<PAGE>
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                   FORM 10-Q/A

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

                                   (MARK ONE)

         [X]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                      FOR THE QUARTER ENDED MARCH 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 000-25315

                             SAGENT TECHNOLOGY, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                DELAWARE                                   94-3225290
     (STATE OR OTHER JURISDICTION OF                    (I.R.S. EMPLOYER
     INCORPORATION OR ORGANIZATION)                  IDENTIFICATION NUMBER)

                        800 W. EL CAMINO REAL, SUITE 300
                             MOUNTAIN VIEW, CA 94040
           (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES INCLUDING ZIP CODE)

                                 (650) 815-3100
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

   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 [ ]

   As of March 31, 2001, Registrant had 36,526,887 shares of common stock issued
and outstanding.

<PAGE>

                                INTRODUCTORY NOTE

        The purpose of this Form 10-Q/A is to restate the condensed consolidated
financial statements of Sagent Technology, Inc. ("Sagent" or the "Company") for
the quarterly period ended March 31, 2001. In a press release issued on November
28, 2001, Sagent announced that it was revising its results of operations for
the first nine months of 2001 as a result of an internal investigation into the
validity of sales orders to various government agencies. The investigation
confirmed that sales orders booked by one of its employees in its Fairfax, Va.
office to government agencies from the first through third quarters of 2001,
totaling approximately $5 million, were invalid. As a result, Sagent is reducing
its reported revenue from $11.0 million to $10.3 million and increasing its
reported net loss from $9.9 million to $10.5 million for the quarter ended March
31, 2001. The financial statements included in this Form 10-Q/A have been
restated to remove the effect of the invalid sales orders. See Note 1 to the
financial statements.

        For purposes of this Form 10-Q/A, and in accordance with Rule 12b-15
under the Securities and Exchange Act of 1934, as amended, the Company has
amended and restated in its entirety each item of the Company's Form 10-Q for
the quarterly period ended March 31, 2001, which has been affected by the
restatement. This Form 10-Q/A does not reflect events occurring after the filing
of the original Form 10-Q on May 15, 2001, or modify or update those disclosures
in any way, except as required to reflect the effects of this restatement.



                                       2
<PAGE>

             SAGENT TECHNOLOGY, INC. QUARTERLY REPORT ON FORM 10-Q/A
                       FOR THE PERIOD ENDED MARCH 31, 2001
                                      INDEX

<TABLE>
<CAPTION>
                                                                                                 PAGE NO.
                                                                                                 --------
<S>         <C>                                                                                  <C>
PART I.     CONSOLIDATED CONDENSED FINANCIAL INFORMATION

Item 1.     Unaudited Condensed Consolidated Financial Statements:

            Condensed Consolidated Balance Sheets
            March 31, 2001 (Restated see Note 1) and December 31, 2000                               4

            Condensed Consolidated Statements of Operations
            Three months ended March 31, 2001 (Restated see Note 1)                                  5

            Condensed Consolidated Statements of Cash Flows
            Three months ended March 31, 2001 (Restated see Note 1)                                  6

            Notes to Unaudited Consolidated Condensed Financial Statements                           7

Item 2.     Management's Discussion and Analysis of Financial Condition and Results of
            Operations                                                                              11

Item 3.     Quantitative and Qualitative Disclosures About Market Risk                              21

PART II.    OTHER INFORMATION

Item 1.     Legal Proceedings                                                                       21

Item 2.     Changes in Securities and Use of Proceeds                                               22

SIGNATURES                                                                                          23

INDEX TO EXHIBITS                                                                                   24
</TABLE>



                                       3
<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                             SAGENT TECHNOLOGY, INC.
                 UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
                      (In thousands, except per share data)


<TABLE>
<CAPTION>
                                                                          MARCH 31,      DECEMBER 31,
                                                                          ----------     ------------
                                                                            2001             2000
                                                                          ----------     ------------
                                                                          (RESTATED)
<S>                                                                       <C>            <C>
                                          Assets
Current assets:
  Cash and cash equivalents ........................................      $  17,158       $   6,372
  Accounts receivable, net of allowance for doubtful
     accounts of $3,298 in 2001 and $4,968 in 2000 .................         13,348          14,667
  Other current assets .............................................          5,362           6,261
                                                                          ---------       ---------
     Total current assets ..........................................         35,868          27,300
Property and equipment, net ........................................          4,730           5,718
Goodwill, net ......................................................          7,972           7,323
Notes receivable from officers .....................................          3,147           3,151
Other assets .......................................................          2,190           2,595
                                                                          ---------       ---------
     Total assets ..................................................      $  53,907       $  46,087
                                                                          =========       =========

                               Liabilities and Stockholders' Equity

Current liabilities:
  Accounts payable .................................................      $   2,852       $   3,296
  Accrued liabilities ..............................................          5,590           5,842
  Deferred revenue .................................................          8,123           8,352
  Current portion of capital lease obligations .....................          1,083           1,037
                                                                          ---------       ---------
     Total current liabilities .....................................         17,648          18,527
Deferred rent ......................................................            190             245
Long-term portion of capital lease obligations .....................            387             650
                                                                          ---------       ---------
     Total liabilities .............................................         18,225          19,422
                                                                          ---------       ---------
Stockholders' equity:
  Convertible preferred stock, par value $.001 per share;
   Authorized: 15,556 shares in March 31, 2001 and
   December 31, 2001; Issued and outstanding: none in 2001
   and 2000 ........................................................             --              --
   Common stock, par value $.001 per share; authorized: 70,000
    shares in March 31, 2001 and December 31, 2000; Issued and
    outstanding 36,527 and 29,829 at March 31, 2001 and
    December 31,2000, respectively .................................             37              30
  Additional paid-in capital .......................................        116,936          97,354
  Deferred stock compensation ......................................         (1,458)         (1,566)
  Notes receivable from stockholders ...............................         (2,468)         (2,423)
  Accumulated other comprehensive income ...........................            100             211
  Accumulated deficit ..............................................        (77,465)        (66,941)
                                                                          ---------       ---------
     Total stockholders' equity ....................................         35,682          26,665
                                                                          ---------       ---------
     Total liabilities and stockholders' equity ....................      $  53,907       $  46,087
                                                                          =========       =========
</TABLE>


See accompanying notes to unaudited condensed consolidated financial statements.



                                       4
<PAGE>

                             SAGENT TECHNOLOGY, INC.
            UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                      (In thousands, except per share data)


<TABLE>
<CAPTION>
                                                         THREE MONTHS ENDED
                                                              MARCH 31,
                                                     --------------------------
                                                        2001             2000
                                                     ----------        --------
                                                     (RESTATED)
<S>                                                  <C>               <C>
Revenue:
  License ....................................        $  4,747         $  9,060
  Service ....................................           5,544            5,477
                                                      --------         --------
     Total net revenue .......................          10,291           14,537
                                                      --------         --------
Net cost of revenue:
  License ....................................             830              547
  Service ....................................           3,134            2,159
                                                      --------         --------
     Total cost of revenue ...................           3,964            2,706
                                                      --------         --------
Gross profit .................................           6,327           11,831
                                                      --------         --------
Operating expenses:
  Sales and marketing ........................           8,533            8,793
  Research and development ...................           3,853            4,038
  General and administrative .................           4,566            1,483
                                                      --------         --------
     Total operating expenses ................          16,952           14,314
                                                      --------         --------
Loss from operations .........................         (10,625)          (2,483)
Other income, net ............................             126              474
                                                      --------         --------
Net loss before income taxes .................         (10,499)          (2,009)
Provision for income taxes ...................              25               10
                                                      --------         --------
Net loss .....................................        $(10,524)        $ (2,019)
                                                      ========         ========
Basic and diluted net loss per share .........        $  (0.32)        $  (0.07)
                                                      ========         ========
 Shares used in computing
  basic and diluted net loss per share .......          33,281           28,040
</TABLE>


See accompanying notes to unaudited condensed consolidated financial statements.



