<PAGE>
 
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
 
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
 
                               ----------------
 
                                   FORM 10-Q
 
[X]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
   ACT OF 1934
 
   For Quarterly Period Ended February 28, 2001
 
                                       OR
 
[_]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
   ACT OF 1934
 
                         Commission File No. 001-16111
 
                               ----------------
 
                              GLOBAL PAYMENTS INC.
             (Exact Name of Registrant as Specified in Its Charter)
 

<TABLE>
<S>                                            <C>
                   Georgia                                       58-2567903
        (State or other jurisdiction                          (I.R.S. Employer
      of incorporation or organization)                     Identification No.)
</TABLE>

 

<TABLE>
<S>                                            <C>
   Four Corporate Square, Atlanta, Georgia                      30329-2010
  (Address of principal executive offices)                       (Zip Code)
</TABLE>

 
                                 (404) 728-2363
              (Registrant's telephone number, including area code)
 
                               ----------------
 
                                      NONE
   (Former name, former address and former fiscal year, if changed since last
                                     year)
 
                               ----------------
 
 
   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 [_] No [X]
 
                     APPLICABLE ONLY TO CORPORATE ISSUERS:
 
   Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date.
 
                 Common Stock, No Par Value--36,187,064 shares
 
                        Outstanding as of March 27, 2001
 
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

<PAGE>
 
                  UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
                     GLOBAL PAYMENTS INC. AND SUBSIDIARIES
 
                     (In thousands, except per share data)
 

<TABLE>
<CAPTION>
                                                           Three Months Ended
                                                             February 28/29,
                                                           --------------------
                                                             2001       2000
                                                           ---------  ---------
<S>                                                        <C>        <C>
Revenues.................................................. $  80,674  $  81,827
                                                           ---------  ---------
Operating expenses:
 Cost of service..........................................    44,607     44,541
 Sales, general and administrative........................    24,101     23,866
                                                           ---------  ---------
                                                              68,708     68,407
                                                           ---------  ---------
Operating income..........................................    11,966     13,420
                                                           ---------  ---------
Other income (expense):
 Interest and other income................................       260        513
 Interest and other expense...............................    (1,425)    (1,626)
 Minority interest........................................    (1,295)    (1,031)
                                                           ---------  ---------
                                                              (2,460)    (2,144)
                                                           ---------  ---------
Income before income taxes................................     9,506     11,276
Provision for income taxes................................     3,660      4,346
                                                           ---------  ---------
 Net income............................................... $   5,846  $   6,930
                                                           =========  =========
Basic earnings per share:................................. $    0.22  $    0.26
                                                           =========  =========
Weighted average basic shares outstanding.................    26,475     26,336
                                                           =========  =========
</TABLE>

 
 
 
  The accompanying notes are an integral part of these Unaudited Consolidated
                             Financial Statements.
 
                                       2

<PAGE>
 
                  UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
                     GLOBAL PAYMENTS INC. AND SUBSIDIARIES
 
                     (In thousands, except per share data)
 

<TABLE>
<CAPTION>
                                                             Nine Months Ended
                                                              February 28/29,
                                                             ------------------
                                                               2001      2000
                                                             --------  --------
<S>                                                          <C>       <C>
Revenues.................................................... $250,496  $255,829
                                                             --------  --------
Operating expenses:
 Cost of service............................................  133,738   136,454
 Sales, general and administrative..........................   72,239    70,141
                                                             --------  --------
                                                              205,977   206,595
                                                             --------  --------
Operating income............................................   44,519    49,234
                                                             --------  --------
Other income (expense):
 Interest and other income..................................    1,490     1,157
 Interest and other expense.................................   (4,815)   (4,805)
 Minority interest..........................................   (3,955)   (3,025)
                                                             --------  --------
                                                               (7,280)   (6,673)
                                                             --------  --------
Income before income taxes..................................   37,239    42,561
Provision for income taxes..................................   14,337    16,404
                                                             --------  --------
 Net income................................................. $ 22,902  $ 26,157
                                                             ========  ========
Basic earnings per share:................................... $   0.87  $   0.98
                                                             ========  ========
Weighted average basic shares outstanding...................   26,336    26,712
                                                             ========  ========
</TABLE>

 
 
  The accompanying notes are an integral part of these Unaudited Consolidated
                             Financial Statements.
 
                                       3

<PAGE>
 
                          CONSOLIDATED BALANCE SHEETS
 
                     GLOBAL PAYMENTS INC. AND SUBSIDIARIES
                             (Dollars in thousands)

<TABLE>
<CAPTION>
                                                         February 28, May 31,
                                                             2001       2000
                                                         ------------ --------
                                                         (Unaudited)
<S>                                                      <C>          <C>
ASSETS
Current assets:
 Cash and cash equivalents..............................   $    550   $  2,766
 Accounts receivable, net of allowance for doubtful
  accounts of $851 and $1,231, respectively.............     38,087     33,945
 Claims receivable, net of allowance for losses of
  $3,924 and $3,679, respectively.......................        407        284
 Merchant processing receivable.........................     19,017     32,213
 Income tax receivable..................................        --         980
 Inventory..............................................      3,096      3,694
 Deferred income taxes..................................        263        --
 Prepaid expenses and other current assets..............      4,562      6,343
                                                           --------   --------
  Total current assets..................................     65,982     80,225
                                                           --------   --------
Property and equipment, net.............................     24,119     28,665
Intangible assets, net..................................    166,494    173,726
Investments.............................................      5,000      5,000
Other...................................................        442        330
                                                           --------   --------
  Total Assets..........................................   $262,037   $287,946
                                                           ========   ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
 Line of Credit.........................................   $ 59,000   $    --
 Due to NDC.............................................        --      96,125
 Merchant processing payable............................      4,660     11,880
 Obligations under capital leases.......................      2,718      2,900
 Accounts payable and accrued liabilities...............     32,403     26,338
 Deferred income taxes..................................        --         410
                                                           --------   --------
  Total current liabilities.............................     98,781    137,653
                                                           --------   --------
Obligations under capital leases........................      2,255      4,332
Deferred income taxes...................................      7,130      5,403
Other long-term liabilities.............................      4,194      2,291
                                                           --------   --------
  Total liabilities.....................................    112,360    149,679
                                                           --------   --------
 
Commitments and contingencies
 
Minority interest in equity of subsidiaries.............     19,066     18,472
 
Shareholders' equity:
 NDC equity investment..................................        --     120,160
 Preferred stock, no par value, 5,000,000 shares
  authorized, none issued...............................        --         --
 Common stock, no par value, 200,000,000 shares
  authorized,
  26,687,970 shares issued and outstanding..............    133,577        --
 Retained earnings......................................      1,451        --
 Deferred compensation..................................     (3,384)       --
 Cumulative translation adjustment......................     (1,033)      (365)
                                                           --------   --------
  Total shareholders' equity............................    130,611    119,795
                                                           --------   --------
Total Liabilities and Shareholders' Equity..............   $262,037   $287,946
                                                           ========   ========
</TABLE>

 
  The accompanying notes are an integral part of these Unaudited Consolidated
                             Financial Statements.
 
