our agreements with our customers generally contain provisions designed to
limit our exposure to potential product liability claims, such as disclaimers of
warranties and limitations on liability for special, consequential and
incidental damages. These provisions may not be effective because of existing or
future federal, state or local laws or ordinances, or unfavorable judicial
decisions. If our products and services fail to function properly, we could be
subject to product liability claims, which could result in increased litigation
expense, damage awards and harm to our business reputation.

Because our business involves the electronic storage and transmission of data,
security breaches and computer viruses could adversely affect us.

     Our online transaction processing systems electronically store and transmit
sensitive business information of our customers. The difficulty of securely
storing confidential information electronically has been a significant issue in
conducting electronic transactions. We may be required to spend significant
capital and other resources to protect against the threat of security breaches
and computer viruses, or to alleviate problems caused by breaches or viruses. To
the extent that our activities or the activities of our customers involve the
storage and transmission of confidential information, such as banking records or
credit information, security breaches and viruses could expose us to claims,
litigation and other possible liabilities. Any inability to prevent security
breaches or computer viruses could also cause existing customers to lose
confidence in our systems and terminate their agreements with us, and could
inhibit our ability to attract new customers.

Technological changes may reduce the demand for our products and services or
render them obsolete.

     The introduction of new technologies and financial products and services
can render existing technology products and services obsolete. We expect other
vendors to continually introduce new products and services, as well as
enhancements to their existing products and services, that will compete with our
products and services. To be successful, we must anticipate evolving industry
trends, continue to apply advances in technology, enhance our existing products
and services and develop or acquire new products and services to meet the
demands of our customers. We may not be successful in developing, acquiring or
marketing new or enhanced products or services that respond to technological
change or evolving customer needs. We may also incur substantial costs in
developing and employing new technologies. If we fail to adapt to changes in
technologies, we could lose customers and revenues, and fail to attract new
customers or otherwise realize the benefits of costs we incur.


                                       37

<PAGE>

We may not be able to protect our intellectual property rights.

     We attempt to protect our software, documentation and other written
materials under trade secret and copyright laws, confidentiality procedures and
contractual provisions, which afford only limited protection. Despite our
efforts to protect our proprietary rights, unauthorized parties may attempt to
copy aspects of our products or obtain and use information that we regard as
proprietary. We cannot be sure that our means of protecting our proprietary
rights will be adequate or that our competitors will not independently develop
similar technology.

If others claim that we have infringed their intellectual property rights, we
could be liable for significant damages.

     We do not believe that any of InterCept's products infringe the proprietary
rights of third parties. We cannot be sure, however, that third parties will not
make infringement claims, and we have agreed to indemnify many of our customers
against those claims. We have recently discovered that EPL, Inc., which sells
software and services to credit unions, has filed a trademark registration
application with the United States Patent and Trademark Office for the name
"TellerPlus." The EPL mark and registration could adversely affect our use of
the mark "TellerPlus" with respect to banks. We anticipate that the number of
infringement claims will increase as the number of products and services
increases and the functionality of products in different industry segments
overlaps. Any of those claims, whether with or without merit, could be
time-consuming, result in costly litigation and may not be resolved on terms
favorable to us.

Fluctuations in our operating results may negatively affect the trading price of
our common stock.

     Our operating results have varied in the past and may fluctuate
significantly in the future as a result of many factors. These factors include:

     o    the possible negative impact of implementing our growth and
          acquisition strategies, including accounting charges and other
          expenses associated with our acquisitions;

     o    the loss of customers or strategic relationships;

     o    competition and pricing pressures;

     o    a reduction in recurring revenues as a percentage of total revenues;

     o    increased operating expenses due to launches of new products and
          services, and sales and marketing efforts; and

     o    changes in interchange and transaction fees of MasterCard(R) and
          Visa(R).

     Many factors that affect our operating results are outside of our control.
Because of these factors, it is likely that in some future period our financial
results will fall below the expectations of securities analysts or investors. In
that event, the trading price of our common stock would likely decline, perhaps
significantly.


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<PAGE>

If we fail to comply with privacy regulations imposed on providers of services
to financial institutions, our business could be harmed.

     As a provider of services to community financial institutions, we are
required to comply with privacy regulations imposed on financial institutions.
We are bound by the same limitations on disclosure of the information received
from our customers as apply to the financial institutions themselves. If we fail
to comply with these regulations, we could damage our customer relationships,
harm our reputation and inhibit our ability to obtain new customers.

Our limited combined operating history makes it difficult to evaluate our
business.

     Since our incorporation in May 1996 we have completed numerous
acquisitions, including several acquisitions in 2001. The financial information
included in this annual report is based in part on the separate pre-acquisition
financial results of the companies we have acquired. As a result, your
evaluation of us is based on a limited combined operating history. Our
historical results of operations and our other financial information may not
give you an accurate indication of our future results of operations or
prospects.

RISKS RELATED TO OUR OWNERSHIP IN NETZEE

Because we own a minority interest in Netzee and Netzee is expected to continue
to have significant losses, our future financial performance may be adversely
affected.

     In September 1999, we completed a series of transactions that removed from
our operations some Internet and telephone banking products and services that we
purchased during 1999. Netzee, of which we own approximately 28% of its
outstanding common stock, now conducts these operations. Our historical
financial results for 1999 therefore include results of operations that we no
longer have. Although we no longer include Netzee's operations in our financial
results on a combined basis, we record a relative percentage of the operating
income and losses of Netzee in a single line item on our statement of
operations, "equity in loss of affiliate." Netzee has a history of losses and
may never become profitable. The impact of Netzee's results of operations on our
financial condition, including our shareholders' equity, is uncertain, and we
cannot be sure that we will benefit from our ownership in Netzee.

If Netzee does not become profitable, it may not be able to repay the loans we
have made and may make to it in the future.

     We provide to Netzee, jointly with John H. Harland Company, an $18.0
million revolving line of credit secured by substantially all of Netzee's
assets. Of the total $18.0 million available to Netzee, we provide approximately
$14.0 million and Harland provides approximately $4.0 million on a pro rata
basis with us provided that we are obligated to advance the last $1.0 million
without Harland's participation. As of March 25, 2002, the total amount
outstanding on InterCept's loans to Netzee was approximately $10.5 million. We
may lend additional amounts to Netzee to fund its working capital needs or
operations. Netzee has a history of losses and may never become profitable. As a
result, Netzee may be unable to repay the loans we made to it, which would
reduce the value of our investment in Netzee and our shareholders' equity.

Our relationship with Netzee presents potential conflicts of interest, which may
result in decisions that favor Netzee over our shareholders.

     Because Netzee and InterCept are both engaged in the sale of technology
products and services to community financial institutions, numerous potential
conflicts of interest exist between our companies. We compete with each other
when offering some products and services to potential customers. Our bylaws
contain provisions addressing potential conflicts of interest between us and
Netzee and the allocation of



                                       39

<PAGE>

transactions that, absent the allocation, could constitute corporate
opportunities of both companies. Under these provisions, Netzee may take
advantage of a corporate opportunity rather than presenting that opportunity to
us, absent a clear indication that the opportunity was directed to us rather
than to Netzee.

     Our existing and future agreements and relationships with Netzee have not
resulted and will not necessarily result from arm's length negotiations. Two of
our directors serve as directors and are significant shareholders of Netzee. One
of those directors, Donny R. Jackson, was our President until October 2000 and
is currently the Chief Executive Officer of Netzee. John W. Collins, our
Chairman and Chief Executive Officer, is the Chairman of the Board of Directors
of Netzee. When the interests of Netzee diverge from our interests, Netzee's
officers and directors may exercise their influence in Netzee's best interests.
Therefore, our agreements and relationships with Netzee may be less favorable to
us than those that we could obtain from unaffiliated third parties. Moreover,
many of the transactions between Netzee and us do not lend themselves to precise
allocations of costs and benefits. Thus, the value of these transactions will be
left to the discretion of the parties, who are subject to potentially
conflicting interests.

     Other than the provisions of our bylaws relating to corporate
opportunities, the only mechanism in place to resolve these conflicts of
interest is our policy that transactions with affiliated parties be approved by
a majority of our disinterested directors. Nevertheless, due to the extensive
relationships between Netzee and us, we may make decisions that potentially
favor Netzee or its affiliates at the expense of our shareholders. Furthermore,
Georgia law may prohibit you from successfully challenging these decisions if
the decision receives the affirmative vote of a majority, but not less than two,
of our disinterested directors who received full disclosure of the existence and
nature of the conflict.

The inability of Netzee to continue as a going concern, or its receipt of an
audit report from its independent auditors that is qualified to that effect, or
to continue trading on the Nasdaq National Market could materially affect the
price of our common stock.

     Because of our significant ownership interest in Netzee, Netzee's low stock
price and concerns about its financial viability may affect our stock price.
Nasdaq has notified Netzee that it is out of compliance with Nasdaq's $5.0
million minimum market value requirements. If Netzee fails to comply with this
requirement, it will be subject to delisting. The value of our minority interest
in Netzee is based in part on the fair market value of Netzee's common stock as
reported on the Nasdaq National Market. As of December 31, 2001, the carrying
value of our investment in Netzee was $1.5 million, which was less than the
market value of $1.6 million as of that date. As of March 25, 2002, the market
value of our investment in Netzee is approximately $560,000. If Netzee becomes
unable to continue as a going concern, we will have to write down the carrying
values of our investment in and our outstanding advances to Netzee. If we take
these actions, our stock price may be adversely affected.

We could face liabilities due to our large stock ownership of Netzee and the
number of our directors who also serve as directors of Netzee.

     Because we own approximately 28% of Netzee's outstanding common stock and
two of Netzee's six directors are also directors of InterCept, we could be
subject to various liabilities related to Netzee's business and operations. For
example, if Netzee were sued in a lawsuit, we could be named a co-defendant as a
result of our ownership interest in and director relationships with Netzee.
Although we do not believe that would be proper cause for us to be liable, any
lawsuit in which we are a named defendant could result in large litigation
expenses and distract us from running our business while we defend our position.



                                       40

<PAGE>

RISKS RELATED TO OUR INDUSTRY

Because many of our competitors have significantly greater resources than we do,
we may be unable to gain market share.

     Because our business includes a variety of products and services, we
generally face different competitors within each area of our business. In our
core banking and data processing business, we compete with numerous companies
that have national operations and significant assets. Our principal EFT
competitors include regional ATM networks, regional and local banks that perform
processing functions, non-bank processors and other independent technology and
data communications organizations. In each of these areas, many of our
competitors have longer operating histories, greater name recognition and
substantially greater resources than we do. If we compete with them for the same
geographic market, their financial strength could prevent us from capturing
market share in those areas. In addition, the competitive pricing pressures that
would result from an increase in competition from these companies could have a
material adverse effect on our business, financial condition and results of
operations. Some of our competitors have established cooperative relationships
among themselves or with third parties to increase their ability to address
customer needs. Accordingly, new competitors or alliances among competitors may
emerge and rapidly acquire significant market share.

     We cannot assure you that we will be able to compete successfully with
existing or new competitors. If we fail to adapt to emerging market demands or
to compete successfully with existing and new competitors, our business,
financial condition and results of operations would be materially adversely
affected.

If current legal actions against Visa and MasterCard result in a reduction of
the interchange fees those companies may charge, our revenues may decrease.

     We generate a significant amount of revenue from interchange fees, which
are the interbank fees paid by merchants when they accept credit and debit
cards. The interchange fees are set by Visa and MasterCard. Visa and MasterCard
have been sued by the Department of Justice, or DOJ, for alleged violation of
the Federal antitrust laws arising out of their respective functionally
identical policies of (a) allowing members in the respective organization to
issue cards participating in the other organization's system, and (b)
prohibiting their members from issuing cards in competing systems other than
Visa, MasterCard or Citigroup, the largest owner/member of Visa and MasterCard.
The potential impact of this litigation on us depends upon whether or not the
DOJ is successful, and if it is successful, the relief ordered by the court.

     Visa and MasterCard also have been sued in a class action case brought by
merchants who allege that Visa and MasterCard's tying rules - which require
merchants who accept Visa and MasterCard credit cards to accept all cards
associated with their logos, including debit cards - violate antitrust laws. The
merchants contend that the Visa and MasterCard interchange fees for debit cards
are too high and that they should be able to choose whether to accept those
debit cards. If this class action lawsuit is successful and the interchange fees
that Visa and MasterCard charge merchants are reduced, the revenues that we
derive from interchange fees could be materially reduced.


                                       41

<PAGE>

Community financial institutions are subject to industry consolidation, and we
may lose customers with little notice.

     We market our products and services primarily to community financial
institutions. Many large financial institutions perform their own transaction
processing and data communications management and therefore do not use third
party providers like us. The banking industry is prone to consolidations that
result from mergers and acquisitions. Our existing customers may be acquired by
or merged with other financial institutions. Any purchase or merger may result
in a lost customer for us because the acquiring financial institution may not
use our products and services. Although we have included in most of our
contracts a charge for early termination of the contract without cause, these
charges would be insufficient to replace the recurring revenues that we would
have received if the financial institution had continued as a customer.

The banking industry is highly regulated, and changes in banking regulations
could negatively affect our business.

     Our banking customers are subject to the supervision of several state and
federal government regulatory agencies. If bank regulations change, or if new
regulations are adopted to regulate the products and services offered or used by
community financial institutions, we could suffer an increase in the costs of
providing our products and services. Moreover, if any new or revised regulations
diminish the need for our services, we could lose customers and suffer a decline
in revenues.

We are subject to government and private regulation, and an increase in
regulatory requirements or tax burdens could place a strain on our business.

     Various federal and state regulatory agencies examine our data processing
operations from time to time. These agencies can make findings or
recommendations regarding various aspects of our operations, and we generally
must follow those recommendations to continue our data processing operations. If
we fail to comply with these regulations, our operations and processing revenues
could be negatively affected.

     Our ATM network operations are subject to federal regulations governing
consumers' rights. Fees charged by ATM owners are currently regulated in several
states, and legislation regulating ATM fees has been proposed in several other
states. Additional legislation may be proposed and enacted in the future, or
existing consumer protection laws may be expanded to apply to ATM fees. If the
number of ATMs decreases as a result of such legislation, then our EFT revenues
may decline. Furthermore, we are subject to the regulations and policies of
various ATM and debit card associations and networks. If we lost our privileges
to provide transaction processing services across these networks, our revenues
from ATM and debit card transaction processing would decrease significantly.

     As a transaction processing company, we may be subject to state taxation of
certain portions of the fees charged for our services. Application of this tax
is an emerging issue in the industry, and the states have not yet adopted
uniform guidelines implementing these regulations. If we are required to bear
all or a portion of these costs and are unable to pass these costs through to
our customers, our financial condition and results of operations would be
adversely affected.



                                       42

<PAGE>

RISKS RELATED TO OUR PENDING ACQUISITIONS OF IBILL AND EPX

Our revenues from the sale of services to merchants who use Visa and MasterCard
are dependent upon our continued Visa and MasterCard certification and financial
institution sponsorship, and loss or suspension of this certification and
sponsorship could adversely affect our business.