                                       5
<PAGE>

                             SAGENT TECHNOLOGY, INC.
            UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)


<TABLE>
<CAPTION>
                                                                          THREE MONTHS ENDED
                                                                               MARCH 31,
                                                                      ------------------------
                                                                         2001           2000
                                                                      ----------      --------
                                                                      (RESTATED)
<S>                                                                   <C>             <C>
Cash flows from operations:
 Net loss .......................................................      $(10,524)      $ (2,019)
  Adjustments to reconcile net loss to net cash used in
  operating activities:
   Depreciation and amortization ................................         1,349          1,432
  Allowance for doubtful accounts ...............................           892            (11)
  Stock-based employee compensation .............................           109             --
  Accrued interest on notes receivable from officers ............           (78)            --
   Change in operating assets and liabilities:
        Accounts receivable .....................................         1,570         (1,982)
        Other assets ............................................         1,067         (1,948)
        Accounts payable ........................................          (408)           286
        Accrued liabilities .....................................          (631)        (3,232)
        Deferred revenue ........................................          (571)         1,307
        Deferred rent ...........................................           (55)            --
        Accrued merger costs ....................................            --           (523)
                                                                       --------       --------
 Net cash used in operating activities ..........................        (7,280)        (6,690)
                                                                       --------       --------
Cash flows from investing activities:
 Sale of marketable securities ..................................            --          2,149
 Acquisition of Sagent do Brazil and other investments ..........            --         (1,217)
 Investment in Sagent Asia/Pacific Pte. Ltd. ....................            --           (500)
 Cash acquired in purchase of Sagent Asia/Pacific Pte. Ltd. .....         2,298             --
 Purchase of property and equipment .............................           (17)            --
                                                                       --------       --------
 Net cash provided by investing activities ......................         2,281            432
                                                                       --------       --------
Cash flows from financing activities:
 Payments of principal under capital lease obligations ..........          (217)          (168)
 Proceeds from issuance of common stock .........................        16,113             --
 Proceeds from exercise of stock options ........................            --            807
                                                                       --------       --------
 Net cash provided by financing activities ......................        15,896            639
                                                                       --------       --------
Effect of exchange rate changes .................................          (111)            58
                                                                       --------       --------
Net increase (decrease) in cash and cash equivalents ............        10,786         (5,561)
Cash and cash equivalents, beginning of the period ..............         6,372         15,910
                                                                       --------       --------
Cash and cash equivalents, end of the period ....................      $ 17,158       $ 10,349
                                                                       ========       ========
Supplemental disclosure of cash flow information:
   Cash payments for interest ...................................      $     32       $     31
   Cash payments for taxes ......................................      $      2       $     10
</TABLE>


See accompanying notes to unaudited condensed consolidated financial statements.



                                       6
<PAGE>

                             SAGENT TECHNOLOGY, INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
                       (In thousands, except where noted)


NOTE 1. RESTATEMENT OF FINANCIAL STATEMENTS

In November 2001, the Company discovered that certain sales orders were invalid.
The Company undertook an investigation, which determined that the invalid sales
orders were limited to software licenses to certain government agencies
submitted by one employee in the Fairfax, Va. office. As a result, the condensed
consolidated financial statements included in the Quarterly Report on Form 10-Q
filed on May 15, 2001 have been restated to remove the effect of the invalid
sales orders. The restatement has resulted in an increase in net loss and net
loss per share for the three months ended March 31, 2001 of $645 and $0.02,
respectively. Specifically, the restatement has resulted in a reductions of:
$850 in accounts receivable, $130 in deferred revenue, $75 in accrued
liabilities, $720 in net revenue, $13 in cost of revenue and $62 in sales and
marketing expense as of and for the three months ended March 31, 2001.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business. Sagent Technology, Inc., (Sagent), develops, markets and supports
software designed to address organizations' information access, analysis and
delivery needs. Sagent, formerly Savant Software, Inc., was incorporated under
the laws of the State of California in April 1995 and reincorporated in Delaware
in 1998.

Basis of Presentation. The unaudited condensed consolidated financial statements
have been prepared 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 generally accepted
accounting principles, have been condensed or omitted pursuant to such rules and
regulations. Certain prior year amounts have been reclassified to conform to the
current year presentation. In the opinion of Management, the financial
statements reflect all adjustments, consisting only of normal recurring
adjustments necessary for a fair presentation of the Company's financial
position at March 31, 2001 and December 31, 2000, the operating results for the
three months ended March 31, 2001 and 2000 and cash flows for the three months
ended March 31, 2001 and 2000. These financial statements and notes should be
read in conjunction with Sagent's audited financial statements and notes thereto
for the year ended December 31, 2000, included in the Company's Form 10-K filed
with the Securities and Exchange Commission on April 6, 2001. The results of
operations for the three months ended March 31, 2001 are not necessarily
indicative of the results that may be expected for the year ending December 31,
2001.

Principles of consolidation. The unaudited condensed consolidated financial
statements include the accounts of Sagent Technology, Inc. and its majority
owned subsidiary eGlobal, and its wholly-owned subsidiaries, Qualitative
Marketing Software, Inc. (QMS), Sagent U.K., Ltd., Sagent Technology GmbH,
Sagent France, S.A., Sagent Technology Japan KK, Sagent Technology Canada Inc.,
and Sagent do Brazil. All significant intercompany accounts and transactions
have been eliminated.

Use of estimates. The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect 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 and cash equivalents. Sagent considers all highly liquid investments with
an original maturity of three months or less at the time of purchase to be cash
equivalents. Sagent's cash and cash equivalents at March 31, 2001 and December
31, 2000 consisted of deposits in domestic banks and money market funds.

Business risk and concentration of credit risk. Financial instruments which
potentially subject Sagent to concentrations of credit risk consist primarily of
trade accounts receivable. Sagent maintains allowances for potential credit
losses on trade accounts receivable and such losses to date have been within
management's expectations. There were no customers with balances due to Sagent
in excess of 10% of aggregate accounts receivable at March 31, 2001 or December
31, 2000.

Goodwill and other intangible assets. The costs of businesses acquired in excess
of the fair value of net assets acquired (goodwill), are amortized over their
estimated useful lives. If events or changes in circumstances indicate the
goodwill and other long-lived assets will



                                       7
<PAGE>

not be recoverable, as determined by a comparison of the carrying value of the
asset to forecasted undiscounted cash flows expected to be generated by the
asset, the carrying value is reduced to net realizable value. There were no such
reductions in carrying value during the three months ended March 31, 2001 or
2000.

Revenue recognition. Revenue consists principally of fees for licenses of the
Company's software products, maintenance, consulting, and training. The Company
recognizes revenue using the residual method in accordance with Statement of
Position 97-2 (SOP 97-2), "Software Revenue Recognition," as amended by SOP
98-9, "Modification of SOP 97-2, Software Revenue Recognition with Respect to
Certain Transactions." Under the residual method, revenue is recognized in a
multiple element arrangement in which Company-specific objective evidence of
fair value exists for all of the undelivered elements in the arrangement, but
does not exist for one or more of the delivered elements in the arrangement.
Company-specific objective evidence of fair value of maintenance and other
services is based on the Company's customary pricing for such maintenance and/or
services when sold separately. At the outset of the arrangement with the
customer, the Company defers revenue for the fair value of its undelivered
elements (e.g., maintenance, consulting, and training) and recognizes revenue
for the remainder of the arrangement fee attributable to the elements initially
delivered in the arrangement (i.e., software product) when the basic criteria in
SOP 97-2 have been met. If such evidence of fair value for each undelivered
element of the arrangement does not exist, all revenue from the arrangement is
deferred until such time that evidence of fair value does exist or until all
elements of the arrangement are delivered.

Under SOP 97-2, revenue attributable to an element in a customer arrangement is
recognized when persuasive evidence of an arrangement exists, delivery has
occurred, the fee is fixed or determinable, collectibility is probable, and the
arrangement does not require services that are essential to the functionality of
the software. If at the outset of the customer arrangement, the Company
determines that the arrangement fee is not fixed or determinable, revenue is
recognized when the arrangement fee becomes due and payable. If at the outset of
the customer arrangement, the Company determines that collectibility is not
probable; revenue is recognized as the arrangement fee is collected.

The Company's specific policies for recognition of license revenues and services
revenues are as follows:

License revenue. The Company recognizes revenue from sales of software licenses
to end users upon: determination that persuasive evidence of an arrangement
exists; delivery of the software to a customer; determination that collection of
a fixed or determinable license fee is probable; and determination that no
undelivered services are essential to the functionality of the licensed
software.

If consulting services are essential to the functionality of the licensed
software, then both the license revenue and the consulting service revenue are
recognized as the services are performed. The Company's arrangements generally
do not include services that are essential to the functionality of the software.