                                       4

<PAGE>
 
                 UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOW
 
                     GLOBAL PAYMENTS INC. AND SUBSIDIARIES
                                 (In thousands)
 

<TABLE>
<CAPTION>
                                                            Nine Months Ended
                                                             February 28/29,
                                                            ------------------
                                                              2001      2000
                                                            ---------  -------
<S>                                                         <C>        <C>
Cash flows from operating activities:
 Net income................................................ $  22,902  $26,157
 Adjustments to reconcile net income to cash provided by
  operating activities before changes in assets and
  liabilities:
   Depreciation and amortization...........................     7,192    6,908
   Amortization of acquired intangibles and goodwill.......     7,614    7,801
   Deferred income taxes...................................     1,054     (698)
   Minority interest in earnings...........................     3,955    3,025
   Provision for bad debts.................................     1,861    1,199
   Other, net..............................................       282    1,011
 Changes in assets and liabilities which provided (used)
  cash,
  net of the effects of acquisitions:
   Accounts receivable, net................................    (6,003)   3,004
   Merchant processing working capital.....................     5,853   (1,795)
   Inventory...............................................       598   (3,829)
   Prepaid expenses and other assets.......................     2,711   (1,206)
   Accounts payable and accrued liabilities................     6,876    7,407
                                                            ---------  -------
 Net cash provided by operating activities.................    54,895   48,984
                                                            ---------  -------
Cash flows from investing activities:
 Capital expenditures......................................    (5,934)  (5,295)
 Business acquisitions, net of acquired cash...............    (2,750)     --
 Proceeds from divested businesses.........................     3,502      --
                                                            ---------  -------
 Net cash used in investing activities.....................    (5,182)  (5,295)
                                                            ---------  -------
Cash flows from financing activities:
 Net borrowings on line of credit..........................    59,000      --
 Net decrease in NDC equity investment.....................  (105,310) (29,219)
 Principal payments under capital lease arrangements and
  other long-term debt.....................................    (2,259)  (8,465)
 Distributions to minority interests.......................    (3,360)  (2,505)
                                                            ---------  -------
 Net cash used in financing activities.....................   (51,929) (40,189)
                                                            ---------  -------
Increase in cash and cash equivalents......................    (2,216)   3,500
Cash and cash equivalents, beginning of period.............     2,766    1,356
                                                            ---------  -------
Cash and cash equivalents, end of period................... $     550  $ 4,856
                                                            =========  =======
</TABLE>

 
  The accompanying notes are an integral part of these Unaudited Consolidated
                             Financial Statements.
 
 
                                       5

<PAGE>
 
                        NOTES TO UNAUDITED CONSOLIDATED
                              FINANCIAL STATEMENTS
 
Note 1--Spin-Off and Basis of Presentation:
 
   In December 1999, National Data Corporation ("NDC") announced its intent to
spin-off the NDC eCommerce business segment into a separate publicly traded
company with its own management and Board of Directors. This distribution
occurred on January 31, 2001 (the "Distribution Date") and was accomplished by
transferring the stock of the companies which comprise the NDC eCommerce
business segment to Global Payments Inc. ("Global Payments") and then
distributing all of the shares of common stock of Global Payments to NDC's
stockholders. NDC stockholders received 0.8 share of Global Payments stock for
each NDC share held as of the record date. Global Payments and NDC are now two
separate public companies.
 
   These unaudited interim consolidated financial statements include the
accounts of the subsidiaries of Global Payments (collectively referred to as
"the Company"). The Company is an integrated provider of high volume electronic
transaction processing and value-added end-to-end information services and
systems to merchants, multinational corporations, financial institutions, and
government agencies. These services are marketed to customers within the
merchant services and the funds transfer businesses through various sales
channels. The Company's operations are provided in the United States, Canada,
and Europe.
 
   The Company adopted Statement of Financial Accounting Standards No. 131
("SFAS 131"), "Disclosure About Segments of an Enterprise and Related
Information." Based on the guidance in SFAS 131, the Company currently operates
as one reportable segment--electronic transaction processing--therefore the
majority of the disclosures required by SFAS 131 do not apply to the Company.
The Company's results of operations and its financial condition are not
significantly reliant upon any single customer or foreign operations. Revenues
from external customers from the Company's two service offerings are as
follows:
 

<TABLE>
<CAPTION>
                                          Third Quarter Ended  Nine Months Ended
                                             February 28/29     February 28/29
                                          -------------------- -----------------
                                             2001      2000      2001     2000
                                          ---------- --------- -------- --------
                                                      (in thousands)
   <S>                                    <C>        <C>       <C>      <C>
   Merchant services..................... $   76,745 $  76,324 $236,573 $239,361
   Funds transfer........................      3,929     5,503   13,923   16,468
                                          ---------- --------- -------- --------
                                            $ 80,674 $  81,827 $250,496 $255,829
                                          ========== ========= ======== ========
</TABLE>

 
Note 2--Summary of Significant Accounting Policies:
 
   The financial statements included herein have been prepared by the Company,
without audit, pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with accounting
principles generally accepted in the U.S. have been condensed or omitted
pursuant to such rules and regulations, although the Company believes the
disclosures are adequate to make the information presented not misleading. It
is suggested that these financial statements be read in conjunction with the
combined financial statements and notes thereto included in the Company's
latest Registration Statement on Form 10 filed on December 28, 2000.
 
   In the opinion of management, the information furnished reflects all
adjustments necessary to present fairly the financial position, results of
operations, and cash flows for such interim periods.
 
Note 3--Earnings Per Share:
 
   Basic earnings per share is computed by dividing reported earnings available
to common shareholders by weighted average shares outstanding during the
period. Earnings available to common shareholders is the same as reported net
income for all periods presented. Weighted average shares outstanding is
computed by applying the distribution ratio of 0.8 of a share of the Company
for each NDC share held to the historical NDC weighted average shares
outstanding for the same periods presented.
 