     To provide our transaction processing services, we must be designated a
certified processor by, and be a member service provider of, MasterCard and be
designated as an independent sales organization of Visa. This designation
depends on our being sponsored by member clearing banks of both organizations
and our continuing adherence to the standards of the Visa and MasterCard
associations. The member financial institutions of Visa and MasterCard, some of
which are our competitors, set the standards with which we must comply. If we
fail to comply with these standards, our designation as a certified processor, a
member service provider or an independent sales organization could be suspended
or terminated. The termination of our member service provider status or our
status as a certified processor, or any changes in the Visa and MasterCard rules
that prevent our registration, or otherwise limit our ability to provide
transaction processing and marketing services for the Visa or MasterCard
organizations, would result in the loss of business from Visa or MasterCard
issuing customers, and lead to a severe reduction in our revenues.

If our charge-back rate becomes excessive, credit card associations can fine us
or terminate our ability to accept credit cards for payment.

     In cases of fraud or disputes between cardholders and merchants, we face
charge-backs when cardholders dispute items for which they have been billed.
Charge-backs may arise from the unauthorized use of the cardholder's name or
bank account information or from a cardholder's claim that a merchant failed to
perform. If a billing dispute between a credit card holder and a merchant is not
resolved in favor of the merchant, the transaction is normally charged back to
the merchant, and the purchase price is refunded to the cardholder. If our
charge-back rate becomes excessive, credit card associations can fine us or
terminate our ability to accept credit cards for payment. If we are prohibited
from accepting credit cards for payment, our ability to compete could be
impaired and our business would suffer.

     In the third quarter of 2001, Visa determined that iBill violated its
operating rules by having excessive charge-backs which resulted in fines. We may
incur excessive charge-backs in the future that could result in additional fines
or the termination of our ability to accept credit cards for payment, either of
which would adversely affect our financial condition and results of operations.

Changes in card association fees, products or practices could increase our costs
or otherwise limit our operations.

     From time to time, Visa, MasterCard, Discover, American Express and Diners
Club increase the organization and/or processing fees (known as interchange
fees) that they charge for each transaction using their card. For example, in
April 1999 Visa and MasterCard increased their fees by up to 10%. Competitive
pressures might force us to absorb a portion of those increases in the future,
which would increase our operating costs and reduce our margins. Furthermore,
the rules and regulations of the various card associations and networks
prescribe certain capital requirements. Any increase in the capital level
required would further limit our use of capital.

Online payment processing systems might be used for illegal or improper
purposes, which could expose us to additional liability and harm our business.

     Despite our efforts to review and monitor the types of transactions we
process, all online payment processing systems remain susceptible to potentially
illegal or improper uses. These may include


                                       43

<PAGE>

illegal online gaming, fraudulent sales of goods and services, software and
other intellectual property piracy, child pornography trafficking, prohibited
sales of alcoholic beverages and tobacco products and online securities fraud.
Our business could suffer if customers use our system for illegal or improper
purposes.

Our product features may infringe claims of third-party patents, which could
affect our business and profitability.

     We could be sued for patent infringement. If we are unable to defend
ourselves successfully against these lawsuits, we could be required to
restructure our payment system, stop offering our payment product altogether, or
pay substantial damages. If all or any portion of our service were found to
infringe a patent and we are unable to obtain a license, or if a preliminary
injunction were issued, we could be required to restructure our payment system,
stop offering our payment product altogether, or pay substantial damages, which
could have a material adverse effect on our business, prospects, results of
operations and financial condition. We could be sued at any time in the future
by persons claiming patent infringement. iBill is presently defending a patent
infringement lawsuit. If all or any portion of our services were found to
infringe this patent, we could be required to restructure our payment system,
stop offering our payment product altogether or pay substantial damages. Even if
we prevail in a lawsuit, litigation can be expensive and can consume substantial
amounts of management time and attention.

Because some of the transactions iBill processes are for the adult entertainment
industry, our reputation with our customers and in the investment community may
be harmed and the price of our common stock may decline.

     iBill processes transactions for merchants in many different industries,
including the adult entertainment industry. Certain current and potential
customers as well as investors, lenders, and others may be reluctant or refuse
to do business with us, participate in the market for our common stock, provide
financing, or offer related services because we process transactions for the
adult entertainment industry. This may negatively affect our business, financial
results, the price of our common stock or limit our ability to raise capital in
the future.

Our customers may not adopt our online payment methods as soon as we intend,
which would limit our growth and may cause our stock price to decline.

     Our future profitability will depend, in part, on our ability to implement
our strategy to increase adoption of our online payment methods. We cannot
assure you that the relatively new market for online payment mechanisms will
remain viable. We expect to invest substantial amounts to:

     o    drive merchant awareness of electronic payments;

     o    encourage merchants to sign up for and use our electronic payment
          products;

     o    enhance our infrastructure to handle seamless processing of
          transactions;

     o    continue to develop our technology; and

     o    diversify our customer base.

     We may fail to increase the adoption of our electronic payment methods as
we intend, which would adversely impact revenues and cause our business to
suffer.


                                       44

<PAGE>


We face strong competition in the merchant processing and online processing
businesses.

     In our online processing business we will compete with other online
processing companies like Global Payment Technologies, Inc. and PayPal, Inc. In
our merchant processing business, we will compete with large merchant processors
like Chase Merchant Systems, National Processing, Paymentech, U.S. Bancorp,
First Data, Concord EFS and others. In each of these areas, many of our
competitors have longer operating histories, greater name recognition and
substantially greater resources than we do. We cannot assure you that we will be
able to compete successfully with these and other existing or new competitors.

OTHER RISKS OF OWNING OUR STOCK

A few people control a large portion of our stock and may vote their shares in
ways contrary to your interests.

     Our executive officers and directors beneficially own approximately 21.2%
of our outstanding common stock as of March 15, 2002. As a result, our executive
officers and directors can exercise control over our company and have the power
to influence the election of a majority of the directors, the appointment of
management and the approval of actions requiring a majority vote of our
shareholders. Their interests may conflict with your interest as a shareholder,
and they could use their power to delay or prevent a change in control, even if
a majority of the shareholders desired a change.

Future sales of shares of our common stock may negatively affect our stock
price.

     To carry out our growth strategies, we plan to acquire other businesses and
products using a combination of our stock and cash, and we may also sell
additional shares of our stock to raise money for expanding our operations.
Sales of substantial amounts of common stock in the public market or the
prospect of such sales could adversely affect the market for our common stock.
These sales also might make it more difficult for us to sell equity securities
in the future at a time and price that we deem appropriate. As of March 1,
2002, we had 18,143,033 shares of common stock outstanding and options
outstanding to acquire an additional 3,088,817 shares of common stock. If SLM
earns any portion or all of the 392,140 shares of our common stock potentially
issuable to it under our purchase agreement with SLM, your ownership interest in
our company would be diluted. Additionally, we have reserved 500,000 shares of
common stock for issuance pursuant to our employee stock purchase plan which
became effective on July 1, 2001, and any issuance pursuant to this plan would
also dilute your ownership interest in our company.

The failure to sustain our current growth rates or to achieve expected growth
rates could adversely affect the price of our common stock.

     We have experienced significant growth since our inception. Our revenues
have increased from $33.3 million in 1998 to $130.8 million in 2001. This
revenue growth is attributed to both the internal growth of our business, as
well as revenue growth achieved through acquisitions we have completed. Either
our internal growth rate or our total growth rate, or both, may decline
significantly in the future due to factors within or beyond our control. Our
failure to sustain current growth rates, or achieve growth rates expected by
stock market analysts, could have a material adverse impact on the trading price
of our common stock.


                                       45

<PAGE>

Georgia law, our articles of incorporation and bylaws and some of our employment
agreements contain provisions that could discourage a third party from
attempting to acquire your shares at a premium to the market price.

     Some provisions of our articles of incorporation, our bylaws and Georgia
law make it more difficult for a third party to acquire control of our company,
even if a change in control would be beneficial to our shareholders. Some of our
executive officers have entered into employment agreements with us that contain
change in control provisions. These provisions may discourage or prevent a
tender offer, proxy contest or other attempted takeover. In addition, we have in
the past and may in the future create and issue new classes of preferred stock
that have greater rights than our common stock. These superior rights may
include greater voting rights, entitlement to dividends and preferential
treatment in the event of a change in control, liquidation, consolidation or
other circumstances. Any shares of preferred stock that we issue may discourage
a third party from attempting to acquire our shares of common stock at a premium
price.

     We cannot predict every event and circumstance that may impact our business
     ---------------------------------------------------------------------------
and, therefore, the risks and uncertainties discussed above may not be the only
-------------------------------------------------------------------------------
ones you should consider. The risks and uncertainties discussed above are in
----------------------------------------------------------------------------
addition to those that apply to most businesses generally. In addition, as we
-----------------------------------------------------------------------------
continue to grow our business, we may encounter other risks of which we are not
-------------------------------------------------------------------------------
aware at this time. These additional risks may cause serious damage to our
--------------------------------------------------------------------------
business in the future, the impact of which we cannot estimate at this time.
---------------------------------------------------------------------------

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

     We do not use derivative financial instruments in our operations or
investments and do not have significant operations subject to fluctuations in
foreign currency exchange rates. Borrowings under the First Union credit
facility accrue interest at a fluctuating rate based either upon the lender's
prime rate or LIBOR. As of March 15, 2002, no borrowings were outstanding under
this facility. Any future borrowings will increase our exposure to interest rate
fluctuations. Changes in interest rates that increase the interest rate on the
credit facility would make it more costly to borrow under that facility and may
impede our acquisition and growth strategies if we determine that the costs
associated with borrowing funds are too high to implement these strategies.
Additional loans to Netzee may increase the amount outstanding under this
facility.

     We have loaned SLM $7.0 million and we have a $14.0 million line of credit
to Netzee. As of March 25, 2002, $10.5 million was outstanding on the Netzee
line of credit. Changes in interest rates that decrease the interest rates on
these loans will decrease our interest income.

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

     We refer you to our Consolidated Balance Sheets, Consolidated Statements of
Operations, Consolidated Statements of Changes in Shareholders' Equity,
Consolidated Statements of Cash Flows, Notes to Consolidated Financial
Statements, and Report of Independent Public Accountants attached hereto as
pages F-1 through F-26.

ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
          FINANCIAL DISCLOSURE.

     None.


                                       46

<PAGE>

                                    PART III

     As permitted by applicable SEC rules, we have omitted some information
required by Part III from this annual report because we will file a definitive
proxy statement pursuant to Regulation 14A of the Securities Exchange Act of
1934 not later than 120 days after the end of the financial year covered by this
annual report. Some information to be included in that proxy statement is
incorporated by reference into this annual report.

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

     The information required by Item 10 is incorporated by reference from our
proxy statement for the 2002 annual meeting of shareholders under the heading
"Election of Directors (Proposal 1)."

ITEM 11.  EXECUTIVE COMPENSATION.

     The information required by Item 11 is incorporated by reference from our
proxy statement for the 2002 annual meeting of shareholders under the heading
"Executive Compensation," except for those portions relating to our compensation
committee's report on executive compensation and to our comparative performance.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     The information required by Item 12 is incorporated by reference from our
proxy statement for the 2002 annual meeting of shareholders under the heading
"Security Ownership."

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     The information required by Item 13 is incorporated by reference from our
proxy statement for the 2002 annual meeting of shareholders under the heading
"Corporate Governance."


                                       47

<PAGE>

                                     PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

(a)       1. Financial Statements

          Our consolidated financial statements as of December 31, 2000 and 2001
          and for each of the three years in the period ended December 31, 2001,
          together with the report thereon of Arthur Andersen LLP, dated
          February 15, 2002, appear on pages F-1 to F-26 of this Annual Report
          and are incorporated into this Item by reference.

          2001  Financial Statement Schedules

          REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON FINANCIAL STATEMENT
          SCHEDULE

          To InterCept, Inc.:

          We have audited in accordance with auditing standards generally
          accepted in the United States, the financial statements of InterCept,
          Inc. (formerly The InterCept Group, Inc.) included in this Form 10-K
          and have issued our report thereon dated March 29, 2002. Our audit was
          made for the purpose of forming an opinion on the basic financial
          statements taken as a whole. The foregoing schedule is the
          responsibility of the company's management and is presented for
          purposes of complying with the Securities and Exchange Commission's
          rules and is not part of the basic financial statements. This schedule
          has been subjected to the auditing procedures applied in the audit of
          the basic financial statements and, in our opinion, fairly states in
          all material respects the financial data required to be set forth
          therein in relation to the basic financial statements taken as a
          whole.

          /s/ Arthur Andersen LLP

          Atlanta, Georgia
          March 29, 2002

          The following financial statement schedule of the registrant and
          related independent auditors' report are included in this Report on
          Form 10-K:

                                                                          Page
                                                                          ----
          Independent Auditors' Report                                     F-2
          Schedule II-Valuation and Qualifying Accounts                    48

          All other schedules are omitted because they are not applicable or the
          required information is shown in the consolidated financial statements
          or notes thereto.

          The registrant owns 28% of the outstanding common stock of Netzee,
          Inc. The consolidated financial statements of Netzee, Inc. as of
          December 31, 2000 and 2001 and for each of the three years in the
          period ended on December 31, 2001, together with the report thereon of
          Arthur Andersen LLP, dated February 15, 2002, with the exception of
          preferred stock and lines of credit in Note 21 which is dated
          March 29, 2002, are filed as Exhibit 99.2 to this Annual Report.

          Schedule II Valuation and Qualifying Accounts (in thousands)
<TABLE>
<CAPTION>

                                        Beginning      Acquisition     Charges to                     Ending
              Description               Balance        reserves        Expense         Deductions     Balance
              -----------               ---------      -----------     ----------      ----------     -------
<S>                                     <C>            <C>             <C>             <C>            <C>
              1999 Restructuring
              reserve related to
              acquisition                 $110           $100            $  0              $159         $ 51

              2000 Restructuring
              reserve related to
              acquisition                 $ 51           $  0            $  0              $ 51         $  0

              2001 Restructuring
              reserve related to
              acquisition                 $  0           $  0            $281              $ 52         $229

</TABLE>




                                       48

<PAGE>

<TABLE>
<CAPTION>
                                        Beginning      Acquisition     Charges to                     Ending
              Description               Balance        Reserves        Expense         Writeoffs      Balance
              -----------               ---------      -----------     ----------      ---------      -------
<S>                                       <C>          <C>             <C>             <C>            <C>
              1999 Allowance for
              Doubtful Accounts           $170           $190(a)         $125             $ (99)        $386

              2000 Allowance for
              Doubtful Accounts            386              0             903              (648)         641

              2001 Allowance for
              Doubtful Accounts            641            300(a)          918              (913)         946

</TABLE>
              (a)  Amounts associated with current year acquisitions.