Revenue for transactions with enterprise application vendors, OEMs, and
distributors is generally recognized when the licenses are resold or utilized by
the reseller and all related obligations of the Company have been satisfied. The
Company provides for estimated sales allowances at the time a sale is recorded.
The Company accrues royalty revenue through the end of the reporting period
based on reseller royalty reports or other forms of customer-specific historical
information. In the absence of customer-specific historical information, royalty
revenue is recognized when the customer-specific objective information becomes
available. Any subsequent changes to previously recognized royalty revenues are
reflected in the period when the updated information is received from the
reseller. However, if the contract stipulates a non-refundable royalty payment
to be paid in advance of any resales, revenue is recognized upon execution of
the contract.

Service revenue. Maintenance contracts generally call for the Company to provide
technical support and software updates and upgrades to customers. Maintenance
revenue is recognized ratably over the term of the maintenance contract,
generally on a straight-line basis when all revenue recognition requirements are
met. Other service revenue, primarily training and consulting, is generally
recognized at the time the service is performed and it is determined that the
Company has fulfilled its obligations resulting from the services contract.

Deferred revenue. Deferred revenue represents amounts received from customers
under certain license, maintenance and service agreements for which the revenue
earnings process has not been completed.

Software development costs. Software development costs are included in product
development and are expensed as incurred. After technological feasibility is
established, material software development costs are capitalized in accordance
with SFAS No. 86, "Accounting for the Costs of Computer Software to be Sold,
Leased or Otherwise Marketed." The capitalized cost is then amortized on a
straight-line basis using the estimated product life, or on a basis utilizing
the ratio of current revenue to estimated total product



                                       8
<PAGE>

revenues, whichever is greater. To date, with the exception of certain products
developed by QMS in 1998 and earlier years, the period between achieving
technological feasibility, which Sagent has defined as the establishment of a
working model, typically occurring when the beta testing commences, and the
general availability of such software has been short, and software development
costs qualifying for capitalization have been insignificant.

Net loss per share. Basic net loss per share is computed by dividing the net
loss available to common stockholders for the period by the weighted average
number of common shares outstanding during the period. Diluted net loss per
share is computed by dividing the net loss for the period by the weighted
average number of common and common equivalent shares outstanding during the
period. Options, warrants and convertible preferred stock were not included in
the computation of diluted net loss per share for any period presented because
the effect would be antidilutive.

Accumulated other comprehensive income. Accumulated other comprehensive income
consists of cumulative foreign currency translation adjustments. There was no
significant tax effect on the components of other comprehensive income for the
three months periods ended March 31, 2001 and 2000.

Recent accounting pronouncements. In June 1998, the FASB issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities." SFAS No. 133
establishes a new model for accounting for derivatives and hedging activities
and supercedes and amends a number of existing accounting standards. SFAS No.
133 requires that all derivatives be recognized in the balance sheet at their
fair market value and the corresponding derivative gains or losses be either
reported in the statement of operations or as a deferred item depending on the
type of hedge relationship that exists with respect to any derivatives. Sagent
adopted SFAS No. 133 in its quarter ended March 31, 2001. SFAS No. 133 has not
had a material effect on the Company's results of operations or financial
position.

NOTE 3. GOODWILL

Goodwill is comprised of the following:

<TABLE>
<CAPTION>
                                           USEFUL       MARCH 31,    DECEMBER 31,
                                            LIFE          2001          2000
                                           ------       ---------    ------------
<S>                                        <C>          <C>          <C>
Goodwill:
   Sagent UK .........................        5          $2,283        $2,496
   Sagent France S.A. ................        5             809           863
   Sagent GmbH .......................        5           2,270         2,378
   Sagent do Brazil ..................        5             910           971
   Smarter Software, Inc. ............       10             553           615
   Sagent Asia/Pacific Pte. Ltd. .....        5           1,147            --
                                                         ------        ------
                                                         $7,972        $7,323
                                                         ======        ======
</TABLE>

NOTE 4. OTHER ASSETS

Other assets is comprised of the following:

<TABLE>
<CAPTION>
                                                       MARCH 31,    DECEMBER 31,
                                                         2001           2000
                                                       ---------    ------------
<S>                                                    <C>          <C>
Other assets:
   Investment in Sagent Asia/Pacific Pte. Ltd. ....     $   --        $  830
   Investment in NetAcumen ........................        759           759
   Deposits .......................................        996           942
   Other ..........................................        435            64
                                                        ------        ------
                                                        $2,190        $2,595
                                                        ======        ======
</TABLE>

The investment in NetAcumen is accounted for under the cost method. Investment
in Sagent Asia/Pacific Pte. Ltd., a joint venture between Sagent and eGlobal, as
of December 31, 2000 is accounted for under the equity method. Sagent's
ownership interest in NetAcumen, Inc. was 9.79% as of March 31, 2001 and
December 31, 2000. Sagent's ownership interest in Sagent Asia/Pacific Pte. Ltd.
as of December 31, 2000 was 19.99%. In January 2001, Sagent acquired an
additional 33.01% of Sagent Asia/Pacific Pte. Ltd. (see Note 6). Revenues from
sales to NetAcumen during the three months ended March 31, 2001 and March 31,
2000 were $0 and $750, respectively. There were no sales to Sagent Asia/Pacific
Pte. Ltd. during the three months ended March 31, 2000.



                                       9
<PAGE>

NOTE 5. PRIVATE PLACEMENT

In February 2001, Sagent completed a private placement of approximately 5,750
shares of its common stock and received proceeds of $16,113, net of $562 in
offering costs. Additionally, in connection with the private placement, Sagent
issued to certain placement agents warrants to purchase 210 shares of its common
stock. The Black-Scholes calculation of the fair value associated with these
warrants based on the expected volatility of 130%, contractual life of 5 years,
stock price of $2.78 on the date of grant, exercise price of $2.90, and risk
free interest rate of 5% per annum amounts to $468,507.

NOTE 6. ACQUISITION OF ADDITIONAL INTEREST IN SAGENT ASIA/PACIFIC PTE. LTD.

On January 19, 2001, Sagent acquired an additional 33% interest in Sagent
Asia/Pacific Pte. Ltd from eGlobal, a privately held company that specializes in
distribution of technology services in Singapore. In consideration for 950
shares of Sagent's common stock, valued at $3.5 million, Sagent received an
additional 2,113 common shares of Sagent Asia/Pacific Pte. Ltd. This brings the
total interest of Sagent in Sagent Asia/Pacific Pte. Ltd to 53% as of March 31,
2001. The acquisition was recorded under the purchase method of accounting. In
connection with the acquisition, Sagent recorded goodwill of $1,147, which is
being amortized on a straight-line basis over a period of five years. The
results of operations of Sagent Asia/Pacific Pte. Ltd. have been included in our
consolidated results from the date of the acquisition. No minority interest in
the losses of Sagent Asia/Pacific has been recognized because the minority
interest holders are not required to make additional capital contributions.

NOTE 7. LITIGATION

From October 20, 2000 to November 27, 2000, several class action lawsuits were
filed in the United States District Court on behalf of individual investors who
purchased our common stock between October 21, 1999 and April 18, 2000. The
claims allege that we misrepresented our 1999 and 2000 prospects. The court
recently consolidated the complaints and selected a lead plaintiff and counsel.
A consolidated amended complaint was filed in April 2001.

On November 17, 2000, a derivative lawsuit was filed by a purported Sagent
shareholder in the Superior Court of California for the County of San Mateo. On
February 9, 2001, a second derivative lawsuit was filed in the Superior Court of
Santa Clara. The complaints name certain of our present and former officers and
directors as defendants. The complaint in Santa Clara County also named an
investment bank retained by us and an employee of that firm as defendants. We
have also been named as a nominal defendant. The principle allegation of the
complaints is that the defendants breached their fiduciaries duties to us. On
March 15, 2001, the California Judicial Court ordered the presiding judge of the
Superior Court of California for the County of Santa Clara to assign a judge on
March 22, 2001, and a coordination hearing was held in May 2001.

NOTE 8. LOANS TO OFFICERS

On March 31, 2001 and December 30, 2000, loans to officers represent five-year
promissory notes to key executives needed to recruit and relocate these
individuals to Silicon Valley. All of these promissory notes are full recourse
and are secured by the personal residence of the officers. Sagent has forgiven a
total balance due of $37 from one of the officers in the quarter ended March 31,
2001.



                                       10
<PAGE>

ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.