                                       6

<PAGE>
 
   Diluted earnings per share is computed by dividing reported earnings
available to common shareholders by weighted average shares outstanding during
the period and the impact of securities that, if exercised, would have a
dilutive effect on earnings per share. All options with an exercise price less
than the average market share price for the period generally are assumed to
have a dilutive effect on earnings per share. Actual diluted earnings per share
is not presented in these financial statements, as there are no historical
market share prices for the Company for the periods presented, as public
trading did not commence until February 1, 2001. Accordingly, the dilutive
effect of stock options cannot be determined for historical periods. However,
the Company has calculated diluted earnings per share on a pro forma basis
assuming the relative market value of the Company to NDC's market value on the
distribution date was consistent for all historical periods:
 

<TABLE>
<CAPTION>
                                Three Months Ended       Three Months Ended
                                February 28, 2001        February 29, 2000
                             ------------------------ ------------------------
                             Income  Shares Per Share Income  Shares Per Share
                             ------- ------ --------- ------- ------ ---------
                                 (in thousands, except per share amounts)
   <S>                       <C>     <C>    <C>       <C>     <C>    <C>
   Basic EPS:
    Net income.............. $ 5,846 26,475   $0.22   $ 6,930 26,336   $0.26
                                              =====                    =====
   Pro forma effect of
    dilutive securities:
    Stock options...........     --     605               --     225
                             ------- ------           ------- ------
   Pro forma diluted EPS:
    Net income.............. $ 5,846 27,080   $0.22   $ 6,930 26,561   $0.26
                             ======= ======   =====   ======= ======   =====
<CAPTION>
                                Nine Months Ended        Nine Months Ended
                                February 28, 2001        February 29, 2000
                             ------------------------ ------------------------
                             Income  Shares Per Share Income  Shares Per Share
                             ------- ------ --------- ------- ------ ---------
   <S>                       <C>     <C>    <C>       <C>     <C>    <C>
   Basic EPS:
    Net income.............. $22,902 26,336   $0.87   $26,157 26,712   $0.98
                                              =====                    =====
   Pro forma effect of
    dilutive securities:
    Stock options...........     --     397               --     217
                             ------- ------           ------- ------
   Pro forma diluted EPS:
    Net income.............. $22,902 26,733   $0.86   $26,157 26,929   $0.97
                             ======= ======   =====   ======= ======   =====
</TABLE>

 
Note 4--Comprehensive Income:
 
   The components of comprehensive income for the nine months ended February
28, 2001 and February 29, 2000 are as follows:
 

<TABLE>
<CAPTION>
                                                                2001     2000
                                                               -------  -------
                                                               (in thousands)
   <S>                                                         <C>      <C>
   Net income................................................. $22,902  $26,157
   Foreign currency translation adjustment....................    (411)       9
                                                               -------  -------
   Total comprehensive income................................. $22,491  $26,166
                                                               =======  =======
</TABLE>

 
Note 5--Transactions with NDC:
 
   There were no material intercompany purchase or sales transactions between
NDC and the Company. The Company was charged with incremental corporate costs
in the amount of $1.6 million in the third quarter ended February 29, 2000 and
$3.6 million and $3.7 million in the nine months ended February 28, 2001 and
February 29, 2000, respectively. These allocations were based on an estimate of
the proportion of corporate expenses related to the Company, utilizing such
factors as revenues, number of employees, number of transactions processed and
other applicable factors.
 
                                       7

<PAGE>
 
   The Company was also charged corporate interest expense based on the
anticipated corporate debt allocations of NDC to the Company at the
Distribution Date. The Company utilized a rollback approach to allocate the
anticipated portion of the NDC consolidated group's debt and interest expense
for all historical periods presented. This treatment records the current
proposed debt allocation percentage for all historical periods presented. The
allocated portion of the consolidated group's debt is presented as due to NDC
on the accompanying consolidated balance sheets. Interest expense recorded by
the Company related to this debt was $1.0 million and $0.9 million in the third
quarter periods ended February 28, 2001 and February 29, 2000, respectively,
and $3.1 million and $3.0 million in the nine month periods ending February 28,
2001 and February 29, 2000, respectively, and is included in interest and other
expense.
 
Note 6--Subsequent Event:
 
   On March 20, 2001, the Company completed the previously announced
acquisition of substantially all of the assets of the merchant acquiring
business of Canadian Imperial Bank of Commerce ("CIBC") and formed a 10-year
marketing alliance with CIBC to offer VISA and debit card payment products and
services in Canada. In exchange for the net assets acquired, the Company issued
approximately 9.8 million of unregistered shares of the Company's common stock
representing 26.25% of its diluted shares outstanding with a fair value of
$133.6 million.
 
                                       8

<PAGE>
 

                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
   For an understanding of the significant factors that influenced our results,
the following discussion should be read in conjunction with our combined
financial statements and related notes appearing elsewhere in this report. It
is also suggested that this management's discussion and analysis be read in
conjunction with the management's discussion and analysis and pro forma
combined financial statements included in our latest Registration Statement on
Form 10 filed on December 28, 2000.
 
General
 
   We provide a wide range of end-to-end electronic commerce solutions to
merchants, corporations, financial institutions and government agencies. We
market our products and services through a variety of distinct sales channels
including a dedicated direct sales force, independent sales organizations,
independent sales representatives, an internal telesales group, alliance bank
relationships and financial institutions.
 
   We operate in one business segment, electronic transaction processing, and
provide products and services through our merchant services and funds transfer
offerings. For the nine months ended February 28, 2001, more than 94% of our
revenue was from our merchant services offerings and the remaining 6% of total
revenue was from our funds transfer offerings.
 
   Merchant services include credit and debit card transaction processing,
business-to-business purchase card transaction processing, check guarantee,
check verification and recovery, and terminal management services. We have two
basic business models. In one model, which we refer to as "direct" merchant
services, we have a salaried and commissioned sales force that sells our end-
to-end services directly to merchants. In the other model, which we refer to as
"indirect" merchant services, we provide products and services to financial
institutions who in turn resell to their merchants. The mix of merchant
acquiring revenue between direct and indirect is approximately two-thirds
direct and one-third indirect.
 
