**UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549**

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**FORM 10-Q**

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(MARK ONE)

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

**For the quarterly period ended September 30, 2000**

**OR**

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

**For the transition period from ________to _________**

**333-71369**

**SAGENT TECHNOLOGY, INC.**
(Exact name of registrant as specified in its charter)



|**Delaware**                                                   | **94-3225290**                      
|-------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification Number)

**800 W. El Camino Real, Suite 300Mountain 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 reports), and (2) has been subject to such filing
requirements for the past 90 days. YES [X] NO [  ],

The number of shares of the Registrant's Common Stock, $.001 par value per share,
outstanding at September 30, 2000 was 28,896,052.







**SAGENT TECHNOLOGY, INC.
      QUARTERLY REPORT ON FORM 10-Q FOR THE PERIOD ENDED MARCH 31, 2000
                                INDEX**



|**PART I.   CONSOLIDATED CONDENSED FINANCIAL INFORMATION**                                                                        | **Page No.**
|--------------------------------------------------------------------------------------------------------------------------------- | ------------
|                                                                                                                                  |             
|Item 1.   Unaudited Consolidated Condensed Financial Statements:                                                                  |             
|                                                                                                                                  |             
|Consolidated Condensed Balance Sheets
          
        September 30, 2000 and December 31, 1999                                 | **          
|                                                                                                                                  |             
|Consolidated Condensed Statements of Operations
          
               Three and Nine months ended September 30, 2000 and 1999 | **          
|                                                                                                                                  |             
|Consolidated Condensed Statements of Cash Flows
          
               Nine months ended September 30, 2000 and 1999           | **          
|                                                                                                                                  |             
|Notes to Unaudited Consolidated Condensed Financial Statements                                                                    | **          
|                                                                                                                                  |             
|Item 2.   Management's Discussion and Analysis of Financial
                      Condition and Results of Operations             | **          
|                                                                                                                                  |             
|Item 3.   Quantitative and Qualitative Disclosures About Market Risk                                                              | **          
|                                                                                                                                  |             
|**PART II.  OTHER INFORMATION**                                                                                                   |             
|                                                                                                                                  |             
|Item 1.   Legal Proceedings                                                                                                       | **          
|                                                                                                                                  |             
|Item 6.   Exhibits and Reports on Form 8-K                                                                                        | **          
|                                                                                                                                  |             
|**Signatures**                                                                                                                    | **          
|**Exhibit Index**                                                                                                                 | **          

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

`September 30, December 31,
                                                       ----------- ------------
                                                           2000          1999
                                                       -----------  -----------
                          Assets
Current assets:
  Cash and cash equivalents.........................  $    11,489  $    15,910
  Marketable securities.............................        3,914       22,309
  Accounts receivable, net .........................       12,515       11,027
  Other current assets..............................       10,252        4,576
                                                       -----------  -----------
     Total current assets...........................       38,170       53,822
Property and equipment, net.........................        5,808        3,676
Intangible assets, net..............................        7,833        6,787
Other assets........................................        3,686        2,419
                                                       -----------  -----------
     Total assets...................................  $    55,497  $    66,704
                                                       ===========  ===========

           Liabilities and Stockholders' Equity
Current liabilities:
  Accounts payable..................................  $     2,756  $     1,151
  Accrued liabilities...............................        7,861       10,034
  Deferred revenue..................................        6,974        5,910
  Accrued merger costs..............................           --        4,109
  Current portion of capital lease
     obligations....................................          815          635
                                                       -----------  -----------
     Total current liabilities......................       18,406       21,839
Deferred revenue....................................          330        1,140
Long-term portion of capital lease
   obligations......................................        1,102          351
                                                       -----------  -----------
     Total liabilities..............................       19,838       23,330
                                                       -----------  -----------

Stockholders' equity:
  Common stock......................................           29           28
  Additional paid-in capital........................       91,030       89,135
  Deferred stock compensation.......................        1,631           --
  Notes receivable from stockholders................       (5,146)      (2,625)
  Accumulated translation adjustment................          222           73
  Accumulated deficit...............................      (52,107)     (43,237)
                                                       -----------  -----------
     Total stockholders' equity.....................       35,659       43,374
                                                       -----------  -----------
     Total liabilities and stockholders'
       equity.......................................  $    55,497  $    66,704
                                                       ===========  ===========`

See accompanying notes to
                  consolidated condensed financial statements.

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

`Three Months Ended    Nine Months Ended
                                                    September 30,         September 30,
                                                --------------------- ---------------------
                                                   2000       1999       2000       1999
                                                ---------- ---------- ---------- ----------
Net revenues:
  Licenses.....................................    $7,823     $9,016    $27,513    $22,462
  Services.....................................     5,996      4,058     18,346      9,504
                                                ---------- ---------- ---------- ----------
     Total net revenues........................    13,819     13,074     45,859     31,966
                                                ---------- ---------- ---------- ----------
Net cost of revenues:
  Licenses.....................................       477        890      1,431      2,242
  Services......................................    3,086      1,947      7,750      5,261
  Amortization of abandoned
     development projects......................      --          800       --        1,600
                                                ---------- ---------- ---------- ----------
     Total cost of revenues....................     3,563      3,637      9,181      9,103
                                                ---------- ---------- ---------- ----------
Gross profit...................................    10,256      9,437     36,678     22,863
                                                ---------- ---------- ---------- ----------
Operating expenses (credits):
  Sales and marketing..........................     9,768      6,604     27,741     17,763
  Research and development.....................     4,525      2,505     12,818      7,983
  General and administrative...................     4,047      1,214      8,140      3,506
  Merger and integration credits...............       368       --       (2,318)      --
                                                ---------- ---------- ---------- ----------
     Total operating expenses..................    18,708     10,323     46,381     29,252
                                                ---------- ---------- ---------- ----------
Loss from operations...........................    (8,452)      (886)    (9,703)    (6,389)
Other income, net .............................       270        433      1,052        573
                                                ---------- ---------- ---------- ----------
Net loss before income taxes...................    (8,182)      (453)    (8,651)    (5,816)
Provision for income taxes.....................       199         63        216        181
                                                ---------- ---------- ---------- ----------
Net loss.......................................   ($8,381)     ($516)   ($8,867)   ($5,997)
                                                ========== ========== ========== ==========

Basic and diluted net loss per share...........    ($0.29)    ($0.02)    ($0.31)    ($0.22)
                                                ========== ========== ========== ==========

Number of shares used in calculation of
  basic and diluted net loss per share..........   28,490     27,503     28,358     27,070`

See accompanying notes to
                  consolidated condensed financial statements.