(b)       Reports on Form 8-K.

     On December 24, 2001, the registrant reported under Item 5 of Form 8-K a
loan to SLMsoft.com Inc.

(c)       Exhibits

     The exhibits listed in the accompanying exhibit index are filed as part of
this Annual Report on Form 10-K.


                                       49

<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) 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.

                                   InterCept, Inc.

                                   By: /s/ John W. Collins
                                   ---------------------------------------------
                                           John W. Collins
                                           Chairman and Chief Executive Officer

                                           Date: March 29, 2002

                                POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints jointly and severally, John W. Collins
and Scott R. Meyerhoff, and each one of them, his attorneys-in-fact, each with
the power of substitution, for him in any and all capacities, to sign any and
all amendments to this Annual Report on Form 10-K and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each said attorney-in-fact, or his substitute or substitutes, may do or cause to
be done by virtue hereof.

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signatures                                   Title                                   Date
----------                                   -----                                   ----
<S>                                          <C>                                     <C>

/s/ John W. Collins                          Chairman of the Board and Chief         March 29, 2002
------------------------------------------
    John W. Collins                          Executive Officer (principal
                                             executive officer)

/s/ Scott R. Meyerhoff                       Senior Vice President, Chief            March 29, 2002
------------------------------------------
    Scott R. Meyerhoff                       Financial Officer and Secretary
                                             (principal financial and
                                             accounting officer)

/s/ Donny R. Jackson                          Director                               March 28, 2002
------------------------------------------
     Donny R. Jackson

/s/ Jon R. Burke                             Director                                March 28, 2002
------------------------------------------
    Jon R. Burke

/s/ Boone A. Knox                            Director                                April, 1, 2002
------------------------------------------
    Boone A. Knox

</TABLE>


                                       50

<PAGE>

<TABLE>
<CAPTION>
<S>                                          <C>                                     <C>
/s/ John D. Schneider, Jr.                   Director                                March 28, 2002
------------------------------------------
    John D. Schneider, Jr.

/s/ Glenn W. Sturm                           Director                                March 29, 2002
------------------------------------------
    Glenn W. Sturm
</TABLE>

                                       51

<PAGE>


                                 INTERCEPT, INC.

                                AND SUBSIDIARIES

                      (FORMERLY THE INTERCEPT GROUP, INC.)

                        CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 1999, 2000 AND 2001




                                TABLE OF CONTENTS

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

FINANCIAL STATEMENTS

         Consolidated Balance Sheets as of December 31, 2000 and 2001 (as
         revised for 2000)

         Consolidated Statements of Operations for the Years Ended December 31,
         1999, 2000, and 2001 (as revised for 1999 and 2000)

         Consolidated Statements of Changes in Shareholders' Equity for the
         Years Ended December 31, 1999, 2000, and 2001 (as revised for 1999 and
         2000)

         Consolidated Statements of Cash Flows for the Years Ended December 31,
         1999, 2000, and 2001 (as revised for 1999 and 2000)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


                                      F-1


<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To InterCept, Inc.:


We have audited the accompanying consolidated balance sheets of InterCept, Inc.
(formerly The InterCept Group, Inc.) (a Georgia corporation) AND SUBSIDIARIES as
of December 31, 2000 and 2001 (2000 as revised - see Note 2) and the related
consolidated statements of operations, changes in shareholders' equity, and cash
flows for each of the three years in the period ended December 31, 2001 (1999
and 2000 as revised - see Note 2). These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of InterCept, Inc. and
subsidiaries as of December 31, 2000 and 2001 and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 2001 in conformity with accounting principles generally accepted in
the United States.

/s/ Arthur Andersen LLP



Atlanta, Georgia
March 29, 2002


                                      F-2

<PAGE>

                                 INTERCEPT, INC.
                                AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 2000 AND 2001
                      (in thousands, except share amounts)

<TABLE>
<CAPTION>

                                                                                  December 31,      December 31,
                                    ASSETS                                            2000              2001
----------------------------------------------------------------------------     -------------     -------------
                                                                                  (as revised)
<S>                                                                              <C>               <C>
CURRENT ASSETS:
   Cash and cash equivalents                                                     $     8,061         $  24,917
   Short-term investments                                                             37,484            50,289
   Accounts receivable, less allowance for doubtful accounts of $641 and
      $946 in 2000 and 2001, respectively                                              9,960            20,271
   Current portion of advances to SLM                                                  5,000             7,025
   Deferred tax assets                                                                 1,666             1,470
   Inventory, prepaid expenses, and other                                              3,023             8,973
                                                                                ------------      ------------
            Total current assets                                                      65,194           112,945

PROPERTY AND EQUIPMENT, net                                                           16,883            28,108
INTANGIBLE ASSETS,  net                                                               24,786           128,204
ADVANCES TO NETZEE, (Note 13)                                                         15,000            10,118
INVESTMENT IN AFFILIATE (Note 4)                                                      17,729             1,462
OTHER NONCURRENT ASSETS                                                                2,534             2,431
                                                                                ------------      ------------
                                                                                    $142,126          $283,268
                                                                                ============      ============
                   LIABILITIES AND SHAREHOLDERS' EQUITY
----------------------------------------------------------------------------
CURRENT LIABILITIES:

   Current maturities of long-term debt                                         $         45      $          0
   Accounts payable and accrued liabilities                                            3,188            10,143
   Deferred revenue                                                                    5,054             9,315
                                                                                ------------      ------------
            Total current liabilities                                                  8,287            19,458

LONG-TERM DEBT, less current maturities                                                4,513               465

DEFERRED TAX LIABILITY                                                                 7,201             2,867

DEFERRED REVENUE                                                                         453               445
                                                                                ------------      ------------
            Total liabilities                                                         20,454            23,235
                                                                                ------------      ------------
MINORITY INTEREST                                                                        202               222
                                                                                ------------      ------------
COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY:

   Preferred stock, no par value; 1,000,000 shares authorized, none
      issued and outstanding in 2000 and 2001, respectively                                0                 0
   Common stock, no par value; 50,000,000 shares authorized, 13,197,139
      and 18,086,766 shares issued and outstanding in 2000 and 2001,
      respectively                                                                   109,340           243,293
   Retained earnings                                                                  12,127            16,571
   Accumulated other comprehensive income (loss)                                           3               (53)
                                                                                ------------      ------------
            Total shareholders' equity                                               121,470           259,811
                                                                                ------------      ------------
                                                                                    $142,126          $283,268
                                                                                ============      ============

            The accompanying notes are an integral part of these consolidated balance sheets.
</TABLE>
                                       F-3

<PAGE>

                                 INTERCEPT, INC.
                                AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
              FOR THE YEARS ENDED DECEMBER 31, 1999, 2000, AND 2001
                    (in thousands, except per share amounts)

<TABLE>
<CAPTION>

                                                                                   Year Ended December 31
                                                                            ---------------------------------------
                                                                                1999          2000          2001
                                                                            ------------  ------------   ----------
                                                                            (as revised)  (as revised)
<S>                                                                          <C>           <C>           <C>
REVENUES:
   Service fee income                                                         $39,677       $ 55,289      $114,590
   Data communications management income                                        5,163          6,002         7,424
   Equipment and product sales, services, and other                             7,519          8,348         8,758
                                                                              -------       --------      --------
            Total revenues                                                     52,359         69,639       130,772
                                                                              -------       --------      --------
COSTS OF SERVICES:

   Cost of service fee income                                                  11,145         16,198        42,745
   Cost of data communications management income                                3,561          4,404         5,528
   Cost of equipment and product sales, services, and other                     5,746          6,350         6,724
                                                                              -------       --------      --------
            Total costs of services                                            20,452         26,952        54,997

SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES                                  20,992         27,017        42,504

DEPRECIATION AND AMORTIZATION                                                   4,462          4,403        11,483
                                                                              -------       --------      --------
            Total operating expenses                                           45,906         58,372       108,984
                                                                              -------       --------      --------
OPERATING INCOME                                                                6,453         11,267        21,788

INTEREST EXPENSE                                                                 (718)          (202)         (540)

INTEREST AND OTHER INCOME, NET                                                 39,890         12,027         3,207
                                                                              -------       --------      --------
INCOME BEFORE PROVISION (BENEFIT) FOR INCOME TAXES, EQUITY IN LOSS
   OF AFFILIATE, AND MINORITY INTEREST                                         45,625         23,092        24,455

PROVISION (BENEFIT) FOR INCOME TAXES                                           12,804         (2,454)        3,144

EQUITY IN LOSS OF AFFILIATE                                                   (15,352)       (30,710)      (16,848)

MINORITY INTEREST                                                                (120)           (28)          (19)
                                                                              -------       --------      --------
NET INCOME (LOSS)                                                              17,349         (5,192)        4,444

OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX:

   Unrealized holding losses arising during period                                (94)           (89)          (56)
                                                                             --------       --------      --------
            Total comprehensive income (loss)                                 $17,255       $ (5,281)     $  4,388
                                                                              =======       ========      ========

NET INCOME (LOSS) PER COMMON SHARE:

   Basic                                                                        $1.72         $(0.41)        $0.29
                                                                              =======       ========      ========

   Diluted                                                                      $1.64         $(0.41)        $0.27
                                                                              =======       ========      ========
</TABLE>

 The accompanying notes are an integral part of these consolidated statements.

                                       F-4


<PAGE>

                                 INTERCEPT, INC.
                                AND SUBSIDIARIES

           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
              FOR THE YEARS ENDED DECEMBER 31, 1999, 2000, AND 2001
                      (in thousands, except share amounts)
<TABLE>
<CAPTION>

                                                                                            Accumulated
                                                                                               Other          Retained
                                                                       Common Stock        Comprehensive      Earnings
                                                                 ----------------------       Income        (Accumulated
                                                                   Shares        Amount       (Loss)          Deficit)       Total
                                                                 ---------     ---------   -------------    ------------   ---------
<S>                                                               <C>          <C>             <C>        <C>            <C>
BALANCE, December 31, 1998                                        9,581,039    $  17,542       $ 186         $    (15)    $  17,713

   Issuance of common stock in connection with exercise of
      stock options                                                  25,416           74           0                0            74
   Common stock dividends                                                 0            0           0              (15)          (15)
   Net income (as revised)                                                0            0           0           17,349        17,349
   Unrealized loss on investments, net                                    0            0         (94)               0           (94)
   Issuance of common stock in connection with acquisitions         844,017       11,998           0                0        11,998
   Income tax benefits related to exercises of stock options              0          129           0                0           129
   Gain related to stock issuance of Netzee subject to put
      option                                                              0       12,914           0                0        12,914
                                                                 ----------    ---------   ---------        ---------      --------

BALANCE, December 31, 1999 (as revised)                          10,450,472       42,657          92           17,319        60,068

   Issuance of common stock in connection with exercise of
      stock options                                                 100,172          707           0                0           707
   Note received from shareholder for exercise of stock
      options                                                             0         (208)          0                0          (208)
   Interest earned on note receivable from shareholder                    0           (8)          0                0            (8)
   Issuance of common stock, net of expenses                      2,650,000       65,528           0                0        65,528
   Retirement of stock at cost                                       (3,505)         (32)          0                0           (32)
   Net loss (as revised)                                                  0            0           0           (5,192)       (5,192)
   Unrealized loss on investments, net                                    0            0         (89)               0           (89)
   Income tax benefits related to exercises of stock options              0          696           0                0           696
                                                                 ----------    ---------   ---------        ---------     ---------
BALANCE, December 31, 2000 (as revised)                          13,197,139      109,340           3           12,127       121,470

   Release of shares held in escrow related to acquisition           17,500            0           0                0             0
   Issuance of common stock in connection with exercise of
      stock options                                                 218,310        2,405           0                0         2,405
   Interest earned on note receivable from shareholder                    0           (5)          0                0            (5)
   Repayment of note received from shareholder for exercise
      of stock options                                                    0          221           0                0           221
   Income tax benefits related to exercises of stock options              0        1,593           0                0         1,593
   Issuance of common stock in connection with acquisitions         946,525       22,032           0                0        22,032
   Net income                                                             0            0           0            4,444         4,444
   Unrealized loss on investments, net                                    0            0         (56)               0           (56)
   Issuance of common stock in connection with the employee
      stock purchase plan                                             7,277          207           0                0           207
   Issuance of stock to directors                                        15            1           0                0             1
   Issuance of common stock, net of expenses                      3,700,000      107,499           0                0       107,499
                                                                 ----------    ---------   ---------        ---------     ---------
BALANCE, December 31, 2001                                       18,086,766     $243,293      $  (53)        $ 16,571      $259,811

</TABLE>

The accompanying notes are an integral part of these consolidated statements.

                                       F-5


<PAGE>

                                 INTERCEPT, INC.
                                AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                FOR THE YEARS ENDED DECEMBER 31, 1999, 2000, 2001
                      (in thousands, except share amounts)
<TABLE>
<CAPTION>


                                                                                    Year ended December 31
                                                                              ------------------------------------
                                                                                 1999          2000         2001
                                                                              ----------     --------    ---------
                                                                             (as revised)  (as revised)
<S>                                                                          <C>             <C>        <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income (loss)                                                          $  17,349      $(5,192)    $   4,444
   Adjustments to reconcile net income (loss) to net cash provided by
      operating activities:
         Depreciation                                                             1,920        2,348         4,437
         Amortization                                                             2,542        2,055         7,046
         Amortization of loan costs                                                   0           68            67
         (Gain) loss on disposal of property and equipment                            0          (15)            8
         Minority interest                                                          120           28            19
         Deferred income tax provision                                            6,851       (7,735)       (3,981)
         Income tax benefit related to the exercise of stock options                129          696         1,593
         Gain due to Netzee equity transactions (Note 3)                        (38,920)      (7,993)         (581)
         Equity in loss of affiliate                                             15,352       30,710        16,848
         Stock compensation charge                                                  480            0             0
         Changes in operating assets and liabilities, net of effects
            of purchase acquisitions:
               Accounts receivable                                               (2,363)      (1,075)      (10,423)
               Inventory, prepaid expenses, and other                               619         (302)       (3,719)
               Other assets                                                         (51)        (171)          212
               Accounts payable and accrued liabilities                             167       (3,252)        2,314
               Deferred revenue                                                     538       (1,131)         (627)
                                                                              ---------     --------     ---------
                 Net cash provided by operating activities                        4,733        9,039        17,657
                                                                              ---------     --------     ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
      Decrease in note receivable                                                    17           22             0
      (Advances to) repayments from SLM for acquisition                               0       (5,000)        5,000
      (Advances to) repayments from Netzee, net                                 (10,957)      (4,043)        4,882
      Advances to SLM under notes receivable, net (Note 13)                           0            0        (4,114)
      Capital contributions to affiliate                                           (155)           0             0
      Purchases of property and equipment, net                                   (4,937)      (7,444)      (10,608)
      Additions to capitalized software                                            (539)        (929)       (1,236)
      Purchase of businesses, net of cash acquired                               (1,222)      (5,020)      (87,933)
      Increase in investments, net                                                 (240)     (38,431)      (12,861)
                                                                              ---------     --------     ---------
                 Net cash used in investing activities                          (18,033)     (60,845)     (106,870)
                                                                              ---------     --------     ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
      Proceeds from notes payable and line of credit                             45,331       16,098       109,760
      Payments on notes payable and line of credit                              (33,312)     (24,363)     (113,853)
      Proceeds from issuance of common stock, net of expenses                        74       66,019       110,107
      Retirement of common stock                                                      0          (32)            0
      Payment of common dividends                                                   (15)           0             0
      Payment of shareholder note                                                     0            0           221
      Payment of debt issuance costs                                               (129)           0          (166)
                                                                              ---------     --------     ---------
                 Net cash provided by financing activities                       11,949       57,722       106,069
                                                                              ---------     --------     ---------
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                             (1,351)       5,916        16,856