   During the last nine months, we have made several adjustments to our GAAP
reported results to disclose pro forma or "normalized" results of operations.
The adjustments to GAAP include the impact of divested businesses, other non-
recurring items and certain pro forma costs assuming the spin-off from National
Data Corporation occurred on June 1, 1999. To provide better clarity, we have
included an Exhibit 99.1 to this Form 10-Q which compares the quarterly GAAP
reported income statement to the pro forma or "normalized" income statement for
the periods ended May 31, 2000 and February 28, 2001.
 
Components of Income Statement
 
   We derive our revenues from three primary sources: (i) charges based on
volumes and fees for merchant services; (ii) charges based on transaction
quantity; and (iii) equipment sales, leases and service fees. Revenues
generated by these areas depend upon a number of factors, such as demand for
and price of our services, the technological competitiveness of our product
line, our reputation for providing timely and reliable service, competition
within our industry, and general economic conditions.
 
   Cost of service consists primarily of the cost of network telecommunications
capability, transaction processing systems, personnel to develop and maintain
applications and operate computer networks and to provide customer support, and
depreciation and occupancy costs associated with the facilities performing
these functions.
 
   Sales, general and administrative expenses consist primarily of salaries,
wages and related expenses paid to sales, non-revenue producing customer
support functions and administrative employees and management, commissions to
independent contractors and sales organizations, advertising costs, other
selling expenses, employee training costs and occupancy of leased space
directly related to these functions.
 
                                       9

<PAGE>
 
   Other income and expense consists of minority interest in earnings expense,
interest expense and other miscellaneous items of income and expense.
 
   Our earnings before interest, taxes, depreciation and amortization, or
EBITDA, is defined as operating income plus depreciation and amortization. This
statistic and its results as a percentage of revenue may not be comparable to
similarly titled measures reported by other companies. EBITDA is not a
measurement of financial performance under accounting principles generally
accepted in the U.S. and is not presented as a substitute for net income or
cash flow from operating, investing or financing activities determined in
accordance with accounting principles generally accepted in the U.S. However,
we believe this statistic is a relevant measurement and provides a comparable
cash earnings measure, excluding the impact of the amortization of acquired
intangibles and potential timing differences associated with capital
expenditures and the related depreciation charges.
 
Impact of CIBC Merchant Acquiring Business Acquisition
 
   On March 20, 2001, we completed the previously announced acquisition of
substantially all of the assets of the merchant acquiring business of Canadian
Imperial Bank of Commerce and formed a 10-year marketing alliance with CIBC to
offer VISA and debit card payment products and services in Canada. In exchange
for the net assets acquired, we issued approximately 9.8 million unregistered
shares of our common stock representing 26.25% of our diluted shares
outstanding with a fair value of $133.6 million. The assets comprise the
business of accepting, processing and settling credit and debit card
transaction records for merchants. We intend to operate the business in a
manner consistent with CIBC's historical operations. The revenues for the
business are generated by the merchant locations, which are marketed through a
combination of a direct sales force, referrals from CIBC's approximate 1,200
bank branch locations comprising CIBC's branch network and an independent sales
organization.
 
   We believe the cash flows from operations of the acquisition on a stand-
alone basis will be sufficient to meet the needs of our operations, except for
short-term borrowing needs under the CIBC credit facility explained in greater
detail below. There are no other material capital commitments expected with
respect to this acquisition.
 
Results of Operations
 
 Third Quarter Ended February 28, 2001 Compared to Third Quarter Ended February
 29, 2000
 
   The following table provides comparisons of our results of operations for
the third quarter ended February 28, 2001 and February 29, 2000, respectively:
 

<TABLE>
<CAPTION>
                               Three Months Ended February 28/29,
                           --------------------------------------------
                                   2001                   2000
                           ---------------------  --------------------- 2001 vs.
                                          % of                   % of     2000
                              Actual     Revenue     Actual     Revenue  Change
                           ------------- -------  ------------- ------- --------
                           (in millions)          (in millions)
<S>                        <C>           <C>      <C>           <C>     <C>
Revenue...................     $80.7                  $81.8                (1)%
Operating expenses:
 Cost of service..........      44.6        55 %       44.5        54 %   --  %
 Sales, general and
  administrative..........      24.1        30 %       23.9        29 %     1 %
                               -----       ---        -----       ---     ---
 
Operating income..........      12.0        15 %       13.4        17 %   (11)%
 
 Other income (expense)...      (2.5)       (3)%       (2.1)       (3)%   (15)%
                               -----       ---        -----       ---     ---
 
 Income before income
  taxes...................     $ 9.5        12 %      $11.3        14 %   (16)%
                               =====       ===        =====       ===     ===
 Depreciation and
  amortization............     $ 5.0         6 %      $ 4.7         6 %     7 %
 
 EBITDA...................     $17.0         21 %     $18.1        22 %    (6)%
</TABLE>

 
                                       10

<PAGE>
 
   Our revenue decrease of $1.1 million or 1% to $80.7 million in the third
quarter ended February 28, 2001 from $81.8 million in the prior year's third
quarter was primarily due to business divestures. Revenue associated with the
businesses divested was $2.2 million in the quarter ended February 29, 2000.
Excluding this item, our normalized revenue would be $79.6 million in third
quarter period ended February 29, 2000. We expect the decline in revenue to
continue for the remainder of the year primarily due to these divestures.
Nevertheless, our revenue reflects strong volume and transaction growth in our
direct merchant acquiring card processing services offset by declines in our
indirect merchant services sources and funds transfer product offerings
compared to the prior year's comparable period. The declines in indirect
merchant services are a result of the consolidating financial institution
market.
 
   Cost of service increased $0.1 million to $44.6 million the third quarter
ended February 28, 2001 from $44.5 million in the prior year's third quarter.
As a percentage of revenue, cost of service increased to 55% in the third
quarter ended February 28, 2001 compared to 54% in the prior year's third
quarter.
 
   Sales, general and administrative expenses increased $0.2 million or 1% to
$24.1 million in the third quarter ended February 28, 2001 from $23.9 million
in the prior year's third quarter. As a percentage of revenue, these expenses
increased to 30% for the third quarter ended February 28, 2001 compared to 29%
in the prior year's third quarter.
 