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

`Nine Months Ended
                                                        Septwember 30,
                                                    ---------- -----------
                                                        2000        1999
                                                    ----------  ----------
Cash flows from operations:
 Net loss.......................................   $   (8,867) $   (5,997)
  Adjustments to reconcile net loss to net
  cash used in operating activities:
   Depreciation and amortization................        3,927       3,089
   Stock option compensation....................           60           --
   Change in operating assets and
     liabilities:
        Accounts receivable.....................       (1,488)     (2,120)
        Other assets current....................       (8,130)     (2,466)
        Other assets............................         (540)     (3,855)
        Accounts payable........................        1,605        (641)
        Accrued liabilities.....................       (2,173)      4,517
        Deferred revenue........................          254         730
        Accrued merger costs....................       (4,109)          --
                                                    ----------  ----------
 Net cash used in operating activities..........      (19,461)     (6,743)
                                                    ----------  ----------
Cash flows from investing activities:
 Sale of marketable securities..................       50,230      88,896
 Purchase of marketable securities..............            --   (125,691)
 Investment in Sagent do Brazil and others......       (1,166)          --
 Investment in eGlobal joint venture, net.......         (900)          --
 Purchase of property and equipment.............      (38,363)     (2,255)
 Disposals of property and equipment............        1,210       1,193
                                                    ----------  ----------
 Net cash provided by (used in) investing
   activities...................................       11,011     (37,857)
                                                    ----------  ----------
Cash flows from financing activities:
 Proceeds from capital lease financing..........        1,277       2,478
 Payments of principal under capital lease
   obligations..................................         (346)     (4,375)
 Proceeds from issuance of common stock.........        1,781      48,793
 Proceeds from exercise of stock options........        1,118           --
                                                    ----------  ----------
 Net cash provided by financing activities......        3,830      46,896
                                                    ----------  ----------
Effect of exchange rate changes.................          149          (3)
                                                    ----------  ----------
Net increase (decrease) in cash and
   cash equivalents.............................       (4,471)      2,293
Cash and cash equivalents, beginning
  of the period.................................       15,910       3,383
                                                    ----------  ----------
Cash and cash equivalents, end of the period....   $   11,439  $    5,676
                                                    ==========  ==========
Supplemental disclosure of cash flow
  information:
   Cash payments for interest...................   $      108  $      272
   Cash payments for taxes......................   $      203  $      159`

See accompanying notes to
                  consolidated condensed financial statements.

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**SAGENT TECHNOLOGY, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**

NOTE 1. 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 consolidated condensed 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
Sagent, the financial statements reflect all adjustments, consisting only of
normal recurring adjustments necessary for a fair presentation of the financial
position at September 30, 2000 and December 31, 1999, the operating results for
the three and nine months ended September 30, 2000 and 1999 and cash flows for
the nine months ended September 30, 2000 and 1999. 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, 1999, included in
the Company's Form 10-K filed with the Securities and Exchange Commission on
March 16, 2000. The results of operations for the three and nine months ended
September 30, 2000 are not necessarily indicative of the results that may be
expected for the year ending December 31, 2000.

Principles of consolidation. The unaudited consolidated condensed financial
statements include the accounts of Sagent Technology, Inc. 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 the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

Cash 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 September 30, 2000 and
1999 consisted of deposits in domestic banks and money market funds.

Marketable securities. Management determines the appropriate classifications
of investments in debt and equity securities at the time of purchase. At
September 30, 2000, Sagent's investments consist of commercial paper and
corporate debt securities, are classified as available-for-sale, and carried at
fair value. The fair value of Sagent's available-for-sale securities is based on
quoted market prices at the balance sheet dates. The cost of securities sold is
based on the specific identification method. Interest on securities classified
as available-for-sale is included in interest and other income (expense), in the
accompanying consolidated statements of operations.

Business risk and concentration of credit risk. Financial instruments which
potentially subject Sagent to concentrations of credit risk consist primarily of
marketable securities and trade accounts receivable. Sagent places its cash
investments with four major financial institutions and has investment policies
that limit investments to investment grade securities. Sagent maintains
allowances for potential credit losses 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 September 30, 2000 or
1999.

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, generally five years. If events or changes in
circumstances indicate the goodwill and other long-lived assets will 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 nine months ended September 30, 2000 or 1999.

Revenue recognition. Sagent's revenues are derived from two sources, licenses
and services. License revenues include product sales, Internet hosting,
royalties and data updates. Service revenues include consulting, training,
processing and maintenance.

Sagent accounts for software revenue pursuant to SOP 97-2,"Software Revenue
Recognition". License revenues from direct product sales to end users' customers
are recognized upon shipment of the product, after execution of a signed license
agreement or a definitive purchase order, provided no significant vendor
obligation exists, the fee is fixed and determinable, and collection is deemed
probable. If an acceptance period is provided, revenue is recognized upon the
earlier of customer acceptance or the expiration of that period. Generally,
Sagent recognizes license revenues from enterprise application vendors,
distributors and resellers based on sell- through of Sagent's products. If,
however, the contract stipulates an advance, non-refundable royalty payment,
revenue is recognized subject to necessary deferrals for undelivered elements.
Sagent's business practice is to provide payment terms that range from thirty
days to one year from the invoice date, with the majority being 30 days from the
invoice date. Accordingly, if payment terms exceed one year, fees from an
arrangement are not considered fixed and determinable and revenue is recognized
as payments become due.

Internet hosting revenues are recognized upon the customer's download of data
from Sagent's Internet site, provided payment has been received in advance. If
payment is not received in advance, revenue from Internet sales is recognized
upon download of data, but only if a signed contract exists, the fee is fixed
and determinable, and collection is deemed probable. To date internet hosting
revenues have not been significant to the financial results of Sagent.

Service fees are charged separately from licenses. In instances where Sagent
enters into service agreements with license agreements, Sagent views them as
multi-element arrangements for revenue recognition purposes. When arrangements
contain multiple elements, and for which vendor specific objective evidence
(VSOE) of fair value exists for the undelivered elements, Sagent recognizes
revenue from the delivered elements based on the residual contract value as
prescribed by SOP 98-9, "Modifications of SOP 97-2, Software revenue
recognition." Undelivered elements consist primarily of post contract support
(PCS) such as software upgrades and data upgrades and other services such as
training and consulting. VSOE of fair value for services and training is
established based on the price charged when services are sold separately. VSOE
of fair value for PCS is based on renewal rates. Services are not considered
essential to the functionality of the software. Sagent recognizes revenues
allocated to PCS ratably over the PCS period, which is generally 12 months. For
revenue allocated to services such as consulting and training, Sagent recognizes
revenue as the related services are performed.