CASH AND CASH EQUIVALENTS, beginning of year                                      3,496        2,145         8,061
                                                                              ---------     --------     ---------
CASH AND CASH EQUIVALENTS, end of year                                        $   2,145     $  8,061     $  24,917
                                                                              =========     ========     =========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

   Cash paid for interest                                                     $     750     $    157     $     467
                                                                              =========     ========     =========

   Cash paid for income taxes                                                 $   3,989     $  6,372     $   6,465
                                                                              =========     ========     =========

   Non-cash investing activities:
      InterCept common stock issued for acquisitions, 844,017, 0, and
         946,525 shares in 1999, 2000 and 2001, respectively                  $  11,998     $      0     $  22,032

      Netzee common stock issued for acquisitions, 6,016,137 shares in
         1999                                                                 $  69,086     $      0     $       0


The accompanying notes are an integral part of these consolidated statements.
</TABLE>

                                                     F-6


<PAGE>

                                 INTERCEPT, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                        DECEMBER 31, 1999, 2000, AND 2001
1.   ORGANIZATION AND NATURE OF BUSINESS

     InterCept, Inc. ("InterCept"), formerly The InterCept Group, Inc., is a
     single-source provider of a broad range of technologies, products, and
     services that work together to meet the electronic commerce and operating
     needs of community financial institutions in the United States. Over 1,900
     of these community financial institutions have contracted with InterCept
     for one or more of its technologies, products, and services, which include
     electronic funds transfer transactions, core bank processing systems, check
     imaging systems, and data communications management networks, laser
     document printing and automated mailing services, as well as services
     related to each of these products and systems.

     In February 2000, InterCept completed a public offering of its common
     stock. Proceeds to InterCept from this offering (after deducting expenses
     related to the offering) were approximately $65.5 million. Proceeds of this
     offering were used to pay certain debt, to fund future acquisitions and
     investments, partially to fund the operations of Netzee, Inc. ("Netzee")
     and for other general working capital needs.

     In August and September 2001, InterCept completed a public offering of its
     common stock. Proceeds to InterCept from this offering including the
     overallotment option (after deducting expenses related to the offering)
     were approximately $107.5 million. Approximately $26.4 million of the
     proceeds of this offering were used to pay certain debt and the remainder
     has been or will be used for working capital and other general corporate
     purposes, to fund future acquisitions, and to fulfill InterCept's
     obligations under its revolving line of credit to Netzee.

     InterCept was incorporated on April 30, 1996 and has made several
     acquisitions since inception. See Note 3 for a discussion of these
     acquisitions.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Basis of Presentation

     The consolidated financial statements include the accounts of InterCept and
     its wholly-owned subsidiaries InterCept Communications Technologies, Inc.,
     SBS Data Services, Inc., C-TEQ, Inc., InterCept Services, LLC, ICPT
     Acquisitions I, LLC, DPSC Acquisition Corp., InterCept TX I, LLC, InterCept
     Output Solutions, LP, and InterCept Supply, LP as of December 31, 2001. In
     addition, ProImage, Inc. ("ProImage"), a corporation in which InterCept has
     a 67% ownership interest as of December 31, 2001, has been consolidated in
     InterCept's financial statements since its inception, due to Intercept's
     control of ProImage. Management of InterCept retains responsibility for all
     the day-to-day operations of ProImage and has and will continue to provide
     complete financial support for ProImage due to legal limitations on the
     other shareholder's ability to fund losses. All significant intercompany
     accounts and transactions have been eliminated in consolidation. Minority
     interest represents the minority shareholder's proportionate share of the
     equity and earnings of ProImage. In the third quarter of 1999, Direct
     Access Interactive, Inc. ("Direct Access"), one of InterCept's wholly-owned
     subsidiaries, issued shares of its common stock in connection with several
     transactions discussed in Note 3. Direct Access was then merged into a new
     subsidiary, Netzee, Inc. ("Netzee"), which issued additional shares of
     common stock on September 3, 1999 as discussed in Note 3. As a result of
     these transactions, InterCept's ownership percentage in Netzee decreased to
     approximately 49%. InterCept has accounted for its investment in Netzee
     after September 3, 1999 under the equity method, under which the operations
     of Netzee are recorded on a single line item in the statements of
     operations, "equity in loss of affiliate." Because InterCept provided
     unlimited funding to Netzee until the completion of Netzee's initial public
     offering in

                                      F-7

<PAGE>

     November 1999, all of Netzee's losses prior to the completion of the
     offering are included in that line item rather than InterCept's relative
     percentage of those losses. Following the completion of the initial public
     offering, InterCept has recorded only its relative percentage of Netzee's
     net losses. As of December 31, 2001, InterCept owned approximately 28% of
     Netzee's common stock.

     Revision of Financial Statements

     During 1999 and 2000, Netzee issued shares of common stock at a price above
     book value. In accordance with Staff Accounting Bulletin No. 51, InterCept
     recorded corresponding gains to reflect the increase in the value of the
     shares of Netzee that it owned, which are included in "investment in
     affiliate" on InterCept's balance sheet. Because these gains are not
     taxable until realized, InterCept recorded a deferred tax liability on its
     balance sheet to reflect the amount of estimated tax that would be owed
     upon sale of the shares.

     Since its initial public offering, Netzee has reported operating losses.
     Because InterCept used the equity method to account for its investment in
     Netzee, InterCept recorded its proportionate share of Netzee's losses as a
     reduction to "investment in affiliate," which reduced the book value of the
     investment in Netzee. As InterCept recorded its equity in those losses, a
     deferred tax benefit should have been recorded as a reduction against the
     deferred tax liability recorded previously. As a result, InterCept's
     previously reported results of operations have been revised to reflect a
     deferred tax benefit in 1999 and 2000 as follows:

<TABLE>
<CAPTION>

                                                    1999                         2000
                                          ---------------------------- ---------------------------
                                           As reported   As revised     As reported   As revised
                                          ------------   ----------     -----------   ----------
<S>                                       <C>            <C>            <C>           <C>
     Provision (benefit) for income taxes   $ 20,212     $  12,804      $   9,216     $  (2,454)

     Net income (loss)                      $  9,941     $  17,349      $ (16,862)    $  (5,192)

     Basic earnings (loss) per share        $   0.99     $    1.72      $   (1.32)    $   (0.41)
     Diluted earnings (loss) per share      $   0.94     $    1.64      $   (1.32)    $   (0.41)

</TABLE>

     Use of Estimates

     The preparation of financial statements in conformity with accounting
     principles generally accepted in the United States requires management to
     make estimates and assumptions that affect the reported amounts of assets
     and liabilities and disclosure of contingent assets and liabilities at the
     date of the financial statements and the reported amounts of revenues and
     expenses during the reporting period. Actual results could differ from
     those estimates.

     Cash Equivalents

     InterCept considers all short-term, highly liquid investments with an
     original maturity date of three months or less to be cash equivalents.

     Short-term Investments

     Short-term investments totaled $37.5 million and $50.3 million at December
     31, 2000 and 2001, respectively. InterCept categorizes all of its
     investment securities as available for sale, which are recorded at fair
     value. Unrealized gains and losses on available for sale securities are
     reported net of tax effects as adjustments to shareholders' equity and as a
     component of comprehensive income (loss). Realized gains and losses and
     declines in value judged to be other than temporary are included in
     InterCept's results of operations. The cost of securities sold is based on
     the specific identification method. The majority of InterCept's investments
     represent certificates of deposit, short-term commercial paper and other
     similar investments. Total realized gains related to these investments were
     approximately $6,000 for the year ended December 31, 2001. Gross unrealized
     gains and losses relating to these investments as of December 31, 2001 are
     not significant.

     Property and Equipment

     Property and equipment are recorded at cost and are depreciated using the
     straight-line method over the estimated useful lives of the assets for
     financial reporting purposes. Major additions and improvements are charged
     to the property accounts, while replacements, maintenance, and repairs
     which do not improve or extend the lives of respective assets are expensed
     in the current period. Estimated useful lives for InterCept's assets are as
     follows:

                                      F-8

<PAGE>



            Building and improvements                 3 to 39 years
            Machinery and equipment                   3 to 30 years
            Furniture and office equipment            3 to 10 years
            Software licenses                         3 to 7 years

     Intangible Assets

     Intangible assets include goodwill, customer contracts, capitalized product
     technology, workforce in place, customer lists and relationships, patents
     and trademarks, and a marketing agreement.

     Goodwill

     Goodwill represents the excess of the purchase price over the net tangible
     and identifiable intangible assets of acquired businesses. Goodwill is
     amortized on a straight-line basis over periods of 5 to 40 years.

     Customer Contracts and Relationships

     In connection with certain of InterCept's acquisitions, InterCept allocated
     a portion of the purchase price to acquired customer contracts based on a
     discounted cash flow analysis of the applicable contracts. The estimated
     fair values attributed to the contracts are being amortized over a period
     of 5 years to 20 years, which represented the estimated average remaining
     life of the contracts.

     Product Technology

     Product technology represents software acquired as well as capitalized
     software development costs for software to be sold. Product technology is
     amortized on a straight-line basis over five to ten years.

     InterCept capitalizes software-development costs incurred from the time
     technological feasibility of the software is established as evidenced by
     the completion of a detailed program design until the software is saleable.
     InterCept capitalized $539,000, $929,000 and $1.2 million in capitalized
     software for 1999, 2000 and 2001, respectively. These costs are amortized
     at the greater of the ratio of current product revenue to the total of
     current and anticipated product revenue or on a straight-line basis over
     the estimated economic life of the software, generally five years.
     Amortization of capitalized software development costs begins as products
     are made available for sale or as the related product is put into use.

     Amortization expense totaled approximately $140,000, $235,000, and $703,000
     in 1999, 2000, and 2001, respectively. Research and development costs and
     maintenance costs related to software development are expensed as incurred.

     Customer Lists and Marketing Agreement

     In conjunction with one of InterCept's 2000 acquisitions and four of
     InterCept's 2001 acquisitions, InterCept allocated a portion of the
     purchase price to acquired customer lists and a marketing agreement based
     on estimated revenue streams to be generated from these assets. The
     estimated fair values are being amortized over a period of 7 to 20 years.

     Internally Developed Software Costs

     InterCept applies the provisions of the American Institute of Certified
     Public Accounts ("AICPA") Statement of Position 98-1 ("SOP 98-1"),
     "Accounting for the Costs of Computer Software Developed or Obtained for
     Internal Use." SOP 98-1 requires all costs related to the development of
     internal use software other than those incurred during the application
     development stage to be expensed as incurred. Costs incurred during the
     application development stage are required to be capitalized and amortized
     over the estimated useful life of the software. During 1999, 2000, and
     2001, InterCept capitalized approximately $290,000, $644,000, and $888,000
     of costs related to the development of internal use software. These costs
     are included in purchases of property and equipment, net in the
     accompanying statements of cash flows. As of

                                      F-9

<PAGE>

     December 31, 2001, this development project was still ongoing, and thus
     amortization of these costs has not yet begun.

     Segment Reporting

     InterCept does not disclose segment information as it believes it has only
     one segment. InterCept offers its multiple products and services to the
     same customer base of financial institutions. Additionally, management
     reviews company performance on a consolidated level rather than on a
     product or service level.

     Revenue Recognition

     Revenues include service fees, data communication management fees,
     equipment sales, installation and maintenance, software license fees, and
     software maintenance. Service fee income and data communication management
     fees are recognized as services are performed. Revenue from equipment sales
     and installations is recognized upon installation of the product, and any
     related maintenance revenue is recognized ratably over the period during
     which the services are performed. Revenue from software sales is recognized
     in accordance with AICPA Statement of Position 97-2, "Software Revenue
     Recognition." Licensed hardware and installation revenue is recognized upon
     installation, and maintenance fees are recognized over the term of the
     maintenance period. InterCept sells certain of its software and hardware
     products under five-year, sales-type lease agreements through which
     customers pay five equal advance payments. These leases incorporate the
     initial installation and ongoing license fee for five years. Revenue for
     all lease agreements is deferred and recognized over the period of the
     lease, with the exception of revenue attributable to equipment, which is
     recognized upon installation.

     Minimum Lease Payments Receivable

     As noted above, InterCept sells certain software and hardware products
     under sales-type leases. At December 31, 2001, future minimum lease
     payments receivable under non-cancelable leases are as follows (in
     thousands):

       2002                                                              $361
       2003                                                               332
       2004                                                               183
       2005                                                                66
       2006                                                                 0
                                                                        -----
                Total minimum lease payments receivable                   942
       Less amount representing interest                                 (131)
                                                                        -----
           Present value of net minimum lease payments receivable         811
       Less current maturities of lease payments receivable              (290)
                                                                        -----
       Lease payments receivable, net of current portion                 $521
                                                                        =====

     The current and noncurrent portion of the lease payments receivable is
     included in accounts receivable and other assets, respectively, in the
     accompanying balance sheets.

     Deferred Revenue

     Deferred revenue represents the liability for advanced billings to
     customers primarily related to license fees and maintenance contracts. Such
     amounts are recognized as revenue when the related services are performed.

     Impairment of Long-Lived Assets

     InterCept reviews its long-lived assets for impairment whenever events or
     changes in circumstances indicate that the carrying amount of an asset may
     not be recoverable. An impairment is recognized when the undiscounted
     future cash flows estimated to be generated by the asset are not sufficient
     to recover the unamortized balance of the asset. An impairment loss would
     be recognized based on the difference between the carrying values and
     estimated fair value. The estimated fair value will be determined based on
     either the discounted future cash flows or other appropriate fair value
     methods with the amount of any such deficiency

                                     F-10

<PAGE>

     charged to income in the current year. If the asset being tested for
     recoverability was acquired in a business combination, intangible assets
     resulting from the acquisition that are related to the asset are included
     in the assessment. Estimates of future cash flows are based on many
     factors, including current operating results, expected market trends and
     competitive influences. The Company also evaluates the amortization periods
     assigned to its intangible assets to determine whether events or changes in
     circumstances warrant revised estimates of useful lives.