   Operating income decreased $1.4 million or 11% to $12.0 million in the third
quarter ended February 28, 2001 from $13.4 million in the prior year's third
quarter. As a percentage of revenue, our operating income margin decreased to
15% in the third quarter ended February 28, 2001 from 17% in the prior year's
third quarter. The decline in expense and operating margins are attributed to a
relatively higher level of investment in spin related infrastructure and
personnel, and direct sales channels, the benefit of which is not expected
until future periods. Additionally, the historical operating margins are being
impacted by the declines in the indirect merchant services and funds transfer
offerings, due to fewer growth opportunities and the factors discussed above.
Assuming the additional management and related corporate costs incurred in
anticipation of becoming a separate public entity were incurred and the
businesses were divested in the prior year's third quarter, operating income
would have decreased $1.0 million or 8% for the third quarter ended February
28, 2001.
 
   Basic earnings per share decreased $0.04 or 15% to $0.22 in the third
quarter ended February 28, 2001 from $0.26 in the prior year's third quarter.
This decrease is primarily due to operating income. The following information
provides an analysis of basic earnings per share that we believe is a more
meaningful illustration of the historical basic earnings per share for
comparability purposes:
 

<TABLE>
<CAPTION>
                                                   Three Months Ended
                                           -----------------------------------
                                           February 28, 2001 February 29, 2000
                                           ----------------- -----------------
<S>                                        <C>               <C>
Reported basic earnings per share.........       $0.22             $0.26
Additional sales, general and
 administrative expenses that will be
 incurred as a separate independent public
 company(1)...............................         --              (0.02)
Impact of losses from divested businesses
 and other, net...........................         --               0.01
                                                 -----             -----
Normalized basic earnings per share.......       $0.22             $0.25
                                                 =====             =====
</TABLE>

--------
(1) Adjustment and pro forma methodology included in the our latest
    Registration Statement on Form 10 filed on December 28, 2000 for the year
    ended May 31, 2000 and the three months ended August 31, 2000. See Exhibit
    99.1 for additional pro forma/"normalized" results of operations.
 
                                       11

<PAGE>
 
 Nine Months Ended February 28, 2001 Compared to Nine Months Ended February 29,
 2000
 
   The following table provides comparisons of our results of operations for
the nine months ended February 28, 2001 and February 29, 2000, respectively:

<TABLE>
<CAPTION>
                                Nine Months Ended February 28/29,
                           -------------------------------------------
                                   2001                  2000
                           --------------------- --------------------- 2001 vs.
                                          % of                  % of     2000
                              Actual     Revenue    Actual     Revenue  Change
                           ------------- ------- ------------- ------- --------
                           (in millions)         (in millions)
<S>                        <C>           <C>     <C>           <C>     <C>
Revenue...................    $250.5                $255.8                (2)%
Operating expenses:
 Cost of service..........     133.7        53 %     136.5        53 %    (2)%
 Sales, general and
  administrative..........      72.2        29 %      70.1        27 %     3 %
                              ------       ---      ------       ---     ---
 
Operating income..........      44.5        18 %      49.2        19 %    (9)%
 
 Other income (expense)...      (7.3)       (3)%      (6.6)       (3)%    (9)%
                              ------       ---      ------       ---     ---
 
 Income before income
  taxes...................    $ 37.2        15 %    $ 42.6        17 %   (13)%
                              ======       ===      ======       ===     ===
 
 Depreciation and
  amortization............    $ 14.8         6 %    $ 14.9         6 %    (1)%
 
 EBITDA...................    $ 59.3        24 %    $ 64.1        25 %    (7)%
</TABLE>

 
 
   Our revenue decrease of $5.3 million or 2% to $250.5 million in the nine
months ended February 28, 2001 from $255.8 million in the prior year's third
quarter was primarily due to business divestures ($4.8 million) and a non-
recurring product and service mix change ($2.9 million) in the nine months
ended February 29, 2000. Revenue associated with the businesses divested was
$2.9 million and $7.7 million in the nine-month periods ended February 28, 2001
and February 29, 2000, respectively. We expect this decline to continue for the
remainder of the year primarily due to these divestures. Excluding these items,
our normalized revenue would be $247.6 million and $245.3 million in the nine-
month periods ended February 28, 2001 and February 29, 2000, respectively. This
modest revenue increase reflects strong volume and transaction growth in our
direct merchant acquiring card processing services offset by declines in our
indirect merchant services sources and funds transfer product offerings
compared to the prior year's comparable period.
 
   Cost of service decreased $2.8 million or 2% to $133.7 million in the nine
months ended February 28, 2001 from $136.5 million in the prior year's
comparable period. As a percentage of revenue, cost of service was consistent
at 53% in the nine months ended February 28, 2001 and February 29, 2000. This
cost decrease was primarily due to the recent divestitures.
 
   Sales, general and administrative expenses increased $2.1 million or 3% to
$72.2 million in the nine months ended February 28, 2001 from $70.1 million in
the prior year's comparable period. As a percentage of revenue, these expenses
increased to 29% for the nine months ended February 28, 2001 compared to 27% in
the prior year's comparable period. These increases were primarily due to the
relatively higher level of investment in spin-related infrastructure and
personnel, and direct sales channels, the benefit of which is not expected
until future periods.
 
   Operating income decreased $4.7 million or 9% to $44.5 million in the nine
months ended February 28, 2001 from $49.2 million in the prior year's
comparable period. As a percentage of revenue, our operating income margin
decreased to 18% in the nine months ended February 28, 2001 from 19% in the
prior year's comparable period. These decreases are due primarily to the
factors described above. On a normalized basis, operating income decreased $1.2
million or 3% to $44.3 million in the nine months ended February 28, 2001 from
$45.5 million in the prior year's comparable period
 
   Basic earnings per share decreased $0.11 or 11% to $0.87 for the nine-month
period ended February 28, 2001 from $0.98 in the prior year's third quarter.
This decrease is primarily due to the additional spin related
 
                                       12

<PAGE>
 
expenses, divestitures and decrease in normalized operating income. The
following information provides an analysis of basic earnings per share that we
believe is a more meaningful illustration of the historical basic earnings per
share for comparability purposes:
 

<TABLE>
<CAPTION>
                                                     Nine Months Ended
                                            -----------------------------------
                                            February 28, 2001 February 29, 2000
                                            ----------------- -----------------
<S>                                         <C>               <C>
Reported basic earnings per share..........      $ 0.87            $ 0.98
Interest expense associated with the
 interest rate under the terms of the new
 line of credit versus the amounts that
 have been allocated(1)....................       (0.02)            (0.01)
Additional sales, general and
 administrative expenses that will be
 incurred as a separate independent public
 company(1)................................       (0.01)            (0.07)
Losses from divested businesses and other,
 net.......................................        0.01             (0.02)
                                                 ------            ------
Normalized basic earnings per share........      $ 0.85            $ 0.88
                                                 ======            ======
</TABLE>

--------
(1) Adjustment and pro forma methodology included in our latest Registration
    Statement on Form 10 filed on December 28, 2000 for the year ended May 31,
    2000 and the three months ended August 31, 2000. See Exhibit 99.1 for
    additional pro forma/"normalized" results of operations.
 