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 the
ratio of current revenues to total product 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 cost qualifying for capitalization have
been insignificant.

Net income (loss) per share. Basic net income (loss) per share is computed by
dividing the net income (loss) available to common stockholders for the period
by the weighted average number of common shares outstanding during the period.
Diluted net income (loss) per share is computed by dividing the net income
(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 translation adjustments. There was no significant
tax effect on the components of other comprehensive income for the three month
and nine month periods ended September 30, 2000 and 1999.

Recent accounting pronouncements. In March 2000, the Emerging Issues Task
Force reached a consensus on Issue 00-2, "Accounting for the Costs of Developing
aWeb Site" (EITF 00-2). In general, EITF 00-2 states that the costs of
developing a web site should be accounted for under the provisions of Statement
of Position (SOP) 98-1, "Accounting for the Costs of Computer Software Developed
or Obtained for Internal Use. EITF 00-2 is effective for costs incurred after
June 30, 2000. EITF 00-2 has not had a material effect on the company's results
of operations or financial position or liquidity.

In March 2000, the Emerging Issues Task Force reached
a consensus on Issue 00-3, "Application of AICPA Statement of Position 97-2,
Software Revenue Recognition," to Arrangements that Include the Right to Use
Software Stored on Another Entity's Hardware" (EITF 00-3). In general, EITF 00-3
states that if the customer does not have the option to physically take
possession of the software, the transaction is not within the scope of SOP 97-2
and revenue should be recognized ratably over the hosting period as a service
arrangement. However, if the customer has the option to take physical delivery
of the software and specific pricing information is available for both the
software and hosting components of the arrangement, then

the software revenue may be recognized when the customer first has access to
the software and revenue from the hosting component should be recognized ratably
over the hosting period. EITF 00-3 has not had a material effect on the
company's results of operations or financial position or liquidity.

In December 1999, the SEC issued SAB No. 101,
"Revenue Recognition in Financial Statements." SAB No. 101 expresses the views
of the SEC Staff in applying generally accepted accounting principles to certain
revenue recognition issues. In September 2000, the SEC issued SAB 101B to defer
the effective date of the implementation of SAB 101 until the fourth quarter of
2000. Sagent does not anticipate the adoption of SAB 101 will have a material
impact on its financial position or results of operations.

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. In July 1999, the FASB issued SFAS
No. 137, "Accounting for Derivative Instruments and Hedging Activities -
Deferral of the Effective Date of FASB Statement No. 133". SFAS No. 137 deferred
the effective date until fiscal years commencing after September 15, 2000.
Sagent will adopt SFAS No. 133 in its quarter ending March 31, 2001. Management
does not believe that the pronouncement will have a material effect on the
company's results of operations, financial position or liquidity.

In March 2000, the FASB issued Interpretation No. 44, "Accounting for Certain
Transactions Involving Stock Compensation - an interpretation of APB 25". This
Interpretation clarifies (a) the definition of employee for the purpose of
applying Opinion 25, (b) the criteria for determining whether a plan qualifies
as a compensationary plan, (c) the consequence of various modifications to a
previously fixed stock option or award, and (d) the accounting for a change of
stock compensation awards in a business combination. This Interpretation is
effective on July 1, 2000, however, certain conclusions in this Interpretation
cover specific events that occur after either December 15, 1998, or January 12,
2000. The interpretation will not have a material effect on the company's
results of operations or financial position.

NOTE 2. MERGER RESERVE

On December 11, 1999, Sagent completed its merger with Qualitative Marketing
Software, Inc. (QMS). The merger was accounted for as a pooling-of-interests.
Sagent issued 2.1 million shares of common stock in exchange for all outstanding
stock of QMS. Sagent also assumed all options to purchase QMS stock, which were
converted into options to purchase 428 shares of Sagent stock.

Costs incurred in connection with the merger were charged to the results of
operations for the year ended December 31, 1999. There is no impact on the
financial position or operating results of Sagent related to such
reclassification. Activity in the merger reserve during the nine months ended
September 30, 2000 was as follows:

`December 31,                   March 31,
                                         1999      Costs    Credit      2000
                                        Balance     Paid    Amounts   Balance
                                      ----------- -------- --------- ----------
Severance and other personnel costs..       $328     $222     $ --        $106
Transaction costs....................      3,213    1,344     1,950        (81)
Elimination of duplicate systems
  and equipment......................        118       48       --          70
Other................................        450      177       368        (95)
                                      ----------- -------- --------- ----------
                                          $4,109   $1,791    $2,318     $  --
                                      =========== ======== ========= ==========`



Severance and other personnel costs consist of severance pay and outplacement
for nine employees. Transaction costs consist of litigation costs, professional
brokerage, legal, and accounting fees and accruals related to the Corum claims
discussed below.

On December 23, 1999 QMS and Sagent were served with a demand for arbitration
prepared by the Corum Group Ltd. (Corum). In its demand, Corum claims that QMS
breached an agreement signed in 1998 to convey to Corum a certain percentage of
the consideration received by QMS as a result of its acquisition by Sagent. QMS
had terminated the agreement in question, which had involved the provision of
strategic consulting services by Corum to QMS. On April 27, 2000 the parties
agreed to settle the claim in exchange for 125 shares of Sagent common stock
valued at approximately $938 on the settlement date. Such common stock was
issued and registered for sale in July 2000. The resulting excess reserve of
$2,318 was reversed in operations during the nine month period ended September
30, 2000.

As of September 30, 2000, Sagent has completed all merger activities relating
to QMS.

During 1999 QMS abandoned certain product development projects as changes in
technology and competitive factors eliminated their viability as successful
projects. Prior to 1999, certain development costs related to these development
projects had been capitalized. Upon abandonment of the development efforts, the
unamortized carrying value of such development costs of $800 was charged to
costs of goods sold.