     Income Taxes

     Deferred tax assets and liabilities are recognized for the future tax
     consequences attributable to differences between the financial statement
     carrying amounts of existing assets and liabilities and their respective
     tax basis. Deferred tax assets and liabilities are measured using enacted
     tax rates expected to apply to taxable income in the years in which those
     temporary differences are expected to be recovered or settled. The effect
     on deferred tax assets and liabilities of a change in tax rates is
     recognized in income in the period that includes the enactment date.

     In the event the future tax consequences of differences between the
     financial reporting bases and the tax bases of InterCept's assets and
     liabilities result in deferred tax assets, an evaluation of the probability
     of being able to realize the future benefits indicated by such asset is
     required. A valuation allowance is provided for a portion of the deferred
     tax assets when it is more likely than not that some portion or all of the
     deferred tax assets will not be realized. In assessing the realizability of
     the deferred tax assets, management considers the scheduled reversals of
     deferred tax liabilities, projected future taxable income, and tax-planning
     strategies.

     Fair Value of Financial Instruments

     The fair value of financial instruments classified as current assets or
     liabilities, including cash and cash equivalents, accounts receivable, and
     accounts payable, approximate carrying value due to the short-term maturity
     of the instruments. The fair value of short-term and long-term debt amounts
     approximate carrying value and are based on their effective interest rates
     compared to current market rates.

     Advertising Costs

     InterCept expenses all advertising costs as incurred.

     Net (Loss) Income Per Common Share

     Basic earnings per share are computed based on the weighted average number
     of total common shares outstanding during the respective periods. Diluted
     earnings per share are computed based on the weighted average number of
     total shares of common stock outstanding, adjusted for common stock
     equivalents.

     Comprehensive Income (Loss)

     Comprehensive income (loss) is the total of net income (loss) and all other
     nonowner changes in shareholders' equity. For the years ended December 31,
     1999, 2000, and 2001, other comprehensive loss consists of unrealized
     holding losses on marketable securities of $150,000, $147,000, and $90,000,
     respectively, net of related tax effects of $56,000, $58,000, and $34,000,
     respectively. There were no gains realized on marketable securities in net
     income (loss) for the year ended December 31, 1999, and thus, there were no
     reclassification adjustments to comprehensive income. Realized gains of
     approximately $8,000 and $6,000 were recognized and reclassified from
     comprehensive income (loss) to interest and other income, net in the
     accompanying statements of operations for the years ended December 31, 2000
     and 2001, respectively.

                                      F-11

<PAGE>


     New Accounting Pronouncements

     In June 2001 the Financial Accounting Standards Board ("FASB") approved
     Statement of Financial Accounting Standards ("SFAS") No. 141, "Business
     Combinations," and SFAS No. 142, "Goodwill and Other Intangible Assets."
     SFAS No. 141 prospectively prohibits the pooling of interest method of
     accounting for business combinations initiated after June 30, 2001. SFAS
     No. 142 requires companies to cease amortizing goodwill that existed at
     June 30, 2001. The amortization of existing goodwill ceased on December 31,
     2001. Any goodwill resulting from acquisitions completed after June 30,
     2001 will not be amortized. SFAS No. 142 also establishes a new method of
     testing goodwill and other indefinite life intangible assets for impairment
     on an annual basis or on an interim basis if an event occurs or
     circumstances change that would reduce the fair value of a reporting unit
     below its carrying value. The adoption of SFAS No. 142 will result in
     InterCept's discontinuation of amortization of its goodwill; however,
     InterCept will be required to test its goodwill for impairment under the
     new standard beginning in the first quarter of 2002, which could have an
     adverse effect on InterCept's future results of operations if an impairment
     occurs. InterCept has not yet completed its impairment analysis.
     Amortization of goodwill for the years ended December 31, 1999, 2000, and
     2001 totaled approximately $592,000, $1,137,000, and $4,034,000,
     respectively.

     In June 2001, the FASB approved SFAS No. 143, "Accounting for Asset
     Retirement Obligations." The statement addresses financial accounting and
     reporting for legal obligations associated with the retirement of tangible
     long-lived assets and the associated asset retirement costs. The statement
     is effective for InterCept's 2003 fiscal year and is not expected to have a
     material effect on InterCept's financial position or results of operations.

     In August 2001, the FASB approved SFAS No. 144, "Accounting for the
     Impairment or Disposal of Long-lived Assets." The statement establishes a
     single accounting model for the impairment or disposal of long-lived
     assets. The statement supersedes FASB Statement No. 121, "Accounting for
     the Impairment of Long-Lived Assets and for Long-Lived Assets to Be
     Disposed Of" and supercedes accounting and reporting under Accounting
     Principles Board Opinion No. 30 for the disposal of a segment of a
     business. The statement is effective for InterCept's 2002 fiscal year and
     will be applied prospectively.

  3. ACQUISITIONS

     On January 11, 1999, InterCept acquired certain assets and assumed certain
     liabilities of Eastern Software, Inc., a provider of loan portfolio
     management software. InterCept paid approximately $450,000, which exceeded
     the net tangible asset value of Eastern Software by approximately $507,000.
     This excess has been allocated to goodwill and is being amortized over a
     period of five years. The results of operations of the acquired business
     have been included in InterCept's financial statements from the date of
     acquisition. The agreement included contingent consideration based on
     future revenues. During 2000 and 2001, approximately $50,000 and $7,000,
     respectively, of contingent consideration was paid and was added to
     goodwill.

     On March 9, 1999, InterCept acquired Direct Access, a provider of telephone
     banking and Internet banking services to financial institutions. InterCept
     issued approximately 151,000 shares of its common stock with a fair market
     value of approximately $1.4 million and assumed long-term debt of
     approximately $300,000. The consideration exceeded the net tangible asset
     value of Direct Access by approximately $1.8 million, which was allocated
     to goodwill and was being amortized over a period of five years. This
     acquisition has been accounted for as a purchase. The results of operations
     of the acquired business have been included in InterCept's consolidated
     financial statements from the date of acquisition until the date of
     deconsolidation discussed below.

     On May 28, 1999, InterCept acquired L.E. Vickers & Associates, Inc. ("LEV")
     and Data Equipment Services, Inc. LEV was a provider of core data
     processing and Data Equipment Services was an equipment and maintenance
     provider. InterCept issued approximately 501,000 shares of its common stock
     with a fair market value of approximately $6.5 million. The consideration
     exceeded the net tangible asset value of LEV and Data Equipment Services by
     approximately $5.4 million, which was allocated to goodwill and is being
     amortized over a period of 20 years. This acquisition has been accounted
     for as a purchase. The results of operations of the acquired business have
     been included in InterCept's financial statements from the date of
     acquisition.

                                      F-12

<PAGE>


     On August 6, 1999, InterCept acquired SBS Data Services, Inc. ("SBS Data"),
     an Alabama corporation that provides core data processing services for
     community financial institutions, in exchange for approximately 192,000
     shares of InterCept's common stock with a fair market value of
     approximately $4.1 million. The consideration exceeded the net tangible
     asset value of SBS Data by approximately $3.8 million. This excess was
     allocated to the following intangible assets with the following
     amortization lives:

         Contracts                         $   400,000      5 years
         Workforce                             100,000      3 years
         Goodwill                            3,300,000      20 years



     At the same time, Direct Access merged with SBS Corporation, an Alabama
     corporation which provided Internet and telephone banking, check imaging,
     and optical storage products and services to community financial
     institutions. Total consideration paid by Direct Access was approximately
     $16.6 million in cash, 2.6 million shares of Direct Access common stock
     valued at $11.50 per share, and repayment of approximately $4.9 million in
     debt owed by SBS Corporation. The former shareholders of SBS Corporation
     had the right to put the shares back to Direct Access at $11.50 per share
     if Direct Access did not complete an initial public offering by August 6,
     2001. The put option expired in November 1999 upon completion of Netzee's
     (formerly Direct Access) initial public offering. To enable Direct Access
     to complete this transaction, InterCept borrowed $21.6 million under its
     line of credit and loaned these funds to Direct Access (Note 13). After the
     merger, Direct Access sold all of the assets of SBS Corporation, other than
     its Internet and telephone banking assets, to InterCept in exchange for
     450,000 shares of Direct Access common stock owned by InterCept.
     InterCept's consideration exceeded the net tangible asset value of the
     acquired assets by approximately $5.3 million. This excess was allocated to
     the following intangible assets with the following amortization lives:

         Contracts                         $   400,000      5 years
         Workforce                             100,000      3 years
         Goodwill                            4,800,000      10 years



     During 2000, InterCept incurred approximately $192,000 of costs related to
     the acquisitions of SBS Data and SBS Corporation, which was added to
     goodwill.

     In August 1999, InterCept formed Netzee, a wholly-owned subsidiary, for the
     purpose of combining Direct Access and several other businesses, as
     discussed below:

         1.    Pursuant to an agreement and plan of merger between Netzee and
               Direct Access, Direct Access merged with and into Netzee. The
               shareholders of Direct Access received one share of Netzee common
               stock for each share of Direct Access common stock they owned.

         2.    Pursuant to an asset contribution agreement between InterCept,
               Netzee, and The Bankers Bank, a Georgia banking corporation,
               Netzee acquired various assets and assumed certain liabilities
               related to the Internet banking division of The Bankers Bank. As
               consideration, Netzee issued 1,361,000 shares of its common stock
               to The Bankers Bank valued at $11.50 per share. Pursuant to an
               asset contribution agreement between InterCept, Netzee, and TIB
               The Independent Banker's Bank ("TIB"), a Texas banking
               association, Netzee acquired various assets and assumed certain
               liabilities related to the Internet banking division of TIB. As
               consideration, Netzee issued 1,361,000 shares of its common stock
               to TIB valued at $11.50 per share. Additional consideration of
               76,000 shares of common stock was issued to a third party for
               $100,000 in connection with these acquisitions.

         3.    Pursuant to an agreement and plan of merger by and among Netzee,
               Dyad Corporation, a Georgia corporation, and certain shareholders
               of Dyad, Dyad merged with and into Netzee. As consideration,
               Netzee paid to Dyad's shareholders approximately $900,000 in cash
               and approximately 618,000 shares of Netzee common stock valued at
               $11.50 per share. Netzee also repaid approximately $3.5 million
               in debt of Dyad at the closing. Based in Norcross, Georgia, Dyad
               develops proprietary loan application and approval and
               fulfillment software.

                                      F-13

<PAGE>

         4.    Netzee also acquired Call Me Bill, LLC, a provider of 24-hour
               electronic bill payment services to financial institutions'
               customers, for $3.3 million in cash. To enable Netzee to complete
               these transactions, InterCept loaned to Netzee approximately $7.3
               million. This loan was in addition to the $21.6 million loaned to
               Netzee, as the successor to Direct Access, in connection with the
               merger of Direct Access and SBS Corporation in August 1999.

     As a result of the issuance of the shares of Netzee in connection with
     these transactions, InterCept's ownership in Netzee decreased to
     approximately 49% on September 3, 1999. Because Netzee issued stock at a
     price in excess of its book value during 1999 and 2000, InterCept's net
     investment in Netzee increased. In 1999, InterCept recognized gains
     totaling approximately $59.7 million related to the increases in
     InterCept's investment value in accordance with Staff Accounting Bulletin
     No. 51. Of this amount, approximately $38.9 million is included in interest
     and other income in the accompanying statements of operations. The
     remaining gain of $20.8 million, net of income tax effects of $7.9 million,
     was recorded directly to equity as it was generated from the issuance of
     puttable stock to SBS Corporation discussed above. This put option expired
     in November 1999 upon the completion of Netzee's initial public offering.
     In 2000 and 2001, InterCept recognized additional gains under SAB No. 51
     totaling approximately $8.0 million and $581,000, respectively, which is
     included in interest and other income in the accompanying statements of
     operations.

     During the first and second quarters of 2000, InterCept completed several
     acquisitions. The consideration exchanged for these acquisitions was
     approximately $4.8 million. The acquisitions were accounted for as
     purchases and accordingly, the purchase prices of each acquisition have
     been allocated to the net tangible and intangible assets acquired based on
     their estimated fair values as of the acquisition date. The results of
     operations of the acquired businesses have been included in InterCept's
     consolidated financial statements from each date of acquisiton. The
     consideration exceeded the net tangible assets acquired by approximately $5
     million. This excess was allocated to the following intangible assets with
     the following amortization lives:

       Customer lists and relationships          $1,350,000    7 to 20 years
       Marketing agreement                          825,000    20 years
       Goodwill                                   2,775,000    7 to 20 years

     During the second quarter of 2001, InterCept paid approximately $333,000 in
     additional consideration related to one of the 2000 acquisitions, the
     payment of which was contingent on future revenue growth. The agreement
     includes additional contingent consideration of approximately $333,000 that
     may be payable in 2002 and $834,000 that may be payable in 2003, depending
     on future revenues. The additional payments will be recorded as purchase
     price consideration if and when they are earned. During 2001, InterCept
     also paid the final payment of $275,000 as well as approximately $130,000
     in acquisition costs related to 2000 acquisitions.

     On August 31, 2000, in a transaction accounted for as a pooling of
     interests, InterCept acquired Advanced Computer Enterprises, Incorporated
     ("ACE"), a provider of core data processing, item capture, and check
     imaging services to community banks. In connection with the acquisition,
     InterCept issued approximately 350,000 shares of its common stock in
     exchange for all of the issued and outstanding shares of common stock of
     ACE. An escrow of 5% of the shares issued or 17,500 shares was established
     to satisfy obligations unknown at the time of closing. These shares were
     all released from escrow during 2001. InterCept's financial statements
     have been restated for all periods presented to include the results of
     operations of ACE. There were no significant changes in accounting policies
     as a result of the merger, and there were no intercompany transactions
     prior to the merger.

     For the year ended December 31, 1999 and the eight months in the period
     ended August 31, 2000, ACE had revenues of $5.1 million and $3.4 million,
     respectively, and net income of $89,000 and $68,000, respectively.

     The following unaudited pro-forma consolidated financial information for
     the year ended December 31, 1999 assumes that the following events had
     occurred on January 1, 1999 (in thousands, except per share amounts):

           o  InterCept's acquisitions of Nova, Advance Data, Direct Access,
              LEV, Data Equipment Services, and SBS Data
           o  InterCept's transfer of 450,000 shares of Direct Access common
              stock in exchange for the nonremote banking operations of SBS
              Corporation

                                     F-14

<PAGE>


           o  InterCept's recording of compensation expense related to equity
              securities issued by Direct Access below fair market value in
              August 1999
           o  InterCept's creation of Netzee and Netzee's merger with Direct
              Access
           o  Netzee's acquisitions of the internet banking operations of TIB
              and The Bankers Bank, Call Me Bill, and Dyad
           o  The deconsolidation of the operations of Netzee from InterCept's
              operations

                             (unaudited, as revised)

                                                                        1999
                                                                      --------

        Revenues                                                      $ 63,356
                                                                      --------
        Income before income taxes, equity in loss of affiliate
        and minority interest                                         $ 46,753
                                                                      --------
        Net loss                                                       $(7,217)
                                                                      --------
        Net loss per common share (diluted)                             $(0.69)
                                                                      --------

     The unaudited pro forma consolidated financial information is not
     necessarily indicative of the actual results that would have occurred had
     the acquisitions been consummated at the beginning of the period presented
     or of future operations of the combined entities. The financial results of
     the businesses acquired in 2000 do not have a material pro forma impact on
     InterCept's historical results of operations for 1999 and 2000 and thus
     have not been included above.