Certain information contained or incorporated by reference in this quarterly
report on Form 10-Q/A is forward-looking in nature. Examples of forward-looking
statements include, without limitation, statements regarding our expectations,
beliefs, estimates, intentions or strategies regarding the future, our license
and service revenues, our research and development plans, our sales and
administrative costs, our in-process research and development expenses, pending
litigation, and the sufficiency of our cash position. All forward-looking
statements included in this report on 10-Q/A are based on information available
to us on the date hereof, and we assume no obligation to update any such
forward-looking statements. You should not place undue reliance on these
forward-looking statements. Our actual results could differ materially from
those anticipated in these forward-looking statements as a result of a number of
factors, including, but not limited to, those set forth below under the heading
"Risk Factors That May Affect Future Results" and elsewhere in this quarterly
report on Form 10-Q/A.

In November 2001, the Company discovered that certain sales orders were invalid.
The Company undertook an investigation which determined that the invalid sales
orders were limited to software licenses to certain government agencies
submitted by one employee in the Fairfax, Va. office. As a result, the condensed
consolidated financial statements included in the Quarterly Report on Form 10-Q
filed on May 15, 2001 have been restated to remove the effect of the invalid
sales orders. The restatement has resulted in an increase in net loss and net
loss per share for the three months ended March 31, 2001 of $645 and $0.02,
respectively. Specifically, the restatement has resulted in a reductions of:
$850 in accounts receivable, $130 in deferred revenue, $75 in accrued
liabilities, $720 in net revenue, $13 in cost of revenue and $62 in sales and
marketing expense as of and for the three months ended March 31, 2001


OVERVIEW

We provide real-time e-business intelligence solutions that enable enterprises
to win, retain, and grow new customers and improve operational effectiveness. We
develop, market, and support products and services that help businesses collect,
analyze, understand, and act on customer and operational information both in
batch and in real-time. Our products and services provide a way for an
organization's employees, customers, and partners to use the Internet to examine
the internal data they already have and to supplement that data with external,
value-added information such as demographic, geographic, or other content and
data feeds. We refer to our products as "real-time e-business intelligence"
solutions because they enable organizations to rapidly make more informed,
intelligent decisions and to spread that ability across the enterprise.

Revenue

We sell our software products directly to our customers and through channel
partners such as enterprise software vendors, resellers and distributors.
Enterprise software vendors generally integrate our products with their
applications and will embed them into their products or resell them with their
products. Our other channel partners, principally resellers and distributors,
sell our software products to end user customers.

We derive our revenue from license fees for software products and fees for
services relating to the software products, including consulting, training,
software and data updates, technical support and real-time marketing services
over the Internet.

We recognize revenue from sales of software licenses to end users upon:
determination that persuasive evidence of an arrangement exists; delivery of the
software to a customer; determination that collection of a fixed or determinable
license fee is probable; and determination that no undelivered services are
essential to the functionality of the licensed software.

If consulting services are essential to the functionality of the licensed
software, then both the license revenue and the consulting service revenue are
recognized as the services are performed. Our arrangements regarding sales of
software licenses generally do not include services that are essential to the
functionality of the software.

Revenue for transactions with enterprise application vendors, OEMs, and
distributors is generally recognized when the licenses are resold or utilized by
the reseller and all related obligations on our part have been satisfied. We
provide for estimated sales allowances at the time a sale is recorded. We accrue
royalty revenue through the end of the reporting period based on reseller
royalty reports or other forms of customer-specific historical information. In
the absence of customer-specific historical information, royalty revenue is
recognized when the customer-specific objective information becomes available.
Any subsequent changes to previously recognized



                                       11
<PAGE>

royalty revenues are reflected in the period when the updated information is
received from the reseller. However, if the contract stipulates a non-refundable
royalty payment to be paid in advance of any resales, revenue is recognized upon
execution of the contract.

Maintenance contracts generally call for us to provide technical support and
software updates and upgrades to customers. Maintenance revenue is recognized
ratably over the term of the maintenance contract, generally on a straight-line
basis when all revenue recognition requirements are met. Other service revenue,
primarily training and consulting, is generally recognized at the time the
service is performed and when it is determined that the Company has fulfilled
our obligations resulting from the services contract.

Statement of Position, 97-2, "Software Revenue Recognition" (SOP 97-2) was
issued in 1997 by the American Institute of Certified Public Accountants (AICPA)
and amended by Statements of Position 98-4 and 98-9. We adopted SOP 97-2
effective January 1, 1998. Based on our reading and interpretation of SOP's
97-2, 98-4 and 98-9, we believe our current revenue recognition policies and
practices are consistent with SOP's 97-2, 98-4, and 98-9.


RESULTS OF OPERATIONS (as restated)

The following table sets forth for the periods presented, certain data, from our
unaudited condensed consolidated statements of operations, including data as a
percentage of total revenue. The information contained in the table below should
be read in conjunction with the Unaudited Condensed Consolidated Financial
Statements and Notes thereto included elsewhere in this quarterly report on Form
10-Q/A.

<TABLE>
<CAPTION>
                                                       THREE MONTHS ENDED
                                                            MARCH 31,
                                         ------------------------------------------------
                                                  2001                       2000
                                         --------------------        --------------------
<S>                                      <C>            <C>          <C>            <C>
Revenue:
  License .........................      $  4,747          46%       $  9,060          62%
  Service .........................         5,544          54%          5,477          38%
                                         --------       -----        --------       -----
     Total revenue ................        10,291         100%         14,537         100%
Net cost of revenue:
  License .........................           830           8%            547           4%
  Service .........................         3,134          31%          2,159          15%
                                         --------       -----        --------       -----
     Total cost of revenue ........         3,964          39%          2,706          19%
Gross profit ......................         6,327          61%         11,831          81%
Operating expenses:
  Sales and marketing .............         8,533          83%          8,793          60%
  Research and development ........         3,853          37%          4,038          28%
  General and administrative ......         4,566          44%          1,483          10%
                                         --------       -----        --------       -----
     Total operating expenses .....        16,952         164%         14,314          98%
                                         --------       -----        --------       -----
Loss from operations ..............       (10,625)       (103%)        (2,483)        (17%)
Other income, net .................           126          01%            474           3%
                                         --------       -----        --------       -----
Net loss before income taxes ......       (10,499)       (102%)        (2,009)        (14%)
Provision for income taxes ........            25           0%             10           0%
                                         --------       -----        --------       -----
Net loss ..........................       (10,524)       (102%)        (2,019)        (14%)
                                         ========       =====        ========       =====
</TABLE>

Revenue

Our total revenue declined 29% to $10.3 million for the three months ended March
31, 2001 from $14.5 million for the three months ended March 31, 2000. We
believe that this decline is attributable to a slower market demand for our
products in a generally weakened economic and information technology purchasing
environment and the failure of our sales and field marketing organizations to
effectively market and sell our products due to a number of factors, including
attrition and turnover in our sales and marketing organization and delays
encountered in integrating certain of Quality Marketing Software's operations
and products into our sales, product marketing and general operations. In
addition to this decline in license revenue in absolute dollars, our license
revenue is also declining as a percentage of our total revenue. Although we do
not expect this latter trend to continue, we are unable to predict whether
market demand for our products will rebound in future quarters or whether our
license revenues will continue to decline in absolute dollars.



                                       12
<PAGE>

License revenue decreased 48% to $4.7 million for the three months ended March
31, 2001 from $9.1 million for the corresponding period in 2000. The decrease in
license revenues from the corresponding three months period in the prior year
was primarily attributed to a slow down in the economy and turnover in the sales
force.

Service revenue remained consistent at $5.5 million for the three months ended
March 31, 2001 and 2000. Increases due to maintenance and Internet service fees
of $0.7 million were offset by the decline in consulting and training services
in approximately the same amount. The increase in service revenues as a
percentage of total revenue was due in large part to the overall decline in
license revenue for the three months ended March 31, 2001.

Cost of Revenue

Cost of revenue from license sales consists primarily of royalties, product
packaging, shipping, media, and documentation. Our cost of revenue for license
sales was $0.8 million and $0.5 million for the three months ended March 31,
2001 and 2000, respectively, representing 17% and 6% of license revenue in the
three months ended March 31, 2001 and March 31, 2000, respectively. Our cost of
license revenue increased over the same period of the prior year as a result of
write offs of the residual royalty prepayments to several vendors as we do not
expect to be able to utilize these prepayments.

Cost of service consists primarily of personnel costs associated with providing
software maintenance, technical support, training and consulting services. Our
cost of service revenue was $3.1 million and $2.2 million for the three months
ended March 31, 2001 and 2000, respectively, representing an increase of 45%.
The increase as a percentage of net revenue service and absolute dollars was due
to additional supporting personnel and in outsourcing of online services.