 Forward-Looking Results of Operations
 
Revenue
 
   In the year ended May 31, 2000, we reported revenue of $340 million. This
revenue included $12.8 million associated with businesses divested in the first
nine months of fiscal 2001 and other non-recurring items. Excluding these
revenues from the reported fiscal 2000 amounts, our normalized revenue would
have been $327 million. No pro forma adjustments associated with the Global
Payments spin-off were required with respect to fiscal 2000 amounts reported.
On the normalized revenue, we anticipate essentially the same revenue
performance for the year ended May 31, 2001, which is consistent with our
actual results to date, due to continued strong volume growth in merchant
acquiring card processing services offset by declines in certain other merchant
services product offerings and funds transfer offerings. Including the CIBC
merchant acquiring business acquisition, normalized revenue for the year ended
May 31, 2001 may increase to $340 to $345 million. Accordingly, we anticipate
revenue growth of approximately 5% for the year ended May 31, 2001 over the
normalized revenue of $327 million for 2000. For fiscal 2002, we expect low- to
mid-double digit percentage revenue growth compared to our fiscal 2001
expectation of $340 to 345 million. We are continuing to evaluate strategic
alternatives for our secondary businesses; accordingly, these revenue
expectations do not consider the impact of potential future divestitures.
 
Earnings Per Share
 
   In the year ended May 31, 2000, we reported basic earnings per share of
$1.24. Any adjustments resulting from the losses on business divestitures
essentially offset the increase from other non-recurring items in fiscal 2000,
as noted above, and had a $0.01 impact on basic earnings per share. In the year
ended May 31, 2000, our basic earnings per share excludes the impact of the pro
forma adjustments associated with management and related corporate costs
incurred in anticipation of becoming a separate public entity and additional
interest expense as a result of the new line of credit totaling $0.10 per basic
share. If these items were included in the reported fiscal 2000 amounts, our
normalized earnings per basic share would have been $1.13. We anticipate
reporting normalized basic earnings per share for the year ended May 31, 2001
of $1.01 to $1.06. In fiscal 2002, we anticipate a modest increase in basic
earnings per share compared to the fiscal 2001 expectation of $1.01 to $1.06.
However, the timing of the integration of the CIBC acquisition and base
business consolidation efforts underway may have a favorable impact upon our
fiscal 2002 basic earnings per share expectation, excluding the cost impact of
integration and consolidation efforts.
 
   We continue to streamline operations through office consolidation and
evaluation of secondary businesses and investments. During the third quarter
ending February 28, 2001, certain operations were consolidated into
 
                                       13

<PAGE>
 
other existing facilities. In addition, we are evaluating our sole investment
in an Internet technology company that has experienced difficulty securing
additional funding in current market conditions. We anticipate that future
financial results may be impacted by these actions.
 
 Liquidity and Capital Resources
 
   Cash flow generated from operations provides us with a significant source of
liquidity to meet our needs. At February 28, 2001, we had cash and cash
equivalents totaling $0.5 million. Net cash provided by operating activities
increased 12% to $54.9 million for the nine months ended February 28, 2001 from
$49.0 million for the prior year's comparable period driven primarily by the
favorable timing of the net merchant processing funds compared to last year.
The merchant processing receivables and payables fluctuate due to the timing of
credit card settlement and funding of merchants and vary from month to month
based on processing volumes.
 
   Net cash used in investing activities was $5.2 million for the nine months
ended February 28, 2001 compared to $5.3 million in the prior year's comparable
period primarily due to capital expenditure investments in infrastructure.
Subsequent to February 28, 2001, management and the board of directors approved
capital projects totaling approximately $10.0 million primarily to support the
integration of the CIBC's merchant acquiring business acquisition. These
projects are expected to be completed in the next 18 months.
 
   Net cash used in financing activities increased $11.7 to $51.9 million for
the nine months ended February 28, 2001 from $40.2 million in the prior year's
comparable period. With the completion of the spin-off from National Data
Corporation during the quarter, we have drawn a net $59 million on our line of
credit to fund the balance of the cash dividend payment to NDC on January 31,
2001. Under the terms of the distribution agreement with NDC, a final true up
will occur by early May 2001, we do not expect this final reconciliation to be
material.
 
   We believe that our current level of cash and borrowing capacity under our
committed line of credit described below, along with future cash flows from
operations, are sufficient to meet the needs of our existing operations and
planned requirements for the foreseeable future. We currently do not have any
material capital commitments (other than commitments under capital and
operating leases discussed in Note 14 of our audited combined financial
statements included in the Form 10) or planned expansions. In addition to the
planned capital projects referred to above, we will continue the planning and
development process, which will allow us to assume the processing services CIBC
will initially provide to the Canadian merchants under a transition
arrangement. This development effort will also increase our capital
expenditures further above historical levels over the next two years. We
regularly evaluate cash requirements for current operations, commitments,
development activities and acquisitions. We may elect to raise additional funds
for these purposes, either through the issuance of debt or equity or otherwise,
as appropriate.
 
Credit Facilities
 
   Our short-term and long-term liquidity needs depend upon our level of net
income, accounts receivable, accounts payable and accrued expenses. We have a
$110 million revolving line of credit. It has been initially used to fund the
cash due to NDC to reflect our share of NDC's pre-distribution debt used to
establish our initial capitalization. This line of credit will also be used to
meet our working capital and acquisition needs after the distribution. This
line has a variable interest rate based on market rates and customary
origination-related fees and expenses. The credit agreement contains certain
financial and non-financial covenants customary for financings of this nature.
The facility has a three-year term, expiring in January 2004.
 
 
                                       14

<PAGE>
 
   With our acquisition of the CIBC merchant acquiring business, we entered
into related agreements to operate the business, including a credit facility.
Canadian merchant acquiring businesses typically advance payment to merchants
for credit card transactions before receiving the interchange reimbursement
from the card issuing banks. This business model differs from the U.S. where
merchant funding only occurs after we receive the funds from the card issuing
banks. CIBC has provided us with a revolving credit facility, which will be
available to us to fund the approximate two-day interval between our payment of
Canadian merchants and our receipt of the interchange fee.
 