     On January 4, 2001, InterCept acquired certain assets of the check item and
     back office processing division of SLMsoft.com, Inc. ("SLM"). Total
     consideration consisted of $40 million in cash and up to 1,253,942 shares
     of InterCept common stock valued at approximately $28 million. Of the $40
     million cash consideration, InterCept advanced $5 million to SLM in
     December 2000 and paid SLM $32.5 million on January 4, 2001. A total of
     $2.5 million was placed in escrow to satisfy unresolved contingencies
     existing at the closing date and as of December 31, 2001 the balance in the
     escrow is $0. Intercept also paid approximately $548,000 in additional
     acquisition costs in 2001. Of the 1,253,942 shares of common stock, 609,682
     were issued to SLM at closing and 258,388 shares will be kept in escrow for
     up to two years to satisfy unresolved contingencies existing at the closing
     date. As of December 31, 2001, 121,594 of the escrow shares had been issued
     to SLM. The remaining 385,872 shares represent contingent consideration and
     will be recorded as purchase price consideration if and when the
     contingencies are resolved. Through December 31, 2001, InterCept has issued
     an aggregate of 78,455 of those shares as a result of contingencies being
     resolved; 52,071 of the contingent shares have been foregone. The
     consideration for the assets InterCept purchased from SLM exceeded their
     net tangible asset value by approximately $58.2 million, which was
     allocated as follows:

           o  $31.7 million to goodwill amortized over a period of 20 years

           o  $1.5 million to product technology and amortized over a period of
              10 years

           o  $24.5 million to customer relationships and amortized over a
              period of 20 years

           o  $500,000 to workforce and amortized over a period of 4 years

     InterCept has accounted for the acquisition as a purchase. InterCept has
     included the results of operations of the acquired business in its
     financial statements from the date of acquisition. During the second
     quarter of 2001, InterCept announced plans to consolidate the operations of
     its two Houston, Texas, data center facilities, one of which was acquired
     from SLM, into a new facility. The closing and relocating of both
     facilities was completed during the second quarter. In connection with the
     consolidation of the facilities, InterCept recorded a restructuring charge
     of approximately $405,000 during the quarter ended June 30, 2001, which is
     included in selling, general, and

                                      F-15

<PAGE>

     administrative expenses in the accompanying statements of operations.
     The charge includes approximately $93,000 of severance related to several
     employees terminated during the second quarter and approximately $312,000
     of facility closure costs. The facility closure costs include moving
     expenses and other miscellaneous costs incurred after operations ceased in
     addition to the noncancelable operating lease obligation on the existing
     facility. All costs were expensed as incurred with the exception of the
     lease obligation which was accrued. As of December 31, 2001, $229,000 was
     accrued for the lease obligation, which is included in accrued liabilities
     in the accompanying balance sheet. The amount represents the total
     remaining lease payments, less management's estimate of rental income that
     may be received by subleasing the facility during the remaining lease term.

     In February 2001, InterCept acquired DPSC Software, Inc. ("DPSC") from
     Netzee for consideration, which included approximately $14.1 million in
     cash, $79,000 in additional acquisition costs, and the assumption of $2.4
     million of DPSC's net liabilities. InterCept's purchase price exceeded the
     net tangible asset value of DPSC by approximately $15.7 million, which was
     allocated as follows:

           o  $9 million to goodwill and amortized over a period of 16 years

           o  $975,000 to product technology and amortized over a period of
              10 years

           o  $5.1 million to customer contracts and amortized over a period of
              16 years

           o  $100,000 to workforce and amortized over a period of 4 years

           o  $500,000 to patents and trademarks being amortized over 20 years

     InterCept accounted for this acquisition as a purchase.

     During 2001 through June 30, 2001, InterCept completed two other
     acquisitions for total consideration of $7.5 million, net, in cash. The
     consideration exceeded the net tangible asset values of these acquisitions
     by approximately $5.4 million, which was allocated to customer
     relationships and goodwill and is being amortized over periods of 10 to
     16 years and 20 years, respectively. InterCept accounted for these
     acquisitions as purchases. The results of operations of the acquired
     assets are included in InterCept's financial statements from the date of
     acquisition.

     In October 2001, InterCept acquired substantially all of the assets of
     Holmes and Shaw, Inc., and Superior Forms, Ltd. (together, "HSI").
     Consideration for this purchase was approximately $24.2 million cash and
     assumed liabilities. The consideration exceeded the tangible asset values
     of HSI by approximately $23.7 million, which was allocated as follows:

           o  $10.3 million to customer relationships and amortized over a
     period of 7 years

           o  $13.4 million to goodwill

     All goodwill is expected to be deductible for tax purposes.

     In October 2001, InterCept also acquired substantially all of the assets of
     First Item Processing Corporation ("FIP"), a company which provided item
     processing services in Florida. Consideration totaled approximately
     $750,000. The agreement also includes contingent consideration of $206,500
     that will be paid and recorded as purchase price consideration if and when
     the contingencies are resolved. The consideration exceeded the tangible
     asset values of FIP by approximately $848,000 which was allocated as
     follows:

            o  $100,000 to customer relationships and amortized over a period
               of 10 years

            o  $748,000 to goodwill

     All goodwill is expected to be deductible for tax purposes.

                                      F-16

<PAGE>

     The results of the operations of both HSI and FIP have been included in
     InterCept's consolidated financial statements from the date of acquisition.
     The following table summarizes the estimated fair values of the assets
     acquired and liabilities assumed at the date of the acquisitions (in
     thousands).

                                                 HSI          FIP
                                             ----------   ------------

                                                          $
        Current assets                        $   1,147              0
        Property and equipment                      500             33
        Other assets                                 10              0
        Customer relationships                   10,300            100
        Goodwill                                 13,371            748
                                             ----------   ------------
             Total assets acquired               25,328            881
        Current liabilities                      (1,118)          (131)
                                             ----------   ------------
             Net assets acquired              $  24,210     $      750
                                             ==========   ============



     The purchase price allocations for these 2001 acquisitions are preliminary
     and will be completed within one year of the acquisition.

     The following unaudited pro-forma consolidated financial information for
     the years ended December 31, 2000 and 2001 assumes that all 2001
     acquisitions had occurred on January 1, 2000 (in thousands, except per
     share amounts):
<TABLE>
<CAPTION>


                                                                December 31,      December 31,
                                                                    2000              2001
                                                                ------------      ------------
        <S>                                                     <C>               <C>
        Revenues                                                  $127,502          $140,096
        Income before income taxes, equity in loss of               14,300            28,148
            affiliate and minority interest
        Net (loss) income                                          (10,402)            6,730
        Net (loss) income per common share (diluted)              $  (0.77)         $   0.41

</TABLE>

     The unaudited pro-forma consolidated financial information is not
     necessarily indicative of the actual results that would have occurred had
     the acquisitions been consummated at the beginning of the period presented
     or of future operations of the combined entities.

                                      F-17

<PAGE>

4.   INVESTMENT IN AFFILIATE

     Investment in affiliate represents InterCept's interest in Netzee. As of
     December 31, 2001, InterCept owned approximately 28% (944,000 common
     shares) of Netzee. Based on the closing market price of Netzee's common
     stock on December 31, 2001, the investment had a fair market value of
     approximately $1.6 million. As of December 31, 2001, the book value of
     InterCept's investment in Netzee was $1.5 million. In addition, InterCept
     had advances due from Netzee of $10.1 million as of December 31, 2001 (Note
     13). Netzee has a history of losses and may never become profitable.
     InterCept will continue to account for the investment in Netzee under the
     equity method which will result in additional losses on the investment
     until Netzee becomes profitable or until the investment and advances are
     reduced to $0. As of December 31, 2001, Netzee had 500,000 shares of
     preferred stock outstanding which is convertible to 51,384 split adjusted
     shares of common stock subject to certain events, and outstanding stock
     options for 202,973 shares of common stock, all of which could dilute
     InterCept's ownership of Netzee. Summarized financial information of Netzee
     as of December 31, 2000 and 2001 is as follows (in thousands):

                                                      2000           2001
                                                   ---------        -------
        Net revenue                                $  19,912        $25,764
        Operating expense                            115,150         84,386
        Net loss from continuing operations          (96,809)       (58,622)
        Net loss                                     (97,161)       (60,021)
        Current assets                                 8,734          5,220
        Noncurrent assets                             97,981         27,281
        Current liabilities                           14,223          6,396
        Noncurrent liabilities                        22,902         14,373
        Redeemable preferred stock                     6,500          6,500

5.   PROPERTY AND EQUIPMENT

     Property and equipment at December 31, 2000 and 2001 consisted of the
     following (in thousands):

                                                       2000           2001
                                                   ---------       --------
        Land and building                          $     987       $  1,338
        Leasehold improvements                           751          1,890
        Machinery and equipment                       13,919         23,523
        Furniture and office equipment                 1,535          2,300
        Software                                       2,494          4,389
        Construction in progress                       4,821          6,515
                                                   ---------       --------
                                                      24,507         39,955
        Less accumulated depreciation                 (7,624)       (11,847)
                                                   ---------       --------
        Property and equipment, net                  $16,883        $28,108
                                                   =========       ========


                                      F-18

<PAGE>

6.   INTANGIBLES

     Intangibles at December 31, 2000 and 2001 are summarized as follows (in
     thousands):

                                                      2000          2001
                                                    -------      ---------
        Goodwill                                    $22,601      $  86,011
        Product technology                            1,936          5,657
        Customer contracts                            1,634         45,216
        Work force in place                             200            800
        Customer lists and relationships              1,350              0
        Marketing agreement                             825            825
        Patents and trademarks                            0            501
                                                    -------      ---------
                                                     28,546        139,010
        Less accumulated amortization                (3,760)       (10,806)
                                                    -------      ---------
                                                    $24,786      $ 128,204
                                                    =======      =========


7.   LONG-TERM DEBT

     Long-term debt at December 31, 2000 and 2001 consisted of the following (in
     thousands):
<TABLE>
<CAPTION>


                                                                   2000        2001
                                                                  -------     ------
        <S>                                                       <C>         <C>
        $50 million line of credit with First Union
            National Bank, as amended; interest payable
            at the LIBOR rate plus applicable margin as
            defined (approximately 3.12% as of
            December 31, 2001); payable in full on
            June 1, 2004; guaranteed by substantially all
            assets of InterCept                                    $4,507       $459
        Equipment under capital lease expiring July 2001               45          0
        Other                                                           6          6
                                                                   ------       ----
                                                                    4,558        465
        Less current maturities                                       (45)         0
                                                                   ------       ----
                                                                   $4,513       $465
                                                                   ======       ====
</TABLE>


     Future maturities of notes payable and line of credit at December 31, 2001
     are as follows (in thousands):


                          2002                 $   0
                          2003                     0
                          2004                   465
                                               -----
                                               $ 465
                                               =====


     Line of Credit

     The First Union credit facility contains provisions which require InterCept
     to maintain certain financial ratios and minimum net worth amounts and
     which restrict InterCept's ability to incur additional debt, make certain
     capital expenditures, enter into agreements for mergers, acquisitions or
     the sale of substantial assets and pay cash dividends, among other
     restrictions. As of December 31, 2001, InterCept was in compliance with all
     of its debt covenants.

                                      F-19

<PAGE>

8.   INCOME TAXES

     The components of income tax provision in the consolidated statements of
     operations for the years ended December 31, 1999, 2000, and 2001 are as
     follows (in thousands):
<TABLE>
<CAPTION>


                                                                         1999          2000         2001
                                                                    ------------   -----------    ---------
                                                                    (as revised)   (as revised)
        <S>                                                         <C>             <C>           <C>

        Current expense                                               $  5,953       $ 5,281        $7,125
        Deferred expense                                                 6,851        (7,735)       (3,981)
                                                                      --------       -------        ------
        Provision (benefit) for income taxes                          $ 12,804       $(2,454)       $3,144
                                                                      ========       =======        ======
</TABLE>


     The income tax provision, as reported in the statements of operations,
     differs from the amounts computed by applying federal statutory rates of
     34% due to the following for the years ended December 31, 1999, 2000, and
     2001 (in thousands):
<TABLE>
<CAPTION>

                                                                        1999         2000          2001
                                                                    ------------  -----------    ---------
                                                                    (as revised)  (as revised)
        <S>                                                         <C>           <C>            <C>

        Federal income tax provision at statutory rate                $15,513       $7,851        $8,315
        Permanent tax/book basis differences, primarily
            goodwill                                                    2,864          398           283
        Meals and entertainment                                            43           58            77
        State tax provision, net of federal effect                      1,807          914           807
        Benefit for undistributed losses of affiliate                  (7,408)     (11,670)       (6,366)
        Other                                                             (15)          (5)           28
                                                                      -------      -------        ------
                                                                      $12,804      $(2,454)       $3,144
                                                                      =======      =======        ======
</TABLE>


     Benefit for undistributed losses of affiliate represents a deferred tax
     benefit based upon the reduction of the excess of book basis over tax
     basis of Intercept's investment in Netzee.

     Deferred income tax assets and liabilities for 2000 and 2001 reflect the
     impact of temporary differences between the amounts of assets and
     liabilities for financial reporting and income tax reporting purposes.
     Temporary differences that give rise to deferred tax assets and liabilities
     at December 31, 2000 and 2001 are as follows (in thousands):


                                      F-20

<PAGE>
<TABLE>
<CAPTION>


                                                                                  2000            2001
                                                                               ------------    ---------
                                                                               (as revised)
<S>                                                                            <C>             <C>
        Deferred tax assets:
            Deferred revenue                                                   $   1,514       $   1,009
            Accounts receivable reserves                                             191             359
            Other                                                                    108             102
                                                                               ---------       ---------
                      Total gross deferred tax assets                              1,813           1,470
                                                                               ---------       ---------
        Deferred tax liabilities:
            Intangible amortization                                                    0             (58)
            Accelerated depreciation                                                (600)         (1,414)
            Investment basis difference                                           (6,144)              0
            Software development                                                    (604)         (1,395)
                                                                               ----------      ---------
                      Total gross deferred tax liabilities                        (7,348)         (2,867)
                                                                               ---------       ---------
        Net deferred tax liability                                                (5,535)         (1,397)

        Less current net deferred tax assets                                       1,666           1,470
                                                                               ---------       ---------
        Noncurrent net deferred tax liabilities                                  $(7,201)        $(2,867)
                                                                               =========       =========
</TABLE>

     The investment basis difference mainly relates to gains recorded related to
     stock issuances of Netzee as discussed in Note 3 which are not taxable
     until realized, offset by decreases in the investment for InterCept's
     equity in losses of Netzee.