Gross Margin

Gross margins declined to 61% for the three months ended March 31, 2001 from 81%
for the same period in the prior year. The decline was due to the higher cost of
revenue from license sales and the increase in service revenue as a percentage
of total revenue, because service revenue normally has a higher cost than
license revenue.

Sales and Marketing

Sales and marketing expenses consist primarily of compensation, travel,
marketing programs, and branch facilities. In absolute dollars, sales and
marketing expenses have remained fairly consistent declining by $0.3 million to
$8.5 million for the three months ended March 31, 2001 from $8.8 million in the
comparable period in 2000. As a percentage of total net revenues, sales and
marketing expenses represent 83% and 60% for the three months ended March 31,
2001 and 2000, respectively. The percentage increase from 2000 to 2001 was
attributable to a decline in net revenue for the 2001 period. Subsequent to our
sales force restructuring in late 2000, we have continued to focus on
maintaining our direct and reseller channel personnel as part of our efforts to
grow revenue both domestically and internationally.

Research and Development

Research and development expenses consist primarily of personnel and related
costs associated with the development of new products, the enhancement and
localization of existing products, quality assurance, testing and facilities. In
absolute dollars, research and development expenses have remained fairly
consistent decreasing $0.1 million to $3.9 million for the three months ended
March 31, 2001 from $4.0 million in the comparable period of 2000. As a
percentage of total net revenue, research and development expenses represent 37%
and 28% for the three months ended March 31, 2001 and 2000, respectively. The
increase as a percentage of total net revenue is a result of our commitment to
the development of new and enhancement for the existing products in light of
decreased revenue for the same period.

General and Administrative

General and administrative expenses consist primarily of personnel costs for
finance, human resources, information systems and general management as well as
legal, accounting and bad debt expenses. In absolute dollars, general and
administrative expenses have increased by $3.1 million to $4.6 million for the
three months ended March 31, 2001 from $1.5 million in the corresponding period
in 2000. As a percentage of total net revenue, general and administrative
expenses represent 44% and 10% for the three months ended March 31, 2001 and
2000, respectively. The increase in absolute dollars was primarily due to
increased bad debt expense, large third party professional fees, certain
executive compensation charges and an increase in depreciation and amortization
expenses. In



                                       13
<PAGE>

particular, bad debt expense increased by $0.9 million during the three months
ended March 31, 2001 from the same period in 2000. Furthermore, there were $0.5
million in expenses generated by Sagent Asia/Pacific Pte. Ltd. which was
acquired during the three months ended March 31, 2000. Professional fees,
primarily consulting, audit and legal, increased $0.6 million during the three
months ended March 31, 2001 from the same period in 2000. Executive compensation
expense increased $0.2 million during the three months ended March 31, 2001 from
the same period in 2000 primarily as a result of amortization of deferred
compensation. No comparative amounts were recorded during the three months ended
March 31, 2000. Depreciation and amortization expense increased $0.6 million
during the three months ended March 31, 2001 from the same period in 2000 due to
acquisitions of capital equipment and goodwill since March 31, 2000.

LIQUIDITY AND CAPITAL RESOURCES

At March 31, 2001, we had cash and cash equivalents totaling $17.2 million, an
increase of $10.8 million from December 31, 2000. Since inception, we have
funded our operations primarily by private sales of equity securities, the use
of equipment leases and the initial public offering of our common stock in April
1999, and not from cash generated by our business.

In February 2001, we completed a private placement of approximately 5.75 million
shares of our common stock and received proceeds of $16.1 million, net of $0.6
million in offering costs. In connection with the private placement, we also
issued to certain placement agents warrants to purchase 210,093 shares of our
common stock

Net cash used in operating activities was $7.3 million and $6.7 million in the
three months ended March 31, 2001 and 2000, respectively. For such periods, net
cash used in operating activities was primarily a result of funding ongoing
operations.

In 2000, we entered into a $10 million bank line of credit agreement
collateralized by certain of our assets. The credit line allows for advances
against eligible accounts receivable in an aggregate amount not to exceed the
lesser of the committed revolving line or the borrowing base, less any
outstanding letters of credit. Advances against the revolving line bear interest
at the bank's prime rate plus 1%, which was 8% at March 31, 2001. As of March
31, 2001, there were no advances on the line of credit. The line of credit
expires in June 2001. Under the agreement, we are required to comply with
certain covenants, among which are minimum liquidity ratios and tangible net
worth ratios. At March 31, 2001, we were in compliance with these covenants.

RECENT ACCOUNTING PRONOUNCEMENTS

In October 2000, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 140, "Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities."
This statement supercedes and replaces the guidance in Statement 125, Accounting
for Transfers and Servicing of Financial Assets and Extinguishments of
Liabilities (SFAS 125 or Statement 125). SFAS No. 140 provides accounting and
reporting guidance for transfers and servicing of financial assets and
extinguishments of liabilities. The provisions of SFAS No. 140 will become
effective for transactions entered into after March 31, 2001. Management
believes the adoption of SFAS No. 140 will not have a material effect on
Sagent's financial statements.

RISK FACTORS THAT MAY AFFECT FUTURE RESULTS

Any investment in our common stock involves a high degree of risk. You should
consider carefully the following information about risks, together with the
other information contained in this quarterly report on Form 10-Q, in your
decision to buy or continue to hold our common stock. Additional risks and
uncertainties not known to us or that we now believe to be unimportant could
also impair our business. If any of the following risks actually occur, our
business, results of operations and financial condition could suffer
significantly. As a result, the market price of our common stock could decline,
and you may lose all of your investment.


                                       14
<PAGE>
WE HAVE A HISTORY OF LOSSES, AND WE MAY NOT ACHIEVE PROFITABILITY IN THE FUTURE.

For the three months ended March 31, 2001, we incurred net losses of $10.5
million. We incurred net losses of $23.7 million, $12.1 million, and $15.1
million for the years ended December 31, 2000, 1999 and 1998, respectively. As
of March 31, 2001, we had an accumulated deficit of $77.5 million. We cannot
assure you that we will achieve profitability, and if we do achieve
profitability, that we will be able to sustain profitability.

WE MAY NEED TO RAISE ADDITIONAL CAPITAL IN THE FUTURE TO FUND OUR OPERATIONS.

Since our inception, we have funded our operations primarily through sales of
equity securities, and not from cash generated by our business. During the last
nine months, we have completed two separate private offerings of our common
stock. In February 2001, we sold 5.8 million shares of our common stock to a
group of private investors, raising approximately $16.0 million in net proceeds.

Although we believe that our current cash and cash equivalents and any net cash
provided by operations will be sufficient to meet anticipated cash needs for the
next twelve months, a net revenue shortfall could require us to reduce
operations or raise additional funds through equity or debt financings. We
cannot assure you any equity or debt financing will be available to us on
favorable terms, if at all, or that if available, such financing will not be
dilutive to our stockholders. If we are unable to raise additional capital, we
will take actions to conserve our cash balances, including significantly
reducing our operating expenses, downsizing our staff and closing existing
branch offices, all of which could have a material adverse effect on our
business, financial condition and our ability to reduce losses or generate
profits.

VARIATIONS IN OUR QUARTERLY OPERATING RESULTS DUE TO SUCH FACTORS AS CHANGES IN
DEMAND FOR OUR PRODUCTS AND CHANGES IN OUR MIX OF REVENUES MAY CAUSE OUR STOCK
PRICE TO DECLINE.

We expect our quarterly operating results to fluctuate. We therefore believe
that quarter-to-quarter comparisons of our operating results may not be a good
indication of our future performance, and you should not rely on them to predict
our future performance or the future performance of our stock price. Our
short-term expense levels are relatively fixed and are based on our expectations
of future revenues. A shortfall of revenue from our expectations could result in
the impairment of our assets or cause us to incur restructuring charges. As a
result, a reduction in revenue in a quarter may harm our operating results for
that quarter. In the past, our operating results have fallen below the
expectations of market analysts and investors. If we fall short of market
expectations in future quarters, the price of our common stock may fall. Factors
that may cause our operating results to fluctuate on a quarterly basis include:

   -  varying size, timing and contractual terms of orders for our products;



                                       15
<PAGE>

   -  lengthy sales cycles associated with our products;

   -  changes in the mix of revenue attributable to higher-margin product
      license revenue as opposed to lower-margin service revenue;

   -  customers' decisions to defer orders or implementations, particularly
      large orders or implementations, from one quarter to the next;

   -  announcements or introductions of new products by our competitors,

   -  our ability to hire, train and retain sufficient engineering, consulting,
      training and sales staff; and

   -  subcontracting to more expensive consulting organizations to help provide
      implementation, support and training services when our own capacity is
      constrained.