NOTE 3. GOODWILL

Goodwill comprises the following:

`Economic  September 30, December 31,
                                 Life        2000          1999
                               --------- ------------ ------------
                                         (Unaudited)
Goodwill:
   Sagent UK...................       5       $3,158       $3,075
   Sagent France S.A...........       5          462          500
   Sagent GmbH.................       5        2,463        2,462
   Sagent do Brazil............       5        1,210           --
   Smarter Software, Inc.......      10          540          750
                                         ------------ ------------
                                              $7,833       $6,787
                                         ============ ============`

NOTE 4. OTHER INTANGIBLE ASSETS

Other intangible assets comprises the following:

`September 30, December 31,
                                             2000          1999
                                         ------------ ------------
                                         (Unaudited)
Other assets:
   eGlobal joint venture, net.....              $950       $   --
   NetAcumen, Inc. joint venture..               759          380
   Deposits.......................               893          626
   Non-compete agreement..........                50          140
   Other..........................             1,034        1,273
                                         ------------ ------------
                                              $3,686       $2,419
                                         ============ ============`

Investments in the eGlobal and NetAcumen joint ventures are accounted for
under the equity and cost methods, respectively. Sagent's ownership interest in
both eGlobal and NetAcumen, Inc. was 19.99% and 9.79%, respectively as of
September 30, 2000 and December 31, 1999. Revenues from sales to NetAcumen
during the three and nine months ended September 30, 2000 were $44 and $814,
respectively. There were no sales to eGlobal during the three and nine months
ended September 30, 2000. There were no sales to eGlobal or NetAcumen during the
three or nine months ended September 30, 1999. Losses related to Sagent's
percentage ownership interest in the joint venture accounted for under the
equity method were $50 for the three and ended September 30, 2000.

NOTE 5. SEGMENT REPORTING

Sagent is organized and operates as one operating
segment: the design, development, marketing, and support of software designed to
address organizations' information access, analysis and delivery needs. Sagent
sells its products domestically and internationally. Revenues by geographic area
are:

`Three Months Ended  Nine Months Ended
                                   September 30,       September 30,
                               --------- --------- --------- ---------
                                  2000      1999      2000      1999
                               --------- --------- --------- ---------
United States and Canada......       88%       86%       89%       86%
Rest of World.................       12%       14%       11%       14%`

No one country in the rest of the world comprised more than 10% of total net
revenues during the three or nine month periods ended September 30, 2000 and
1999. None of Sagent's international operations have material long-lived
assets.

NOTE 6. LITIGATION

On March 22, 1999 Timeline, Inc. filed a
complaint against Sagent in Federal District Court alleging that Sagent's DMS
product suite infringes one or more of the claims of a Timeline patent. Sagent
filed its original answer to the complaint on April 19, 1999 denying the
material allegations of Timeline's complaint asserting, among other things, that
the Timeline patent was invalid and unenforceable. Timeline filed an amended
complaint on February 18, 2000 wherein it contends that Sagent's DMS Product
Suite infringes one or more claims of three of Timeline's patents. Sagent filed
its answer to the new complaint on March 6, 2000, denying the material
allegations in Timeline's complaint and asserting that all three of the patents
asserted by Timeline are invalid and unenforceable. As a result, the trial date
in this matter has been reset for January 29, 2001. Sagent is presently
vigorously defending the suit and at this point we cannot reasonably determine
the outcome of the dispute.

From October 23, 2000 to October 28, 2000, several
class action lawsuits were filed in the United States District Court on behalf
of individual investors who purchased Sagent common stock between October 21,
1999 and April 18, 2000. The claims allege Sagent misrepresented its 1999 and
2000 prospects. Sagent has reviewed the allegations and has determined that they
are without merit. The Company will vigorously contest the claims and seek
prompt dismissal. At this point Sagent cannot reasonably determine the outcome
of the dispute.

&From time to time, Sagent may be involved in
litigation relating to claims arising out of its ordinary course of business.
Sagent provides for costs relating to these matters when a loss is probable and
the amount is reasonably estimable. Sagent believes that, including the matters
described above, there are no claims or actions pending or threatened against
Sagent, the ultimate disposition of which would have a material impact on
Sagent's financial position or results of operations.

NOTE 7. CHARGES RELATING TO THE HIRING OF NEW MANAGEMENT

During the three months ended September 30, 2000, the company issued a
promissory note to a key executive. The total value of this note is 2,750 to be
repaid over a 5 year period. The note is secured by the real property purchased
with the proceeds from the note.

Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations (Amounts in 000's)

Statements contained in this Report on Form 10-Q that are not purely
historical are forward-looking statements within the meaning of Section 27A of
the Securities Act and Section 21E of the Exchange Act, including, without
limitation, statements regarding our expectations, beliefs, estimates,
intentions or strategies regarding the future, our licenseand 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 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 "Factors That May Affect Future Results"
and elsewhere in this Report on Form 10-Q.



OVERVIEW

We develop, market, and support products and
services that help businesses collect, analyze, understand, and act on customer
and operational information in real- time. Our products and services provide a
way for an organization's employees, customers, and partners to use the World
Wide Web 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. We refer to our products as "Real-time eBusiness Intelligence"
solutions because they enable organizations to use our software and services to
rapidly make more informed, intelligent decisions and to spread that ability
across the enterprise. We were incorporated in April 1995, and began selling the
first products during the fourth quarter of 1996.

We sell our software products directly to end user
customers through our direct sales force and through indirect channel partners
such as enterprise application vendors, resellers and distributors. Enterprise
application vendors generally integrate our products with their applications and
will embed them into their products or resell them with their products. Our
other indirect channel partners, principally resellers and distributors, sell
our software products to end user customers. We derive revenues primarily from
license fees for software products and to a lesser extent, fees for services
relating to the software products, including consulting, training, software and
data updates, technical support and real time marketing services on the web.

Our revenues are derived from two sources, licenses and services. License
revenues include product sales, Internet hosting, royalties and data updates.
Service revenues include consulting, training, processing, and maintenance.

Sagent accounts for software revenue pursuant to SOP 97-2,"Software Revenue
Recognition". License revenues from direct product sales to end users customers
are recognized upon shipment of the product, after execution of a signed license
agreement or a definitive purchase order, provided no significant vendor
obligation exists, the fee is fixed and determinable, and collection is deemed
probable. If an acceptance period is provided, revenue is recognized upon the
earlier of customer acceptance or the expiration of that period. Generally,
Sagent recognizes license revenues from enterprise application vendors,
distributors and resellers based on sell- through of Sagent's products. If,
however, the contract stipulates an advance, non-refundable royalty payment,
revenue is recognized subject to necessary deferrals for undelivered elements.
Sagent's business practice is to provide payment terms that range from thirty
days to one year from the invoice date, with the majority being 30 days from the
invoice date. Accordingly, if payment terms exceed one year, fees from an
arrangement are not considered fixed and determinable and revenue is recognized
as payments become due.