9.   Stock option PLANS

     1996 Stock Option Plan

     The board of directors and InterCept's shareholders approved InterCept's
     Amended and Restated 1996 Stock Option Plan effective as of November 12,
     1996. Awards under the 1996 Stock Option Plan are currently granted by a
     compensation committee composed of two independent directors of the board
     of directors. Awards issued under the 1996 Stock Option Plan may include
     incentive stock options ("ISOs") and/or nonqualified stock options
     ("NQSOs") and/or grants of restricted stock. The compensation committee
     administers the 1996 Stock Option Plan and generally has the discretion to
     determine the terms of an option grant, including the number of option
     shares, option price, term, vesting schedule, the post-termination exercise
     period, and whether the grant will be an ISO or NQSO. Notwithstanding this
     discretion, (i) the number of shares subject to options granted to any
     individual in any fiscal year may not exceed 315,795 shares (subject to
     certain adjustments), (ii) if an option is intended to be an ISO and is
     granted to a shareholder holding more than 10% of the combined voting power
     of all classes of InterCept's stock or the stock of its subsidiary on the
     date of the grant of the option, the option price per share of common stock
     may not be less than 110% of the fair market value of such share at the
     time of grant, and (iii) the term of an ISO may not exceed ten years, or
     five years if granted to a shareholder owning more than 10% of the total
     combined voting power of all classes of stock on the date of the grant of
     the option.

     The 1996 Stock Option Plan provides for the granting of nonqualified stock
     options to the directors of InterCept. The board of directors authorized
     the issuance of common stock under the 1996 Stock Option Plan pursuant to
     options having an exercise price equal to the fair market value of the
     common stock on the date the options are granted. The board of directors
     has approved director grants of (i) options to purchase 35,000 shares to
     each nonemployee director of InterCept who beneficially owns less than 4%
     of InterCept's outstanding common stock on the date of such directors'
     initial election to the board of directors and (ii) options to purchase
     10,000 shares, as amended, to each director on each anniversary date of
     such director's election to the board at an exercise price equal to the
     fair market value of the common stock on the date the options are granted.
     Each initial director grant option vests ratably over the director's
     three-year term of service, and each annual grant vests on the date of
     grant. Options granted to directors prior to December 31, 2001 expire five
     years after the date of grant unless canceled sooner as a result of
     termination of service or death or unless such option is fully exercised
     prior to the end of the option period. Options granted to directors after
     December 31, 2001 expire ten years after the date of grant.


                                      F-21

<PAGE>


     As of December 31, 2001, the maximum number of shares of common stock
     reserved for issuance under the Plan was 3,156,352, and 12,143 shares were
     available for grant. The 1996 Stock Option Plan provides that the number of
     shares of common stock available for issuance thereunder shall be
     automatically increased on the first trading day of each calendar year
     beginning January 1, 1999 by the lesser of (i) 3% of the number of shares
     outstanding on the preceding trading day or (ii) 315,795 shares (subject to
     certain adjustments). Shares of common stock that are attributable to
     awards which have expired, terminated, or been canceled or forfeited during
     any calendar year are available for issuance or use in connection with
     future awards during such calendar year.

     The 1996 Stock Option Plan will remain in effect until terminated by the
     board of directors. The 1996 Stock Option Plan may be amended by the board
     of directors without the consent of the shareholders of InterCept, except
     that any amendment, although effective when made, will be subject to
     shareholder approval within one year after approval by the board of
     directors if the amendment increases the total number of shares issuable
     pursuant to ISOs (other than the permitted annual increase), changes the
     class of employees eligible to receive ISOs that may participate in the
     1996 Stock Option Plan, or otherwise materially increases the benefits
     accruing to recipients of ISOs.

     ProVesa, Inc. 1994 Stock Option Plan

     InterCept assumed the ProVesa, Inc. 1994 Stock Option Plan ("ProVesa Plan")
     in November 1996 in conjunction with an acquisition. In 1998, the board of
     directors determined that no additional options would be issued under the
     ProVesa Plan. Of the 42,106 options originally issued, 1,813 have been
     exercised and 40,293 are outstanding as of December 31, 2001. The remaining
     options outstanding expire in December 2004.

     A summary status of InterCept's stock option plan as of December 31, 1999,
     2000, and 2001 and changes during the years are presented below:
<TABLE>
<CAPTION>


                                                                           Price             Weighted
                                                                     ------------------   Average Option
                                                        Shares             Range               Price
                                                        ---------       -------------     --------------
        <S>                                             <C>            <C>                   <C>
        Outstanding at December 31, 1998                  984,354       $  2.16-$7.70          $ 5.78
            Granted                                       554,000       $  7.50-18.75          $14.89
            Exercised                                     (25,416)      $  2.16-7.00           $ 2.92
            Terminated                                     (6,000)      $  7.00-18.75          $13.91
                                                        ---------
        Outstanding at December 31, 1999                1,506,938       $  2.16-18.75          $ 9.09
            Granted                                       783,750       $ 17.00-28.19          $23.72
            Exercised                                    (100,172)      $  2.16-18.75          $ 7.06
            Terminated                                    (44,166)      $  7.00-18.75          $10.81
                                                        ---------
        Outstanding at December 31, 2000                2,146,350       $  2.16-28.19          $14.49
            Granted                                       963,750       $ 22.31-33.32          $25.15
            Exercised                                    (218,310)      $  2.37-26.88          $11.02
            Terminated                                    (49,373)      $  7.50-26.88          $21.28
                                                        ---------
        Outstanding at December 31, 2001                2,842,417       $  2.16-33.32          $18.27
                                                        =========
</TABLE>

     During 2000, a director of InterCept exercised several options in exchange
     for a note payable to InterCept for the exercise price of approximately
     $208,000. The note accrued interest of approximately $8,000 during 2000 and
     $5,000 and in 2001 and was repaid in full in 2001. The note receivable and
     related accrued interest are included in common stock in the accompanying
     balance sheets.

     On July 1, 2001, InterCept adopted the 2001 Employee Stock Purchase Plan
     ("ESPP"). The ESPP allows for eligible employees to participate in the
     purchase of shares of InterCept's common stock at a price equal to the
     lower of 85% of the closing price at the beginning or end of each quarterly
     stock purchase period. The Company has authorized 500,000 shares of common
     stock for issuance under the ESPP and issued 7,277 shares during the year
     ended December 31, 2001.
                                      F-22

<PAGE>

     Statement of Financial Accounting Standards No. 123

     SFAS No. 123, "Accounting for Stock-Based Compensation," defines a fair
     value-based method of accounting for an employee stock option or similar
     equity instrument and encourages all entities to adopt that method of
     accounting for all of their employee stock compensation plans. However, it
     also allows an entity to continue to measure compensation cost for those
     plans using the method of accounting prescribed by APB Opinion No. 25,
     "Accounting for Stock Issued to Employees." Entities electing to remain
     with the accounting methodology required by APB Opinion No. 25 must make
     pro forma disclosures of net income and, if presented, earnings per share
     as if the fair value-based method of accounting defined in SFAS No. 123 had
     been applied.

     InterCept has elected to account for its stock-based compensation plans and
     ESPP under APB Opinion No. 25, under which no compensation cost has been
     recognized by InterCept. However, InterCept has computed, for pro forma
     disclosure purposes, the value of all options and stock purchase rights
     granted since January 1, 1995 to employees of InterCept using the
     Black-Scholes option pricing model prescribed by SFAS No. 123. The
     following weighted average assumptions were used to value stock options:

                                       1999            2000           2001
                                       ----            ----           ----

       Risk-free interest rate         6.76%           5.05%          4.86%
       Expected dividend yield         0%              0%             0%
       Expected lives                  7.0 years       8.9 years      7.0 years
       Expected volatility             83.6%           83.4%          76.2%

     The weighted average fair value of options for the stock granted to
     employees of InterCept in 1999, 2000, and 2001 was $11.32, $18.83, and
     $18.01 per share, respectively. The total value of options for InterCept's
     stock granted to employees of InterCept during 1999, 2000, and 2001 was
     computed as approximately $6,146,000, $14,757,000, and $17,302,000,
     respectively, which would be amortized on a pro forma basis over the
     vesting period of the options. The weighted average fair value of stock
     purchase rights granted in 2001 computed using the Black Scholes option
     pricing model was $9.73 per share. Assumptions include an expected life of
     three months, weighted-average risk-free interest rate of 2.8% in 2001, and
     other assumptions that are consistent with those used for the stock option
     plans described above. If InterCept had accounted for these plans in
     accordance with SFAS No. 123, InterCept's net income (loss) and net income
     (loss) per common share for the years ended December 31, 1999, 2000 and
     2001 would have been as follows (in thousands, except per share data):


                                         1999           2000           2001
                                     ------------   ------------    --------
                                     (as revised)   (as revised)

       Net income (loss)                $15,880         $(477)      $(5,444)
       Net income (loss) per common
           share--diluted                 $1.50        $(0.04)       $(0.33)


                                      F-23

<PAGE>

     The following table sets forth the exercise price range, number of shares,
     weighted average exercise price, and remaining contractual lives by groups
     of similar price and grant date:
<TABLE>
<CAPTION>

                                Options outstanding                          Options exercisable
         ---------------------------------------------------------------   ------------------------
                                                             Weighted
             Exercise                         Weighted       Average                      Weighted
               Price            Number        Average      Contractual        Number      Average
               Range          of Shares        Price     Life (in years)    of Shares      Price
         ---------------     ------------  ------------- ---------------   ----------    ----------
<S>        <C>               <C>            <C>          <C>               <C>            <C>
           $  2.16-$3.33          247,798      $ 2.19           4.6           247,798      $ 2.19
           $  6.66-$9.99          569,025      $ 7.38           6.4           495,434      $ 7.37
           $10.00-$13.33            5,000      $13.00           7.4                 0      $ 0.00
           $13.34-$16.66          143,669      $15.87           7.5            92,498      $15.86
           $16.67-$19.99          315,965      $18.15           7.8           162,633      $17.92
           $20.00-$23.32          484,250      $22.36           9.1            56,667      $22.65
           $23.33-$26.66          829,343      $24.87           8.9           190,798      $25.18
           $26.67-$29.99           68,367      $28.04           8.3            25,902      $28.00
           $30.00-$33.32          179,000      $32.04           9.6            38,333      $30.93
                             -------------                                 ------------
                                2,842,417                                   1,310,063
</TABLE>


     At December 31, 1999, 2000, and 2001, 665,254, 910,772, and 1,310,063
     options for InterCept's common stock with a weighted average exercise price
     of $5.95, $7.91, and $12.65 per share, respectively, were exercisable by
     employees of InterCept.

10.  NET INCOME (LOSS) PER COMMON SHARE

     Net income (loss) per share at December 31, 1999, 2000, and 2001 were as
     follows (in thousands except per share amounts):
<TABLE>
<CAPTION>

                                                                     1999            2000              2001
                                                               --------------   --------------    -------------
                                                                 (as revised)    (as revised)
     <S>                                                       <C>               <C>              <C>
     Basic:
         Net income (loss)                                     $       17,349   $       (5,192)   $       4,444
                                                               ==============   ==============    =============

     Weighted average common shares outstanding                    10,094,696       12,820,073       15,433,895
                                                               ==============   ==============    =============

     Per share amount                                                   $1.72           $(0.41)           $0.29
                                                               ==============   ==============    =============

     Diluted:
         Net income (loss)                                     $       17,349   $       (5,192)   $       4,444
                                                               ==============   ==============    =============

     Weighted average common shares outstanding                    10,094,696       12,820,073       15,433,895
     Shares assumed issued upon exercise of dilutive
         stock options using the treasury stock method                451,350                0          826,381
     Shares held in escrow to satisfy contingencies                    17,500                0          136,794
                                                               --------------   --------------    -------------
                   Total                                           10,563,546       12,820,073       16,397,070
                                                               ==============   ==============    =============
     Per share amount                                                   $1.64           $(0.41)           $0.27
                                                               ==============   ==============    =============
</TABLE>

     Basic and diluted earnings per common share were computed by dividing net
     income (loss) by the weighted average number of shares of common stock
     outstanding during the year. Outstanding stock options, with exercise
     prices



                                      F-24

<PAGE>

     above the average stock prices for each quarter (approximately 20,000,
     294,000, and 81,000 shares in 1999, 2000, and 2001, respectively), were
     antidilutive and were therefore excluded from the computation of diluted
     shares above. Additionally, the effect of stock options was excluded in
     years where a net loss was recorded as they are antidilutive.

11.  EMPLOYEE BENEFITS

     InterCept maintains a separate defined contribution 401(k) savings plan,
     which covers substantially all employees, subject to certain minimum age
     and service requirements. Contributions to this plan by employees are
     voluntary; however, InterCept matches a percentage of the employees'
     contributions. This percentage is determined annually by InterCept.
     InterCept's contributions approximated $148,000, $218,000, and $371,000 in
     1999, 2000, and 2001, respectively.

12.  COMMITMENTS AND CONTINGENCIES

     InterCept leases various equipment and facilities under noncancelable
     operating lease agreements. Future minimum annual obligations under these
     leases as of December 31, 2001 are as follows (in thousands):

         2002                                                 $ 3,975
         2003                                                   3,157
         2004                                                   1,817
         2005                                                   1,242
         2006                                                     681
         Thereafter                                               942
                                                              -------
                       Total                                  $11,814
                                                              =======

     Net rental expense was approximately $1,308,000, $1,739,000, and $3,216,000
     during 1999, 2000, and 2001, respectively.

     InterCept is subject to legal proceedings and claims that arise in the
     ordinary course of business. However, management feels the amount of
     potential liability with respect to these actions will not materially
     affect the financial position or results of operations of the Company.

13.  RELATED PARTY TRANSACTIONS

     As discussed in Note 4, InterCept owned approximately 28% of Netzee as of
     December 31, 2001. Two of InterCept's directors also serve as directors of
     Netzee, and one of those directors is the Chief Executive Officer of
     Netzee. In order to enable Netzee to complete its acquisitions in August
     and September 1999, InterCept borrowed funds under its line of credit and
     loaned these funds to Netzee. InterCept also made advances to Netzee to
     fund operations. These amounts were repaid to InterCept upon completion of
     Netzee's initial public offering in November 1999. Since December 15, 1999,
     InterCept has provided Netzee with a revolving line of credit. Borrowings
     on this line bear interest at a rate of prime plus 2%. As amended on March
     29, 2002 InterCept provides Netzee a line of credit of approximately $14.0
     million. The line of credit expires on April 10, 2003. As of December 31,
     2001, Netzee owed approximately $10.1 million to InterCept, including
     accrued interest of approximately $182,000. Total interest on all
     borrowings for 2000 and 2001 was approximately $1.1 million and $1.1
     million, respectively, and is included in interest and other income in the
     accompanying statements of operations. Management has evaluated the
     business and financial projections of Netzee and has concluded, based on
     this review, that the amounts due from Netzee are collectible. Therefore, a
     reserve has not been established for the note as of December 31, 2001.