A SLOWING ECONOMY AND REDUCTIONS IN INFORMATION TECHNOLOGY SPENDING MAY
NEGATIVELY AFFECT OUR REVENUES.

Our revenues may be negatively affected by the increasingly uncertain economic
conditions both in the market generally and in our industry. The terrorist acts
of September 11, 2001 and subsequent terrorist activities have further
contributed to an uncertain economic environment and we cannot predict the
impact of these events, or of any related military action, on our customers or
business. Due to the general economic uncertainty, some companies may further
reduce their budgets for spending on information technology and communications
equipment. If the economy continues to slow, some companies may reduce their
budgets for spending on information technology and business software. As a
consequence, our sales cycle may become longer with some customers, and other
prospective customers may postpone, reduce, or even forego the purchase of our
products and services, which could negatively affect our revenues.

ENTERPRISE BUSINESS INTELLIGENCE SOFTWARE MARKETS MAY NOT GROW.

Since all of our revenues are attributable to the sale of enterprise business
intelligence software and related maintenance, consulting and training services,
if the market for enterprise intelligence software does not grow, our business
will not grow. We expect enterprise business intelligence software and services
to account for substantially all of our revenue for the foreseeable future.
Although demand for enterprise business intelligence software has grown in
recent years, the market may not continue to grow or, even if the market does
grow, businesses may not adopt our products.

IF WE FAIL TO EXPAND OUR DIRECT AND INDIRECT SALES CHANNELS, WE WILL NOT BE ABLE
TO INCREASE REVENUES.

In order to grow our business, we need to increase market awareness and sales of
our products and services. To achieve this goal, we need to increase both our
direct and indirect sales channels. If we fail to do so, this failure could harm
our ability to increase revenues. We currently receive a significant portion of
our revenues from direct sales, but we intend to increase sales through indirect
sales channels in the future.

We intend to derive more revenues from indirect sales channels by selling our
software through value-added resellers (VARs) and original equipment
manufacturers (OEMs). These VARs and OEMs offer our software products to their
customers together with consulting and implementation services or integrate our
software solutions with other software. Our ability to increase our revenues is
dependent on entering into relationships with these VARs and OEMs.

We expect as part of our strategy to increase international sales principally
through both direct and indirect sales. Our ability to develop and maintain
direct and indirect channels will significantly affect our ability to penetrate
international markets.

PENDING LITIGATION COULD HARM OUR BUSINESS.

From October 20, 2000 to November 27, 2000, several class action lawsuits were
filed in the United States District Court on behalf of the individual investors
who purchased our common stock between October 21, 1999 and April 18, 2000. The
claims allege that we



                                       16
<PAGE>

misrepresented our prospects for 1999 and the first quarter of 2000. Thereafter,
the court consolidated the complaints and selected a lead plaintiff and counsel.
A consolidated amended complaint was filed in April 2001.

The defendants filed a motion to dismiss the consolidated amended complaint. On
September 28, 2001, the court granted the defendants' motion, and gave the
plaintiffs leave to amend the complaint.

On November 17, 2000, a derivative lawsuit was filed by a purported Sagent
shareholder in the Superior Court of California for the County of San Mateo (the
"Fanucci complaint"). On February 9, 2001, a second derivative lawsuit was filed
in the Superior Court of California for the County of Santa Clara (the "Hu
complaint"). The complaints name certain of our present and former officers and
directors as defendants. The Hu complaint also names an investment bank retained
by us and an employee of that firm as defendants. We have also been named as a
nominal defendant. The principal allegation of the complaints is that the
defendants breached their fiduciary duties to us. In July 2001, the two cases
were coordinated for pretrial purposes in the Superior Court of California for
the County of Santa Clara.

Sagent filed a motion to dismiss the Fanucci complaint, on the ground that,
among other things, the plaintiff had failed to make a pre-suit demand on the
board of directors as required by Delaware law. The officer and director
defendants joined in that motion, and also moved to dismiss on the grounds that
the complaint fails to allege the asserted causes of action against the
individual defendants. Similar motions were filed concerning the Hu complaint.

WE HAVE A RELATIVELY NEW MANAGEMENT TEAM AND THERE IS NO GUARANTEE THAT THEY
WILL BE SUCCESSFUL IN GROWING OUR BUSINESS.

Our management team has not been with us for a significant length of time. Ben
C. Barnes, our Chief Executive Officer, joined us in August 2000, replacing
founder Ken Gardner. Steven Springsteel, our Chief Financial Officer, joined us
in November 2001. Jack Peters, Senior Vice President, Sales -- Americas,
Marketing, Arthur Parker, President/General Manager -- Europe, Middle East and
Africa and Larry Scroggins, Senior Vice President, Business Development, and
Richard Ghiossi, Chief Marketing Officer joined us in September 2000, November
2000, January 2001, February 2001, and November 2001 respectively. Most of these
employees serve "at-will" and may elect to pursue other opportunities at any
time. If our management team is unable to work effectively together to
accomplish our business objectives, our ability to grow our business could be
severely impaired.

IF WE DO NOT KEEP PACE WITH TECHNOLOGICAL CHANGE, OUR PRODUCTS MAY BE RENDERED
OBSOLETE AND OUR BUSINESS MAY FAIL.

Our industry is characterized by rapid technological change, changes in customer
requirements, frequent new product introductions and enhancements and emerging
industry standards. In order to achieve broad customer acceptance, our products
must be compatible with major software and e-commerce applications and operating
systems. We must continually modify and enhance our products to keep pace with
changes in these applications and systems. If our products were to be
incompatible with popular new systems or applications, our business would be
significantly harmed. In addition, the development of entirely new technologies
replacing existing software could lead to new competitive products that have
better performance or lower prices than our products and could render our
products obsolete.

Delays or problems in the installation or implementation of our new releases may
cause customers to forego purchases of our products to purchase those of our
competitors.

OUR MARKETS ARE HIGHLY COMPETITIVE AND COMPETITION COULD HARM OUR ABILITY TO
SELL PRODUCTS AND SERVICES AND REDUCE OUR MARKET SHARE.

Competition could seriously harm our ability to sell additional software and
maintenance and support renewals on prices and terms favorable to us.
Additionally, if we cannot compete effectively, we may lose market share. The
markets for our products are intensely competitive and subject to rapidly
changing technology. We compete against providers of decision support software,
data warehousing



                                       17
<PAGE>

software and enterprise application software. We also compete with providers of
e-Business software, which allows for the electronic delivery of products and
services that enable commerce among businesses and end users. Companies in each
of these areas may expand their technologies or acquire companies to support
greater enterprise intelligence functionality and capability, particularly in
the areas of query response time and the ability to support large numbers of
users. We may also face competition from vendors of products and turnkey
solutions for e-Business applications that include Internet based information
functionality.

Many of our competitors have longer operating histories, significantly greater
financial, technical, marketing or other resources, or greater name recognition
than we do. Our competitors may be able to respond more quickly than we can to
new or emerging technologies and changes in customer requirements.

WE RELY, IN PART, ON EQUITY INCENTIVES TO ATTRACT AND RETAIN EMPLOYEES, AND THE
PERFORMANCE OF OUR STOCK PRICE MAY IMPAIR OUR ABILITY TO ATTRACT AND RETAIN
QUALIFIED PERSONNEL.

The market price of our common stock has fluctuated substantially since our
initial public offering in April 1999, and has experienced a significant decline
since the first quarter of 2000. We have relied historically on our ability to
attract and retain employees using equity incentives, and any perception by
potential or existing employees that our equity incentives are less attractive
could harm our ability to attract and retain qualified employees.

WE RELY ON MARKETING, TECHNOLOGY AND DISTRIBUTION RELATIONSHIPS THAT MAY
GENERALLY BE TERMINATED AT ANY TIME, AND IF OUR CURRENT AND FUTURE RELATIONSHIPS
ARE NOT SUCCESSFUL, OUR GROWTH MAY BE LIMITED.

We rely on marketing and technology relationships with a variety of companies
that, in part, generate leads for the sale of our products. These marketing and
technology relationships include relationships with:

   -  system integrators and consulting firms;

   -  vendors of e-commerce and Internet software;

   -  vendors of software designed for customer relationship management or for
      management of organizations' operational information;

   -  vendors of key technology and platforms;

   -  demographic data providers; and

   -  an application service provider and an Internet hoster.