Internet hosting revenues are recognized upon the customer's download of data
from our Internet site, provided payment has been received in advance. If
payment is not received in advance, revenue from Internet sales is recognized
upon download of data, but only if a signed contract exists, the fee is fixed
and determinable, and collection is deemed probable. To date Internet hosting
revenues have not be significant to the financial results of Sagent.

Service fees are charged separately from licenses. In instances where we
enters into service agreements with license agreements, we view them as multi-
element arrangements for revenue recognition purposes. When arrangements contain
multiple elements, and for which vendor specific objective evidence (VSOE) of
fair valued exists for the undelivered elements, we recognize revenue from the
delivered elements based on the residual contract value as prescribed by SOP 98-
9, "Modifications of SOP 97-2, Software revenue recognition." Undelivered
elements consist primarily of post contract support (PCS) such as software
upgrades and data upgrades and other services such as training and consulting.
VSOE for services and training is established based on the price charged when
services are sold separately. VSOE for PCS is based on renewal rates. Services
are not considered essential to the functionality of the software. We recognize
revenues allocated to PCS ratably over the PCS period, which is generally 12
months. For revenue allocated to services such as consulting and training, we
recognize revenue as the related services are performed.

We sell our products outside of the United States through our subsidiaries
located in the United Kingdom, France, Germany, Japan, Brazil and through our
distributors in Benelux, Spain, South Africa, and the Pacific Rim. Revenues from
licenses and services to customers outside the United States represented
approximately $1.6 million and $1.8 million, for the three months ended
September 30, 2000 and 1999, respectively, and $5.5 million and $4.4 million,
for the nine months ended September 30, 2000 and 1999, respectively.

Historically, as a result of the comparatively lower international sales
activities and the absence of significant exchange rate fluctuation, our
business, financial condition and operating results have not been materially
affected by exchange rates.

RESULTS OF OPERATIONS FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER
30, 2000 AND 1999

The following table sets forth for the periods indicated certain
financial data, derived from Sagent's unaudited consolidated condensed
statements of operations, as a percentage of total net revenues for the periods
indicated:

`Three Months Ended    Nine Months Ended
                                                    September 30,         September 30,
                                                --------------------- ---------------------
                                                   2000       1999       2000       1999
                                                ---------- ---------- ---------- ----------
Net revenues:
  Licenses......................................     56.6%      69.0%      60.0%      70.3%
  Services......................................     43.4%      31.0%      40.0%      29.7%
                                                ---------- ---------- ---------- ----------
     Total net revenues.........................    100.0%     100.0%     100.0%     100.0%

Net cost of revenues:
  Licenses......................................      3.5%       6.8%       3.1%       7.0%
  Services......................................     22.3%      14.9%      16.9%      16.5%
  Amortization of abandoned
     development projects.......................      0.0%       6.1%       0.0%       5.0%
                                                ---------- ---------- ---------- ----------
     Total cost of revenues.....................     25.8%      27.8%      20.0%      28.5%

Gross profit....................................     74.2%      72.2%      80.0%      71.5%

Operating expenses (credits):
  Sales and marketing...........................     70.7%      50.5%      60.5%      55.6%
  Research and development......................     32.7%      19.2%      28.0%      24.9%
  General and administrative....................     29.3%       9.3%      17.8%      11.0%
  Merger and integration credits................      2.7%       0.0%      -5.1%       0.0%
                                                ---------- ---------- ---------- ----------
     Total operating expenses...................    135.4%      79.0%     101.2%      91.5%
                                                ---------- ---------- ---------- ----------
Loss from operations............................    -61.2%      -6.8%     -21.2%     -20.0%
Other income, net ..............................      2.0%       3.3%       2.3%       1.8%
                                                ---------- ---------- ---------- ----------
Net loss before income taxes....................    -59.2%      -3.5%     -18.9%     -18.2%
Provision for income taxes......................     -1.4%      -0.4%      -0.4%      -0.6%
                                                ---------- ---------- ---------- ----------
Net loss........................................    -60.6%      -3.9%     -19.3%     -18.8%
                                                ========== ========== ========== ==========`



NET REVENUES

Total net revenues. Our total net revenues increased 5.7% to $13.8
million for the three months ended September 30, 2000 from $13.1 million for the
three months ended September 30, 1999. Total revenue also increased 43.5% to
$45.9 million for the nine months ended September 30, 2000 from $32.0 million
for the nine months ended September 30, 2000.

International revenues. International revenues were $1.6 million and $1.8
million for the three months ended September 30, 2000 and 1999, respectively, a
decrease of 11.1%, and for the nine months ended September 30, 2000,
international revenues increased 27.5%to $5.5 million from $4.4 million for the
same period in the prior year. No single customer accounted for more than 10% of
our net total revenues for the three and nine months ended September 30, 2000 or
1999.

License revenues. Our license revenues decreased 13.2% to $7.8 million for
the three months ended September 30, 2000 from $9.0 million for the same three
month period in 1999. The decrease in net revenues from the comparable period in
the prior year was primarily attributed to a lack of sales execution from
Sagent's direct sales force. License revenues increased 22.5% to $27.5 million
for the nine months ended September 30, 2000 from $22.5 million for the same
nine month period in 1999. We anticipate that license revenues, which have
represented a significant portion of our total net revenue to date, will
continue to represent a majority of our net revenues for the foreseeable
future.

Service revenues. Our service revenues increased to $6.0 million and $18.3
million for the three months and nine month periods ended September 30, 2000,
representing an increase from the same periods during the prior year of 47.8%
and 93.0%, respectively. The increases were due to increased revenue levels in
all components of service revenues - consulting, training, maintenance and
internet services. Service revenues represented 43.4% and 31.0% of total net
revenues for the three months ended September 30, 2000 and 1999, respectively,
and 40.0% and 29.7% for the nine months ended September 30, 2000 and 1999,
respectively. The increases were due to increasing services revenues decreasing
license revenue during the three month period ended March 31, 2000 and the three
month period ended September 30 1999.

COST OF REVENUES

Cost of license revenues. Cost of license revenues consists primarily of
royalties, product packaging, shipping, media, documentation and fees to
providers of data updates. Our cost of license revenue was $477 and $890 for the
three months ended September 30, 2000 and 1999, respectively, representing 6.1%
and 9.9% of license revenues in the three months ended September 30, 2000 and
1999, respectively. Our cost of license revenue was $1.4 million and $2.2
million for the nine months ended September 30, 2000 and 1999, respectively,
representing 5.2% and 10.0% of license revenues in the nine months ended
September 30, 2000 and 1999, respectively. We expect these costs to grow in
absolute dollars in the foreseeable future, provided license sales increase.