   The credit facility provides us with a line of credit of up to C$140 million
with an additional overdraft facility available to cover larger advances during
periods of peak usage of credit and debit cards, and carries an interest rate
based on Canadian Dollar LIBOR (C$LIBOR), the CIBC offered rate or CIBC's prime
rate, at our option. It contains customary covenants and events of default. The
line of credit is secured by a first priority security interest in our accounts
receivable from VISA Canada/International, and will be guaranteed by us and
certain subsidiaries. This guarantee is subordinate to our primary credit
facility discussed above. The CIBC credit facility will have an initial term of
364 days from the date of the closing of the acquisition and it is renewable
annually at CIBC's option.
 
 Forward-Looking Information
 
   When used in this Quarterly Report on Form 10-Q, in documents incorporated
herein and elsewhere by our management from time to time, the words "believes,"
"anticipates," "expects," "intends," "plans" and similar expressions and
statements that are necessarily dependent on future events are intended to
identify forward-looking statements concerning our business operations,
economic performance and financial condition, including in particular, our
business strategy and means to implement the strategy, our objectives, the
amount of future capital expenditures, the likelihood of our success in
developing and introducing new products and expanding its business, and the
timing of the introduction of new and modified products or services. For such
statements, the protection of the safe harbor for forward-looking statements
contained in the Private Securities Litigation Reform Act of 1995 is applicable
and invoked. Such statements are based on a number of assumptions, estimates,
projections or plans that are inherently subject to significant risks,
uncertainties and contingencies that are subject to change. Actual revenues,
revenue growth and margins will be dependent upon all such factors and their
results subject to risks related to our implementation of changes, the failure
to implement changes, and customer acceptance of such changes or lack of
change. Actual results of events could differ materially from those anticipated
in our forward-looking statements, as a result of a variety of factors,
including: (a) those set forth in Risk Factors in our Information Statement
included in the Registration Statement on Form 10 which are incorporated herein
by this reference; those set forth elsewhere herein; (c) those set forth from
time to time in our press releases and reports and other filings made with the
Securities and Exchange Commission; and (d) those set forth from time to time
in our analyst calls and discussions. We caution that such factors are not
exclusive. Consequently, all of the forward-looking statements made herein are
qualified by these cautionary statements and readers are cautioned not to place
undue reliance on these forward-looking statements, which speak only as of the
date hereof. We undertake no obligation to update forward looking or other
statements or to publicly release the results of any revisions of such forward-
looking statements that may be made to reflect events or circumstances after
the date hereof, or thereof, as the case may be, or to reflect the occurrence
of unanticipated events.
 
                                       15

<PAGE>
 
 
                                   Part II
 

ITEM 1--PENDING LEGAL PROCEEDINGS
 
   The Company is party to a number of claims and lawsuits incidental to its
business. In the opinion of management, the ultimate outcome of such matters,
in the aggregate, will not have a material adverse impact on the Company's
financial position, liquidity or results of operations.
 

ITEM 2--CHANGES IN SECURITIES
 
   None
 

ITEM 3--DEFAULTS UPON SENIOR SECURITIES
 
   None
 

ITEM 4--SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
   None
 

ITEM 5--OTHER INFORMATION
 
   Exhibit 99.1--Unaudited Combined Statements of Income, is presented for
information purposes for fiscal years 2000 and 2001.
 

ITEM 6--EXHIBITS AND REPORTS FILED ON FORM 8-K
 
    (a) Exhibits: None
 
    (b) Reports on Form 8-K:
 
   January 26, 2001--Item 5--The Company entered into a Shareholder Protection
Rights Agreement pursuant to which it will distribute one right for each
outstanding share of the Company's Common Stock, to shareholders of record at
the close of business on January 30, 2001 and for each share of Common Stock
issued by the Company. No financial statements were filed with this report.
 
   January 31, 2001--Item 5--National Data Corporation, a Delaware corporation
the sole stockholder of Global Payments Inc., a Georgia corporation (the
"Registrant"), distributed 26,430,192 shares of common stock, no par value of
the Registrant to the stockholders of record of NDC's common stock as of
January 19, 2001, which shares constituted 100% of the Registrant's issued and
outstanding shares of Common Stock as of such date. As a result of the
Distribution, the Registrant is no longer wholly owned by NDC and is now an
independent public company. No financial statements were filed with this
report.
 
   February 1, 2001--Item 9--Pro forma diluted earnings per share guidance. No
financial statements were filed with this report.
 
                                       16

<PAGE>
 

                                   Signatures
 
   Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
 
                                          Global Payments Inc.
                                          (Registrant)
 
                                          By: /s/ James G. Kelly
                                             ---------------------------
                                            James G. Kelly
                                            Chief Financial Officer
                                            (Principal Financial Officer and
                                            Chief Accounting Officer)
Date: April 16, 2001
 
                                       17





<PAGE>
 
                                                                    Exhibit 99.1
 
                     UNAUDITED COMBINED STATEMENT OF INCOME
 
                              GLOBAL PAYMENTS INC.
                                 (in thousands)
 