If we cannot maintain successful marketing and technology relationships or
cannot enter into additional marketing and technology relationships, we may have
difficulty expanding the sales of our products and our growth may be limited.

IF WE LOSE KEY LICENSES WE MAY BE REQUIRED TO DEVELOP OR LICENSE ALTERNATIVES
WHICH MAY CAUSE DELAYS OR REDUCTIONS IN SALES.

We rely on software that we have licensed from Opalis S.A. to perform key
functions of our Sagent Automation product that automates common tasks in
managing data. We also rely on software we have licensed from Microsoft
Corporation to allow users to be able to customize the user interface provided
by our Sagent Design Studio product. These licenses may not continue to be
available to us on commercially reasonable terms. The loss of either of these
licenses could result in delays or reductions of shipments of our product suite
until equivalent software could be developed, identified, licensed and
integrated. If customers require the automation and/or the user interface
customization features when licenses for either of those are not available, they
may delay or decline to purchase our product suite.

FAILURE OF COMMERCIAL USERS TO ACCEPT INTERNET SOLUTIONS COULD LIMIT OUR FUTURE
GROWTH.



                                       18
<PAGE>

A key element of our strategy is to offer users the ability to access, analyze
and report information from a data server through a Web browser. Our growth may
be limited if businesses do not accept Internet solutions or perceive them to be
cost-effective. Continued viability of the Internet depends on several factors,
including:

   -  Third parties' abilities to develop new enabling technologies in a timely
      manner;

   -  The Internet's ability to handle increased activity;

   -  The Internet's ability to operate as a fast, reliable and secure network;
      and

   -  Potential changes in government regulation.

Moreover, critical issues concerning the commercial use of the Internet,
including data corruption, cost, ease of use, accessibility and quality of
service, remain unresolved and may negatively affect commerce and communication
on the Internet. These issues will need to be addressed in order for the market
for our products and services to grow.

WE HAVE EXPANDED OUR INTERNATIONAL OPERATIONS BUT MAY ENCOUNTER A NUMBER OF
PROBLEMS IN MANAGING OVERSEAS OPERATIONS, WHICH COULD LIMIT OUR FUTURE GROWTH.

We may not be able to successfully market, sell, deliver and support our
products and services internationally. Our failure to manage our international
operations effectively could limit the future growth of our business.
International sales represented approximately 13% of our total net revenue for
the year ended December 31, 2000 and 27% for the three months ended March 31,
2001. We conduct our international sales through local subsidiaries in the
United Kingdom, Germany, France, Japan, Brazil, the Asia/Pacific, the Benelux
Region, and Australia and through distributor relationships in South Africa and
Spain. The expansion of our existing international operations and entry into
additional international markets will require management attention and
significant financial resources.

WE HAVE BEEN, AND MAY BE SUBJECT TO FUTURE, INTELLECTUAL PROPERTY INFRINGEMENT
CLAIMS.

We may be subject, from time to time, to claims that we are infringing the
intellectual property rights of others. Any litigation regarding intellectual
property rights may be costly to defend or settle, and may divert the attention
of our management and key personnel from our business operations. The complexity
of the technology involved and the uncertainty of intellectual property
litigation increase these risks. Claims of intellectual property infringement
might also require us to enter into costly royalty or license agreements. In
December 2000, we settled an infringement claim brought by Timeline, Inc. Under
the terms of the settlement, we paid Timeline $600,000 and issued 600,000 shares
of our common stock to Timeline. We may be subject to similar or more costly
claims in the future or may become subject to an injunction against use of our
products. A successful claim of patent or other intellectual property
infringement against us would have an immediate material adverse effect on our
business and financial condition.

IF WE ARE UNABLE TO PROTECT OUR INTELLECTUAL PROPERTY RIGHTS, THIS INABILITY
COULD WEAKEN OUR COMPETITIVE POSITION, REDUCE OUR REVENUE AND INCREASE OUR
COSTS.

Our success depends in large part on our proprietary technology. We rely on a
combination of copyright, trademark and trade secrets, confidentiality
procedures and licensing arrangements to establish and protect our proprietary
rights. We may be required to spend significant resources to monitor and police
our intellectual property rights. If we fail to successfully enforce our
intellectual property rights, our competitive position may be harmed.

Other software providers could copy or otherwise obtain and use our products or
technology without authorization. They also could develop similar technology
independently which may infringe our proprietary rights. We may not be able to
detect infringement and may lose a competitive position in the market before we
do so. In addition, competitors may design around our technology or develop
competing technologies. The laws of some foreign countries do not protect
proprietary rights to the same extent as do the laws of the United States.

IF WE DISCOVER SOFTWARE DEFECTS WE MAY HAVE PRODUCT-RELATED LIABILITIES WHICH
MAY LEAD TO LOSS OF REVENUE OR DELAY IN MARKET ACCEPTANCE FOR OUR PRODUCTS.



                                       19
<PAGE>

Our software products are internally complex and may contain errors, defects or
failures, especially when first introduced or when new versions are released. We
test our products extensively prior to releasing them; however, in the past we
have discovered software errors in some of our products after their
introduction. Despite extensive testing, we may not be able to detect and
correct errors in products or releases before commencing commercial shipments,
which may result in loss of revenue or delays in market acceptance.

Our license agreements with our customers typically contain provisions designed
to limit our exposure to potential product liability claims. All domestic and
international jurisdictions may not enforce these limitations. Although we have
not experienced any product liability claims to date, we may encounter such
claims in the future. Product liability claims, whether or not successful,
brought against us could divert the attention of management and key personnel
and could be expensive to defend.

WE HAVE ANTI-TAKEOVER DEFENSES THAT COULD DELAY OR PREVENT AN ACQUISITION OF OUR
COMPANY.

Provisions of our certificate of incorporation, bylaws, other agreements and
Delaware law could make it more difficult for a third party to acquire us, even
if doing so would be beneficial to our stockholders. Our board of directors
could choose not to negotiate with an acquirer that it did not feel was in the
strategic interests of our company. If the acquirer was discouraged from
offering to acquire us, or prevented from successfully completing a hostile
acquisition by the anti-takeover measures, you could lose the opportunity to
sell your shares at a favorable price.



                                       20
<PAGE>

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.

The following discusses our exposure to market risk related to changes in
interest rates, foreign currency exchange rates and equity prices. This
discussion contains forward-looking statements that are subject to risks and
uncertainties. Actual results could vary materially as a result of a number of
factors including those set forth in "Risk Factors That May Affect Results".

INTEREST RATE RISK

At March 31, 2001 we had cash totaling $17.2 million. If market interest rates
decline, then our interest income would decline accordingly.

In 2000, we entered into a $10 million line of credit agreement with a bank
collateralized by our assets. Advances against the revolving line bear interest
at the bank's prime rate, plus 1%. Although we have no outstanding balance under
the line of credit, we may borrow under the line in the future. If we do so and
market interest rates rise, then our interest payments would increase
accordingly. This line of credit expires in June of 2001.

FOREIGN CURRENCY EXCHANGE RATE RISK

Substantially all of our revenue recognized to date has been denominated in U.S.
dollars and a significant portion of which has been realized outside of the
United States. To the extent that we engage in international sales denominated
in U.S. dollars, an increase in the value of the U.S. dollar relative to foreign
currencies could make our products less competitive in international markets.
Although we will continue to monitor our exposure to currency fluctuations, and,
when appropriate, may use financial hedging techniques in the future to minimize
the effect of these fluctuations, we cannot assure you that exchange rate
fluctuations will not harm our business in the future.

EQUITY PRICE RISK

We do not own any significant public equity investments. Therefore, we believe
we are not currently exposed to any direct equity price risk.

                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From October 20, 2000 to November 27, 2000, several class action lawsuits were
filed in the United States District Court on behalf of the individual investors
who purchased our common stock between October 21, 1999 and April 18, 2000. The
claims allege that we misrepresented our 1999 and 2000 prospects. The court
recently consolidated the complaints and selected a lead plaintiff and counsel.
A consolidated amended complaint was filed in April 2001. We intend to defend
vigorously the asserted claims.