Cost of services: Cost of services consists primarily of personnel costs
associated with providing software maintenance, technical support, training and
consulting services. Our cost of service revenues was $3.1 million and $1.9
million for the three months ended September 30, 2000 and 1999, respectively,
representing an increase of 58.5% and represented 51.5% and 48.0% of service
revenues for the three months ended September 30, 2000 and 1999. Our cost of
service revenues was $7.8 million and

$5.3 million for the nine months ended September 30, 2000 and 1999,
respectively, representing an increase of 47.3% and represented 42.2% and 55.4%
of service revenues for the nine months ended September 30, 2000 and 1999. The
improvement in service costs as a percent of service revenues, during the nine
month period ended September 30, 2000, was primarily due to improved utilization
of consulting personnel and reduced reliance on outside consultants during the
six months ended June 30, 2000. We expect these costs to grow in absolute
dollars in the foreseeable future, provided license sales increase.

Amortization related to certain development projects. During 1999 QMS
abandoned certain product development projects as changes in technology and
competitive factors eliminated their viability as successful projects. Prior to
1999, certain development costs related to these development projects had been
capitalized. Upon abandonment of the development efforts, the carrying value of
such development costs of $800 was charged to costs of goods sold during three
months ended September 30, 1999.

GROSS MARGIN

Gross margin. Gross margins improved to 74.2% for the three months ended
September 30, 2000 from 72.2% for the same period in the prior year. For the
nine month period ended September 30, 2000, gross margin improved to 80.0% from
71.5% for the same period in the prior year. The improvement during the nine
month period ended September 30, 2000 was primarily due to increase in margins
related to service revenues as impacted by improved utilization rates and
increased labor rates charged to customers. In the future, our total gross
margin percentages may be adversely affected by mix of software products and
services revenue and increased competition.

OPERATING EXPENSES

Sales and marketing. Sales and marketing expenses consist primarily of
salaries, benefits, commissions, recruiting, bonuses and travel expenses for
sales and marketing personnel as well as marketing programs costs. Sales and
marketing expenses increased 47.9% to $9.8 million for the three months ended
September 30, 2000 from $6.6 million for the three months ended September 30,
1999. During the nine month period ended September 30, 2000, sales and marketing
expenses increased 56.2% to $27.7 million from $17.8 million for the same nine
month period in the prior year. Sales and marketing expenses represented 70.7%
and 50.5% of total net revenues for the three months ended September 30, 2000
and 1999, respectively. Sales and marketing expenses represented 60.5% and 55.6%
of total net revenues for the nine month period ended September 30, 2000, and
1999, respectively. These increases in absolute dollars reflect the overall
increase in expenses such as those related to new hires, commissions and
promotional activities associated with the increase in revenues. We believe that
as the Company expands its direct sales force, presales activities, partnering
relationships and its indirect channel sales organization on a worldwide basis,
sales and marketing expenses will continue to increase in absolute dollars,
although such expenses may vary as a percentage of revenue.



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 and
testing. Research and development expenses increased 80.6% to $4.5 million for
the three months ended September 30, 2000 from $2.5 million for the three months
ended September 30, 1999. For the nine month period ended September 30, 2000,
research and development expenses increased 60.6% to $12.8 million from $8.0
million for the nine month period ended September 30, 1999. Research and
development costs represented 32.7% and 19.2% of total net revenues for the
three months ended September 30, 2000 and 1999, respectively and 28.0% and 25.0%
for the nine months ended September 30, 2000 and 1999, respectively. We
anticipate that the Company will continue to invest significantly in product
research and development for the foreseeable future, and research and
development expenses are likely to increase in absolute dollars in future
periods, although such expenses may vary as a percentage of total revenues. In
the development of our new products and enhancements of existing products, the
technological feasibility of the software is not established until substantially
all product development is complete and is generally defined as completion of a
working model.

General and administrative. General and administrative expenses consist
primarily of personnel costs for our executive, finance, human resources, and
information systems as well as legal and bad debt reserves. Special charges of
$1.5 million associated with the recruitment and hiring of new management and
$1.3 million related to additional reserves for two accounts receivable
balances, were reported in the quarter ended September 30, 2000. Excluding these
special charges, general and administrative expenses increased 31.8% and 39.0%
to $1.6 million and $4.9 million for the three and nine months ended September
30, 2000, respectively, from the same periods in the prior year. Excluding the
special charges, general and administrative expenses represented 11.7% and 9.3%
of total net revenues for the three months ended September 30, 2000 and 1999,
respectively, and 10.6% and 11.0% for the nine months ended September 30, 2000
and 1999, respectively. The increase in the three-month period was due to higher
recruiting and legal expenses; however, general and administrative expenses for
the nine months ended September 30, 2000 remained slightly lower than the same
nine month period in the prior year. Notwithstanding the special charges
mentioned above, we believe that general and administrative expenses will
increase in the future in absolute dollars.

Merger and integration credits. Included in accrued merger costs as of
December 31, 1999 was the estimated cost to settle certain disputes with Corum
Group Ltd. (Corum). On December 23, 1999 QMS and Sagent were served with a
demand for arbitration prepared by the Corum Group Ltd. (Corum). In its demand,
Corum claims that QMS breached an agreement signed in 1998 to convey to Corum a
certain percentage of the consideration received by QMS as a result of its
acquisition by Sagent. QMS had terminated the agreement in question, which had
involved the provision of strategic consulting services by Corum to QMS. On
April 27, 2000 the parties agreed to settle the claim in exchange for 125,000
shares of Sagent common stock valued at approximately $938 on the settlement
date. Such common stock was issued and registered for sale in July 2000. The
resulting excess reserve of $1,950 was reversed in operations during the nine
month period ended September 30, 2000

OTHER INCOME

Other income consists of interest earned on invested cash less interest
expense related to borrowings and Sagent's percentage share of losses of joint
ventures accounted for under the equity method. Net interest income decreased
$163 for the three months ended September 30, 2000, from $433 earned in the
three months ended September 30, 1999. This decrease is the result of a decline
in cash and cash equivalent and marketable securities balances during the nine
months ended September 30, 2000.