<TABLE>
<CAPTION>
                                        FY 00 ACTUAL                         FY 00 PRO FORMA/"NORMALIZED"(1)
                         ---------------------------------------------- ----------------------------------------------
                          Qtr 1    Qtr 2    Qtr 3    Qtr 4   Total Year  Qtr 1    Qtr 2    Qtr 3    Qtr 4   Total Year
                         -------  -------  -------  -------  ---------- -------  -------  -------  -------  ----------
<S>                      <C>      <C>      <C>      <C>      <C>        <C>      <C>      <C>      <C>      <C>
Revenue
Merchant Services....... $84,202  $78,835  $76,324  $78,901   $318,262  $78,662  $76,556  $74,479  $76,830   $306,527
Funds Transfer..........   5,626    5,339    5,503    5,303     21,771    5,335    5,100    5,137    5,084     20,656
                         -------  -------  -------  -------   --------  -------  -------  -------  -------   --------
  Total.................  89,828   84,174   81,827   84,204    340,033   83,997   81,656   79,616   81,914    327,183
Operating expenses:
 Cost of service........  46,022   45,891   44,541   45,025    181,479   43,808   43,898   42,993   43,339    174,038
 Sales, general and
 administrative.........  23,267   23,008   23,866   25,201     95,342   22,962   22,517   23,620   24,886     93,985
                         -------  -------  -------  -------   --------  -------  -------  -------  -------   --------
                          69,289   68,899   68,407   70,226    276,821   66,770   66,415   66,613   68,225    268,023
                         -------  -------  -------  -------   --------  -------  -------  -------  -------   --------
Operating income........  20,539   15,275   13,420   13,978     63,212   17,227   15,241   13,003   13,689     59,160
EBITDA..................  25,668   20,375   18,074   19,123     83,240   22,356   20,341   17,657   18,834     79,188
Other income/(expense)
 Interest and other
 income.................     283      361      513     (361)       796      283      361      513     (361)       796
 Interest and other
 expense................  (1,522)  (1,657)  (1,626)  (1,314)    (6,119)  (1,680)  (1,815)  (1,784)  (1,473)    (6,752)
 Minority interest in
 earnings...............  (1,071)    (923)  (1,031)  (1,092)    (4,117)  (1,071)    (923)  (1,031)  (1,092)    (4,117)
                         -------  -------  -------  -------   --------  -------  -------  -------  -------   --------
                          (2,310)  (2,219)  (2,144)  (2,767)    (9,440)  (2,468)  (2,377)  (2,302)  (2,926)   (10,073)
                         -------  -------  -------  -------   --------  -------  -------  -------  -------   --------
Income before income
taxes...................  18,229   13,056   11,276   11,211     53,772   14,759   12,864   10,701
   10,763     49,087
 Income Taxes...........   7,025    5,033    4,346    4,321     20,725    5,688    4,958    4,126    4,149     18,921
                         -------  -------  -------  -------   --------  -------  -------  -------  -------   --------
 Net Income.............  11,204    8,023    6,930    6,890     33,047    9,071    7,906    6,575    6,614     30,166
                         =======  =======  =======  =======   ========  =======  =======  =======  =======   ========
 Basic Shares...........  27,101   26,701   26,336   26,204     26,586   27,101   26,701   26,336   26,204     26,586
 Basic Earnings per
 Share.................. $  0.41  $  0.30  $  0.26  $  0.26   $   1.24  $  0.33  $  0.30  $  0.25  $  0.25   $   1.13
                         =======  =======  =======  =======   ========  =======  =======  =======  =======   ========
Pro Forma Diluted
Shares..................  27,348   26,878   26,561   26,384     26,793   27,348   26,878   26,561   26,384     26,793
Pro Forma Diluted
Earnings per Share...... $  0.41  $  0.30  $  0.26  $  0.26   $   1.23  $  0.33  $  0.29  $  0.25  $  0.25   $   1.13
                         =======  =======  =======  =======   ========  =======  =======  =======  =======   ========
</TABLE>

----
(1) Includes adjustments to GAAP results for the impact of divested businesses,
    other non-recurring items, net and pro forma costs, assuming the spin-off
    from National Data Corporation occurred on June 1, 1999.
 
                                       1

<PAGE>
 
                    UNAUDITED COMBINED STATEMENT OF INCOME
 
                             GLOBAL PAYMENTS INC.
                                (in thousands)
 

<TABLE>
<CAPTION>
                                   FY 01 ACTUAL               FY 01 PRO FORMA/"NORMALIZED"(1)
                         -----------------------------------  -----------------------------------
                          Qtr 1    Qtr 2    Qtr 3    Total     Qtr 1    Qtr 2    Qtr 3    Total
                         -------  -------  -------  --------  -------  -------  -------  --------
<S>                      <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>
Revenue
Merchant Services....... $82,076  $77,752  $76,745  $236,573  $80,053  $76,895  $75,171  $232,119
Funds Transfer..........   5,115    4,879    3,929    13,923    5,115    4,879    5,503    15,497
                         -------  -------  -------  --------  -------  -------  -------  --------
  Total.................  87,191   82,631   80,674   250,496   85,168   81,774   80,674   247,616
Operating expenses:
 Cost of service........  45,881   43,250   44,607   133,738   44,296   42,563   44,607   131,466
 Sales, general and
 administrative.........  24,729   23,409   24,101    72,239   24,502   23,238   24,101    71,841
                         -------  -------  -------  --------  -------  -------  -------  --------
                          70,610   66,659   68,708   205,977   68,798   65,801   68,708   203,307
                         -------  -------  -------  --------  -------  -------  -------  --------
Operating income........  16,581   15,972   11,966    44,519   16,370   15,973   11,966    44,309
EBITDA..................  21,497   20,871   16,958    59,326   21,285   20,872   16,958    59,115
Other income/(expense)
 Interest and other
 income.................     700      530      260     1,490      700      530      260     1,490
 Interest and other
 expense................  (1,791)  (1,599)  (1,425)   (4,815)  (2,205)  (2,013)  (1,425)   (5,643)
 Minority interest in
 earnings...............  (1,427)  (1,233)  (1,295)   (3,955)  (1,427)  (1,233)  (1,295)   (3,955)
                         -------  -------  -------  --------  -------  -------  -------  --------
                          (2,518)  (2,302)  (2,460)   (7,280)  (2,932)  (2,716)  (2,460)   (8,108)
                         -------  -------  -------  --------  -------  -------  -------  --------
Income before income
taxes...................  14,063   13,670    9,506    37,239   13,438   13,257    9,506    36,201
Income Taxes............   5,414    5,263    3,660    14,337    5,174    5,104    3,660    13,938
                         -------  -------  -------  --------  -------  -------  -------  --------
Net Income..............   8,649    8,407    5,846    22,902    8,264    8,153    5,846    22,263
                         =======  =======  =======  ========  =======  =======  =======  ========
Basic Shares............  26,222   26,311   26,475    26,336   26,222   26,311   26,475    26,336
Basic Earnings per
Share................... $  0.33  $  0.32  $  0.22  $   0.87  $  0.32  $  0.31  $  0.22  $   0.85
                         =======  =======  =======  ========  =======  =======  =======  ========
Pro Forma Diluted
Shares..................  26,403   26,716   27,080    26,733   26,403   26,716   27,080    26,733
Pro Forma Diluted
Earnings per Share...... $  0.33  $  0.31  $  0.22  $   0.86  $  0.31  $  0.31  $  0.22  $   0.83
                         =======  =======  =======  ========  =======  =======  =======  ========
</TABLE>

----
(1) Includes adjustments to GAAP results for the impact of divested
    businesses, other non-recurring items, net and pro forma costs, assuming
    the spin-off from National Data Corporation occurred on June 1, 1999.
 
 
                                       2