On November 17, 2000, a derivative lawsuit was filed by a purported Sagent
shareholder in the Superior Court of California for the County of San Mateo. On
February 9, 2001, a second derivative lawsuit was filed in the Superior Court of
California for the County of Santa Clara. The complaints name certain of our
present and former officers and directors as defendants. The complaint in Santa
Clara County also named an investment bank retained by us and an employee of
that firm as defendants. We have also been named as a nominal defendant. The
principal allegation of the complaints is that the defendants breached their
fiduciary duties to us. On March 15, 2001, the California Judicial Council
ordered the presiding judge of the Superior Court of California for the County
of Santa Clara to assign a judge to determine whether these actions should be
coordinated in Santa Clara County. The court assigned a judge on March 22, 2001,
and a coordination hearing was held in May 2001.

From time to time, we may be involved in litigation relating to claims arising
in the ordinary course of business. We establish reserves for such claims when a
loss is probable and the amount of such loss is reasonably estimable.

The uncertainty associated with substantial unresolved lawsuits could seriously
harm our business and financial condition. In particular, the lawsuits could
harm our relationships with existing customers and our ability to obtain new
customers. The continued defense of the lawsuits could also result in the
diversion of our management's time and attention away from business operations,
which could harm our business. The lawsuits could also have the effect of
discouraging potential acquirers from bidding for us or



                                       21
<PAGE>

reducing the consideration they would otherwise be willing to pay in connection
with an acquisition. In addition, although we are unable to determine the
amount, if any, that we may be required to pay in connection with the resolution
of these lawsuits by settlement or otherwise, the size of any such payment could
seriously harm our financial condition.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

(c) Recent Sales of Unregistered Securities.

In January 2001, we issued an aggregate of 950,000 shares of our unregistered
common stock to eGlobal Technology Services Holdings Limited, valued at $3.5
million, in consideration for an additional 33% interest in an entity jointly
owned by us and eGlobal called Sagent (Asia Pacific) Pte. Ltd. We relied upon
Section 4(2) of the Securities Act in connection with the sale of the shares.
The investor represented that it had such knowledge and experience in financial
and business matters that it was capable of evaluating the merits and risks of
the investment.

In February 2001, we sold an aggregate of 5,749,803 shares of our unregistered
common stock at a price per share of $2.90 to certain investors for an aggregate
cash consideration of approximately $16.1 million, net of $0.6 million in
offering costs. In connection with such sale, we also issued to certain
placement agents in consideration of services rendered warrants to purchase
210,093 shares of our unregistered common stock at an exercise price of $2.90
per share. We relied upon Regulation D, Rule 506, of the Securities Act in
connection with the sale of the shares and the issuance of the warrants. The
sale of shares of common stock and the issuance of the warrants were made in
compliance with all the terms of Rule 501 and 502 of Regulation D.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

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

Not applicable.

ITEM 5. OTHER INFORMATION.

Not applicable.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

   THE EXHIBITS LISTED IN THE ACCOMPANYING INDEX TO EXHIBITS ARE INCORPORATED BY
REFERENCE AS PART OF THIS FORM 10-Q/A.

(b) Reports on Form 8-K

   No reports on Form 8-K were filed during the quarter ending March 31, 2001.



                                       22
<PAGE>

                                   SIGNATURES

   Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report on Form 10-Q/A to be signed
on its behalf by the undersigned thereunto duly authorized.


                                SAGENT TECHNOLOGY, INC.



Dated: December 10, 2001        /s/ Steven R. Springsteel
                                ------------------------------------------------
                                    Steven R. Springsteel
                                    Executive Vice President, Finance and
                                    Administration and Chief Financial Officer
                                    (Principal Financial and Accounting Officer)



                                       23
<PAGE>

                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
    NUMBER                                  TITLE
    ------                                  -----
<S>               <C>
     3.1*         Certificate of Incorporation of Registrant.

     3.2*         Amended and Restated Certificate of Incorporation of
                  Registrant.

     3.3*         Bylaws of Registrant.

     4.1*         Form of Registrant's Common Stock Certificate.

     4.2*         Sixth Amended and Restated Registration Rights Agreement,
                  dated as of February 24, 1998, between the Registrant and the
                  parties named therein.

     4.3*         Common Stock Registration Rights Agreement, dated as of
                  September 14, 1998, between the Registrant and Robert Hawk.

     4.4*         Common Stock Rights Agreement dated February 15, 2001 between
                  the Registrant and the parties named therein.

     4.5*         Registration Rights Agreement dated January 19, 2001 between
                  the Registrant and eGlobal Technology Holding Limited.

    10.1*         Form of Indemnification Agreement entered into by Registrant
                  with each of its directors and executive officers.

    10.2*         Amended and Restated 1995 Stock Plan and related agreements.

    10.3*         1998 Stock Plan and related agreements.

    10.4*         1999 Employee Stock Purchase Plan and related agreements.

    10.5*         1999 Director Option Plan and related agreements.

    10.6*         Master Equipment Lease Agreement, dated August 7, 1995,
                  between the Registrant and Lighthouse Capital Partners, L.P.

    10.7*         Master Lease Agreement, dated as of September 26, 1998,
                  between the Registrant and Dell Financial Services L.P.

    10.8*         Loan and Security Agreement, dated as of July 16, 1997,
                  between the Registrant and Venture Banking Group, a division
                  of Cupertino National Bank, and amendments thereto.

    10.9*         Standard Office Lease, dated June 1, 1998, by and between the
                  Registrant and Asset Growth Partners, Ltd., and the First
                  Amendment thereto.

    10.10*+       Development and Licensing Agreement, dated January 22, 1997,
                  between the Registrant and Abacus Concepts, Inc.

    10.11*+       Microsoft License and Distribution Agreement, dated August 23,
                  1996, between the Registrant and Microsoft Corporation.

    10.12*+       Sagent KK Non-Exclusive Japanese Distribution Agreement, dated
                  as of December 17, 1997, between Sagent KK Japan and Kawasaki
                  Steel Systems R&D Corporation.

    10.13*        Form of Sagent Technology, Inc. End User Software License
                  Agreement.

    10.14*+       OEM Software License Agreement, effective March 31, 1998,
                  between the Registrant and Siebel Systems, Inc.

    10.15*        Form of Sagent Technology, Inc. Software Maintenance and
                  Technical Support Agreement.

    10.16*        Form of Sagent Technology, Inc. Agreement for Consulting
                  Services.

    10.17*        Form of Sagent Technology, Inc. Agreement for Subcontractor
                  Consulting Services.

    10.18*        Form of Evaluation Agreement.

    10.19*        Note, dated February 1, 1998, of W. Virginia Walker.

    10.20*        Note, dated February 1, 1998, of W. Virginia Walker.

    10.21*+       Solution Provider Agreement, effective June 27, 1997, between
                  the Registrant and Unisys Corporation.

    10.22*        Executive Change of Control Policy.

    10.23*+       Software License and Services Agreement, dated March 31, 1998,
                  between the Registrant and Siebel Systems, Inc.

    10.24*        Common Stock Purchase Agreement, dated February 28, 1999,
                  between the Registrant and Klaus S. Luft.
</TABLE>



                                       24
<PAGE>

<TABLE>
<CAPTION>
    NUMBER                                  TITLE
    ------                                  -----
<S>               <C>
    10.25*        Notes, dated February 5, 1999, between the Registrant and Tom
                  Lounibos.

    10.26*        Note, dated March 15, 1999, of Kenneth C. Holcomb.

    10.27*        Nonexclusive International Software Value Added Reseller
                  ("VAR") Agreement, dated December 8, 1997, between the
                  Registrant and Opalis S.A.

    10.28**       Employment Agreement dated August 4, 2000 between the
                  Registrant and Ben C. Barnes.

    10.29**       Offer letter dated May 9, 2000 between the Registrant and
                  David Eliff.

    10.30**       Note dated October 4, 2000 between the Registrant and Paul
                  Wray.

    10.31**       Common Stock Purchase Agreement dated February 15, 2001
                  between the Registrant and the parties named therein.

    10.32*        Service Agreement, dated January 1, 2001, between the
                  Registrant and Arthur Parker.
</TABLE>


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

*   Incorporated by reference to the exhibits to the Registrant's Registration
    Statement on Form S-1 (No. 333-71369), declared effective by the Securities
    and Exchange Commission on April 14, 1999.

**  Incorporated by reference to the exhibits to the Registrant's annual report
    on Form 10-K filed with the Securities and Exchange Commission on April 6,
    2001.

*** Filed herewith.

+   Confidential treatment has been granted with respect to certain portions of
    this exhibit. Omitted portions have been filed separately with the
    Securities and Exchange Commission.



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