LIQUIDITY AND CAPITAL RESOURCES

At September 30, 2000, we had cash and cash equivalents totaling $11.5
million, a decrease of $4.4 million from December 1999. Since inception, Sagent
has funded its operations primarily through the private sales of equity
securities, the use of equipment leases, bank lines, and the initial public
offering of common stock, not from cash generated by operations.

Net cash used in operating activities was $19.4 million and $6.7 million in
the nine months ended September 30, 2000 and 1999, respectively. The increase in
cash used in operations was primarily the result of increased operating leases,
as well as increased receivables and current assets, and decreases in accrued
liabilities and deferred merger costs.

Our investing activities included capital expenditures for property and
equipment totaling $38.4 million and $2.3 million for the nine months ended
September 30, 2000 and 1999, respectively.

We have agreements with its distributors in Spain, Benelux, South Africa, and
the Pacific Rim under which the Sagent has an option to acquire such
distributors. Any such acquisition may have the effect of diluting existing
stockholders, reducing Sagent's available cash for working capital and other
purposes, requiring substantial management attention, or increasing operating,
amortization and integration expenses.

Our financing activities provided $3.8 million and $46.9 million in the nine
month period ended September 30, 2000 and 1999, respectively. During the three
months and nine months ended September 30, 2000, our financing activities
consisted primarily of sales of its common stock upon exercise of stock options.
Proceeds from the sale of common stock in its initial public offering in April
1999 amounted to $47.2 million, net of issuance costs.

Sagent currently anticipates that for the foreseeable future it will continue
to experience growth in its operating expenses related to expansion of its
distribution channels, improving operational and financial systems, possibly
acquiring or investing in complementary businesses, products or technologies or
investing in joint ventures and strengthening our current sales division. Such
expenditures will be a material use of our cash resources. Sagent believes that
its sources of liquidity as of September 30, 2000 will be sufficient to meet its
working capital and anticipated capital expenditure requirements for at least
the next 12 months. Thereafter, Sagent may require additional funds to support
its working capital requirements or for other purposes, and may seek, even
before such time, to raise additional funds through public or private equity
financing or from strategic relationships, bank debt, financing under leasing
arrangements, or other sources. There can be no assurance that additional
financing will be available at all, or that if available, such financing will be
obtainable on terms acceptable to Sagent or that are not dilutive to its
stockholders. If adequate funds are not available or are not available on
acceptable terms, Sagent may be unable to develop or enhance its products, take
advantage of future opportunities, or respond to competitive pressures or
unanticipated requirements, which could have a material adverse effect on its
business, financial condition and operating results.

FACTORS AFFECTING OPERATING RESULTS

THE FOLLOWING FACTORS SHOULD BE CONSIDERED IN CONJUNCTION WITH THE
INFORMATION IN THIS REPORTON FORM 10-Q

OUR FUTURE OPERATING RESULTS MAY NOT FOLLOW PAST TRENDS DUE TO MANY FACTORS
AND ANY OF THESE COULD CAUSE OUR STOCK PRICE TO FALL

We commenced operations in September 1995 but we
did not begin selling our first products until the fourth quarter of 1996, and a
number of new products and new versions of existing products were subsequently
introduced. As a result, we have experienced the risks and difficulties
frequently encountered by early stage companies, particularly companies in new
and rapidly evolving markets. We incurred net losses and losses from operations
for the period ended December 31, 1995 and each of the years ended thereafter.
As of September 30, 2000, we had an accumulated deficit of approximately $52.1
million. Since inception, we have funded our business primarily from the sale of
our stock and by borrowing funds, not from cash generated by our business We
expect to continue to incur significant sales and marketing, research and
development and general and administrative expenses Although our revenues have
grown in each year since formation, we cannot be certain that we will sustain or
increase our revenues or improve our operating results in the future.

QUARTERLY OPERATING RESULTS MAY FLUCTUATE SIGNIFICANTLY

We believe that quarter-to-quarter comparisons
of our operating results are not a good indication of future performance.
Although our operating results have generally improved from quarter to quarter
in the past, our future operating results may not follow any past trends. It is
likely that in some future quarter our operating results may be below the
expectation of public market analysts and investors due in part to factors
beyond our control, and as a result, the price of our common stock may fall.

Factors which may cause our future operating results
to be below expectations and cause our stock price to fall include:

o The demand for and acceptance of Enterprise Intelligence solutions in
general and our products, enhancements and services

> The maintenance and development of our strategic relationships with
> enterprise application vendors, resellers and distributorsThe introduction, timing and competitive pricing of our products and
> services and those of our competitorsThe size and timing of significant ordersThe expansion and rate of success of our direct sales force and indirect
> distribution channels both domestically and internationallyThe attraction and retention of key personnel, particularly in our sales,
> services and support groupsThe commercialization of our products incorporating advanced
> technologiesThe growth of the market for Enterprise Intelligence solutionsThe timing and successful integration of and costs related to technologies
> and businesses we may acquire in the future

We plan to significantly increase our operating
expenses to expand our administration, consulting and training, maintenance and
technical support, research and development and sales and marketing groups. Our
operating expenses are based on our expectations of future revenues and are
relatively fixed in the short term. If revenues fall below our expectations in
any quarter and we are not able to quickly reduce our spending in response, our
operating results would be lower than expected and our stock price may fall.

WE MAY LOSE EXISTING CUSTOMERS OR BE UNABLE TO ATTRACT NEW CUSTOMERS IF WE
DO NOT DEVELOP NEW PRODUCTS

If we are not able to maintain and improve our
product line and develop new products that keep pace with competitive product
introductions and technological developments, satisfy diverse and evolving
customer requirements and achieve market acceptance, we may lose existing
customers or be unable to attract new customers. We may not be successful in
developing and marketing this new version, other product enhancements or new
products that respond to technological advances by others on a timely or cost-
effective basis, or that these products, if developed, will achieve market
acceptance.

We have experienced delays in releasing new products
and product enhancements and may experience similar delays in the future. These
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.