     InterCept and Netzee maintain a relationship to cross-market each other's
     products and services. During 2000 and 2001, InterCept received $375,000
     and $131,000, respectively, in commissions related to Netzee sales.
     InterCept also shared certain facilities with Netzee and provided certain
     administrative services to Netzee. InterCept charged Netzee approximately
     $163,000 and $108,000 in 2000 and 2001, respectively, for these shared
     costs. During 2000 and 2001, Netzee used InterCept to purchase certain
     hardware and software used to implement Netzee's Internet and telephone
     banking products. In addition, InterCept assisted Netzee in managing the
     ordering and inventory process related to this equipment. During 2000 and
     2001, Netzee incurred approximately $435,000 and $152,000, respectively, in
     costs to purchase the equipment, which included a fee to InterCept for its
     services.

     On May 31, 2001, InterCept entered into a loan agreement with SLM under
     which InterCept loaned SLM $12 million, subject to various terms and
     conditions. Borrowings under the loan agreement bore interest at an annual



                                      F-25

<PAGE>


     rate equal to the one-month LIBOR plus 2% and were secured by the shares of
     InterCept's common stock owned or potentially issuable to SLM. On August
     13, 2001 SLM repaid the note, including accrued interest of $140,000, in
     full.

     On December 3, 2001, InterCept entered into a loan agreement with SLM under
     which InterCept loaned SLM $7 million, subject to various terms and
     conditions in exchange for cash and settlement of other indemnification
     obligations in the acquisition agreement. Borrowings under the loan
     agreement bear interest, payable upon maturity, at the prime rate and are
     secured by up to 591,871 shares of InterCept common stock with a market
     value of approximately $24.2 million at December 31, 2001 that SLM now
     holds or may earn. The loan matures on September 30, 2002 and requires
     mandatory prepayments from the proceeds of sales of InterCept common stock
     by SLM until the loan is repaid in full. At December 31, 2001, the balance
     on the loan was $7,025,000, including accrued interest of $25,000.

     InterCept provides telecommunications network and operations services and
     customer support services to SLM, as well as computer programming services.
     InterCept recorded revenue of approximately $1.8 million related to
     services provided to SLM in 2001. InterCept also charged SLM approximately
     $200,000 during 2001 for rent and building expenses related to certain SLM
     operations maintained at InterCept's facility which is included in interest
     and other income, net.

     During the years ended December 31, 1999, 2000, and 2001, InterCept
     incurred fees of approximately $612,000, $745,000, and $1.0 million
     respectively for legal services to a law firm, a partner of which is also
     a director of InterCept.

     InterCept provided telecommunications connectivity to Towne Services, Inc.
     ("Towne"). InterCept recorded revenue from Towne of approximately $215,000,
     $236,000, and $173,000 during 1999, 2000, and 2001, respectively, which is
     included in data communications management income. At December 31, 2000 and
     2001, receivables from Towne were approximately $60,000 and $0,
     respectively . During 1999, InterCept purchased software from Towne for
     $825,000. Additionally, InterCept owned 10,000 shares of Towne common
     stock, which was purchased in 1997. In August 2001, Towne entered a merger
     agreement with Private Business under which InterCept's shares of Towne
     were exchanged for 9,072 shares of Private Business common stock. Two
     directors of InterCept served as directors of Towne. However, only one of
     these directors is a director of Private Business. There have been no
     transactions between InterCept and Private Business since the merger.

14.  SUBSEQUENT TRANSACTIONS

     On March 19, 2002, InterCept entered into a definitive agreement to acquire
     the assets of Internet Billing Company, Ltd. ("iBill"), a Ft.
     Lauderdale-based provider of transaction processing for Web merchants.
     Separately, InterCept also signed a binding letter agreement to acquire
     Electronic Payment Exchange, Inc. ("EPX"), a provider of transaction
     processing services based in New Castle, Delaware.

     InterCept agreed to pay iBill $112 million in cash plus additional
     quarterly earnout payments for a period of six quarters ending December 31,
     2003. The amount of each earnout payment depends on whether the acquired
     business achieves certain financial targets and will be recorded as
     additional purchase price consideration if and when it is earned. InterCept
     has an option to buy out the remaining contingent earnout obligation at any
     time by paying $8 million per remaining quarter. InterCept is not required
     to close the iBill acquisition unless InterCept receives necessary
     Hart-Scott-Rodino approval. If InterCept terminates the agreement for
     anything other than the failure to obtain that approval or a severe service
     outage at iBill, InterCept will be required to pay a termination fee of $5
     million to iBill.

     Under the terms of the EPX letter agreement, InterCept agreed to issue
     1,377,339 shares of common stock to EPX's stockholders, 20% of which will
     be placed in escrow to secure EPX's obligation to indemnify InterCept for
     breaches of the representations and warranties in the acquisition
     agreement. The number of shares to be issued assumes that EPX will have
     approximately $12 million of liabilities at the time of the acquisition;
     the number of shares will be adjusted depending on the ultimate liabilities
     assumed. InterCept is required to close the EPX acquisition unless
     InterCept fails to obtain necessary approvals for the acquisition,
     including Hart-Scott-Rodino approval or is not satisfied with the results
     of its due diligence procedures. If InterCept does not close the
     transaction by April 23, 2002, InterCept will lend EPX $3 million pursuant
     to a loan secured by EPX's intellectual property. The loan will bear
     interest at the prime rate plus 1% and will be due on December 31, 2002.

                                F-26

<PAGE>

EXHIBIT INDEX
-------------

Exhibit No.    Description
-----------    ----------------------------------------------------------------

2.1            Acquisition and Merger Agreement dated May 28, 1999 by and
               between The InterCept Group, Inc., LEV Acquisition Corp., L.E.
               Vickers & Associates, Inc., Data Equipment Services, Inc., and
               the shareholders of L.E. Vickers & Associates, Inc. and Data
               Equipment Services, Inc. (incorporated by reference to Exhibit
               2.1 to InterCept's Current Report on Form 8-K filed June 11,
               1999).++

2.2            Agreement and Plan of Merger dated August 6, 1999 by and among
               The InterCept Group, Inc., Zeenet Corporation, SBS Data Services,
               Inc. and the shareholders of SBS Data Services (incorporated by
               reference to Exhibit 2.1 to InterCept's Current Report on Form
               8-K filed August 20, 1999).++

2.3            Agreement and Plan of Merger dated August 6, 1999 by and between
               Direct Access Interactive, Inc., SBS Corporation and the
               shareholders of SBS Corporation (incorporated by reference to
               Exhibit 2.2 to InterCept's Current Report on Form 8-K filed
               August 20, 1999).++

2.4            Agreement and Plan of Merger dated August 6, 1999 by and among
               Direct Access Interactive, Inc., SBS Corporation and the
               shareholders of SBS Corporation (incorporated by reference to
               Exhibit 2.2 to InterCept's Current Report on Form 8-K filed on
               August 20, 1999).++

2.5            Agreement and Plan of Merger dated September 3, 1999 by and
               between Netzee, Inc. and Direct Access Interactive, Inc.
               (incorporated by reference to Exhibit 2.1 to InterCept's Current
               Report on Form 8-K filed September 17, 1999).++

2.6            Agreement and Plan of Merger dated September 3, 1999 by and
               between Netzee, Inc., Dyad Corporation and certain of the
               shareholders of Dyad Corporation (incorporated by reference to
               Exhibit 2.2 to InterCept's Current Report on Form 8-K filed
               September 17, 1999).++

2.7            Asset Contribution Agreement dated September 3, 1999 by and among
               The InterCept Group, Inc., Netzee, Inc. and The Bankers Bank
               (incorporated by reference to Exhibit 2.3 to InterCept's Current
               Report on Form 8-K filed September 17, 1999).++

2.8            Asset Contribution Agreement dated September 3, 1999 by and among
               The InterCept Group, Inc., Netzee, Inc. and TIB The Independent
               BankersBank (incorporated by reference to Exhibit 2.4 to
               InterCept's Current Report on Form 8-K filed September 17,
               1999).++


                                       1

<PAGE>

2.9            Purchase Agreement (amended and restated) dated as of November
               29, 2000, between The InterCept Group, Inc. and SLMSoft.com Inc.,
               an Ontario corporation, and SLMsoft.com Inc., a Kansas
               corporation (incorporated by reference to Exhibit 2.1 to
               InterCept's Current Report on Form 8-K filed January 19, 2001).++

2.10           Asset Purchase Agreement dated and effective as of October 1,
               2001, by and among The InterCept Group, Inc., InterCept Output
               Solutions, LP, HSI Holdings, Inc., Superior Forms, Ltd., HSI
               Properties, Ltd., Holmes & Shaw Limited, Inc., Holmes & Shaw
               General, Inc., George V. Shaw, III and Vincent Investment
               Company, Inc.

3.1            Amended and Restated Articles of Incorporation, as deemed filed
               with the Secretary of the State of Georgia on April 29, 1998
               (incorporated by reference to the exhibits to InterCept's
               Registration Statement on Form 8-A (as amended on October 1,
               1999)).

3.2            Amended and Restated Bylaws (incorporated by reference to the
               exhibits to InterCept's Registration Statement on Form 8-A (as
               amended on October 1, 1999)).

3.3            Amendment to Amended and Restated Bylaws (incorporated by
               reference to the exhibits to InterCept's Registration Statement
               on Form 8-A (as amended on October 1, 1999)).

4.1            See Exhibits 3.1, 3.2 and 3.3 for provisions of the Amended and
               Restated Articles of Incorporation, Amended and Restated Bylaws
               and Amendment to Amended and Restated Bylaws defining the rights
               of the holders of common stock.

10.1           The InterCept Group, Inc. Amended and Restated 1996 Stock Option
               Plan.*/**

10.2           Form of Stock Option Agreement under The InterCept Group, Inc.
               Amended and Restated 1996 Stock Option Plan.*/**

10.3           Form of Stock Option Agreement for Directors under The InterCept
               Group, Inc. Amended and Restated 1996 Stock Option Plan.*/**

10.4           Employment Agreement by and between InterCept and John W. Collins
               dated as of January 30, 1998.*/**

10.5           Employment Agreement by and between InterCept and Scott R.
               Meyerhoff dated as of February 1, 1998.*/**

10.6           Stock Option Agreement by and between InterCept and Donny R.
               Jackson dated January 14, 1997.*/**

10.7           Stock Option Agreement dated as of February 1, 1998 by and
               between InterCept and Scott R. Meyerhoff.*/**

10.8           Form of Indemnification Agreement entered into between InterCept
               and its directors and officers.*

10.9           Form of General Marketing Agent Agreement.*

10.10          Channel Services Payment Plan Agreement dated December 22, 1993
               between Intercept Systems, Inc. and BellSouth Communications,
               Inc.*

10.11          Form of Special Service Arrangement Agreement with BellSouth
               Telecommunications, Inc. for frame relay services.*


                                       2

<PAGE>

10.12          Form of SynchroNet Service Agreement with Southern Bell
               Telephone and Telegraph Company.*

10.13          WorldCom Data Services Agreement dated as of February 27, 1998
               by and between WorldCom, Inc. and InterCept Communications
               Technologies, L.L.C.*+

10.14          Stock Option Agreement dated as of June 24, 1998 by and between
               InterCept and John W. Collins (incorporated by reference to
               Exhibit 10.2 to InterCept's Quarterly Report on Form 10-Q for the
               quarter ended June 30, 1998 filed on August 14, 1998).**

10.15          Stock Option Agreement dated as of June 24, 1998 by and between
               InterCept and Donny R. Jackson (incorporated by reference to
               Exhibit 10.3 to InterCept's Quarterly Report on Form 10-Q for the
               quarter ended June 30, 1998 filed on August 14, 1998).**

10.16          Stock Option Agreement dated as of June 24, 1998 by and between
               InterCept and Scott R. Meyerhoff (incorporated by reference to
               Exhibit 10.3 to InterCept's Quarterly Report on Form 10-Q for the
               quarter ended June 30, 1998 filed on August 14, 1998).**

10.17          Amended and Restated Credit Agreement dated as of February 2,
               2001, by and among Netzee, Inc., John H Harland Company, and The
               InterCept Group, Inc. (incorporated by reference to Exhibit 10.1
               to Netzee's Current Report on Form 8-K dated February 2, 2001 and
               filed February 16, 2001).

10.18          Software Agreement dated January 4, 2001, between The InterCept
               Group, Inc., and SLMSoft.com Inc., an Ontario corporation
               (incorporated by reference to Exhibit 2.2 to InterCept's Current
               Report on Form 8-K filed January 19, 2001). ++

10.19          Registration Rights Agreement dated January 4, 2001, between The
               InterCept Group, Inc., and SLMSoft.com Inc., an Ontario
               corporation (incorporated by reference to Exhibit 2.3 to
               InterCept's Current Report on Form 8-K filed January 19, 2001).++

10.20          Amendment No. 1 to Registration Rights Agreement between
               InterCept and SLMsoft.com, Inc. dated May 31, 2001 (incorporated
               by reference to Exhibit 10.4 in InterCept's Quarterly Report on
               Form 10-Q for the quarter ended June 30, 2001).

10.21          Loan Agreement between The InterCept Group, Inc., and
               SLMsoft.com, Inc. dated December 3, 2001.

10.22          Employment Agreement by and between The InterCept Group, Inc.
               and G. Lynn Boggs dated as of February 19, 2002.


                                       3

<PAGE>

10.23          Loan and Security Agreement dated December 21, 2001, by and
               among The InterCept Group, Inc., C-TEQ, Inc., SBS Data Services,
               Inc., DPSC Acquisition Corp., ICPT Acquisition I, LLC, InterCept
               Communications Technologies, Inc., InterCept Services, LLC,
               InterCept TX I, LLC, InterCept Output Solutions, LP and InterCept
               Supply, LP and First Union National Bank.

21.1           Subsidiaries of InterCept.

23.1           Consent of Arthur Andersen LLP.

24.1           Power of Attorney (contained on the signature page hereof).

99.1           Letter from InterCept regarding letter from Arthur Andersen.

99.2           Financial statements of Netzee, Inc.

*    Incorporated by reference to the exhibits to InterCept's Registration
     Statement on Form S-1 (No. 333-47197) as declared effective by the
     Securities and Exchange Commission on June 9, 1998.

**   This agreement is a compensatory plan or arrangement required to be filed
     as an exhibit to this Form 10-K pursuant to Item 14(c).

+    Confidential treatment has been granted for certain confidential portions
     of this exhibit pursuant to Rule 406 under the Act. In accordance with Rule
     406, these confidential portions have been omitted from this exhibit and
     filed separately with the Commission.

++   The registrant agrees to furnish supplementally a copy of any omitted
     schedule or exhibit to the Securities and Exchange Commission upon request,
     as provided in item 601(b)(2) of Regulation S-K.


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