CHANGES IN INTERNET TECHNOLOGY AND OPERATING SYSTEM STANDARDS MAY IMPEDE
MARKET ACCEPTANCE FOR OUR PRODUCTS

Rapidly changing Internet technology and
operating system standards may impede market acceptance for our products. We
have a software application known as WebLink that allows users to query, analyze
and report business information from a Web browser. This product has been
designed based upon prevailing Internet technology. If new Web technologies
emerge that are incompatible with deployment of our WebLink applications, our
WebLink product may become obsolete and existing and potential new customers may
seek alternatives to our products. We may not be able to quickly adapt our
products to any new Internet technology. Additionally, our products allow
connectivity to databases on a variety of operating systems, including
mainframes, AS/400, UNIX and Windows NT. However, our application server
component currently runs only on the Windows NT operating system. Therefore, our
ability to increase sales of our products will depend on the continued
acceptance of the Windows NT operating system. To the extent that potential
customers use UNIX operating systems as their application server, we would need
to develop a UNIX product. The development of a UNIX product would require us to
commit a substantial investment of resources, and we may not successfully
introduce such a product on a timely or cost-effective basis, or at all, which
could lead potential customers to choose alternatives to our products.

ENTERPRISE INTELLIGENCE SOFTWARE MARKETS MAY NOT GROW

Since all of our revenues are attributable to
the sale of Enterprise 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 Intelligence software
and services to account for substantially all of our revenues for the
foreseeable future. Although demand for Enterprise 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.

We are focusing our selling efforts on large,
enterprise-wide implementations of our products, and we expect such sales to
constitute an increasing portion of any future revenue growth. While we have
devoted significant resources to promoting market awareness of our products and
the problems such products address, we do not know whether these efforts will be
sufficient to support significant growth in the market for Enterprise
Intelligence products.

IF OUR RELATIONSHIPS WITH CHANNEL PARTNERS ARE NOT SUCCESSFUL AND IF WE
CANNOT RECRUIT ADDITIONAL CHANNEL PARTNERS WE MAY NOT BE ABLE TO EXPAND OUR
SALES

In addition to our direct sales force, we rely
on successful relationships with a variety of channel partners, such as
enterprise application vendors, resellers and distributors, for licensing and
support of our products in the United States and internationally. If we cannot
maintain successful relationships with these partners and cannot recruit
additional strategic partners, we believe that we will have difficulty expanding
the sales of our products. Our enterprise application vendor partners resell our
products incorporated in their own software application. In addition, our
channel partners offer products of several different companies, including, in
some cases, products that compete with our products. These strategic partners
may not develop or customize our applications to their needs or devote adequate
resources to selling our products.

We intend to expand our relationships with strategic
partners and to increase the proportion of our customers licensed through these
indirect channels. We may not be able to maintain strategic partnerships and
attract additional strategic partners that will market our products effectively
and will be qualified to provide timely and cost-effective customer support and
service. Further, our relationships with our strategic partners may not generate
enough royalty revenue to offset the significant resources used to develop these
channels.

WE MAY NOT BE ABLE TO MANAGE OUR GROWTH SUCCESSFULLY OR SUSTAIN AND MANAGE
GROWTH RATES WE HAVE EXPERIENCED IN THE PAST

Our growth has placed, and our anticipated
future growth will continue to place, a significant strain on our management
systems and controls. If we cannot effectively establish and improve our
processes we may not be able to manage our growth successfully or sustain and
manage the growth rates we have experienced in the past.

We have grown rapidly and will need to continue to
grow in all areas of operation in order to execute our business strategy. We
anticipate increases in the number of employees. Sustaining our growth has
placed significant demands on management as well as on our administrative,
operational and financial resources and controls. In particular, we need to
substantially upgrade our enterprise resource planning functions, including
accounting, order entry and customer entry, which will become insufficient as we
grow.

WE INTEND TO EXPAND INTERNATIONAL OPERATIONS BUT WE MAY ENCOUNTER A NUMBER
OF PROBLEMS IN DOING SO 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 12% of our total
revenue for the nine months ended September 30, 2000. We conduct our
international sales through local subsidiaries in the United Kingdom, Germany,
France, Japan and Canada and through distributor relationships in, Benelux,
South Africa and eight Pacific Rim countries. The expansion of our existing
international operations and entry into additional international markets will
require significant management attention and financial resources to open
additional international offices and hire international sales personnel.
Localizing our products is difficult and may take longer than we anticipate due
to difficulties in translation and delays we may experience in recruiting and
training international staff. In addition, we currently have limited experience
in developing local versions of our products, as well as marketing, selling and
supporting our products and services overseas

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 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 turn-key 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.

CUSTOMER ORDER FULFILLMENT

The timing and amount of our sales depend on a number of factors that
make estimating operating results prior to the end of any period uncertain. For
example, we do not typically maintain a significant backlog and sales are
dependent on our ability to appropriately forecast product demand. In addition,
our customers historically request fulfillment of orders in a short period of
time, resulting in limited visibility to sales trends. Consequently, our
operating results depend on the volume and timing of orders and our ability to
fulfill orders in a timely manner. Historically, sales in the third month of the
quarter have been higher than sales in each of the first two months of the
quarter. Non-linear sales patterns make business planning difficult, and
increase the risk that our quarterly results will fluctuate.

OUR OPERATING RESULTS MAY VARY SIGNIFICANTLY DUE TO OUR LENGTHY SALES AND
IMPLEMENTATION CYCLES FOR OUR PRODUCTS WHICH COULD CAUSE OUR STOCK PRICE TO
FALL

Because our products and services have lengthy
sales and implementation cycles, it is difficult for us to forecast the timing
and recognition of revenues from sales of our products and services. Since we
are unable to control many of the factors that will influence our customers'
buying decisions, the lengthy sales cycle could cause our operating results to
be below the expectations of analysts and investors, which could cause our stock
price to fall.

A key element of our strategy is to market our
products and services to large organizations with significant data management
and access needs. These customers take an extended time evaluating our products
before purchasing them. The period of time between initial customer contact and
a purchase order may span nine months or more. Our products have had, and we
expect them to continue to have, an even longer sales cycle in international
markets than in the United States and Canada. During the evaluation period, a
variety of factors may lead customers to not purchase or scale down orders of
our products including:

> Reductions in demand for Enterprise Intelligence solutionsIntroduction of new products by competitors or pricing pressuresChanges in our customers' budgets and purchasing prioritiesDiversion of resources and management's attention to other information
> technology issues

In addition, we often must provide a significant
level of education to our prospective customers regarding the use and benefit of
our products, which may cause additional delays during the evaluation and
acceptance process.



OUR EXECUTIVE OFFICERS AND KEY PERSONNEL ARE CRITICAL TO OUR BUSINESS AND
THESE OFFICERS AND KEY PERSONNEL MAY NOT REMAIN WITH US IN THE FUTURE

Our future success depends upon the continued
service of our executive officers and other key employees as well as our ability
to hire a significant number of new employees. We are particularly dependent on
the continued services of employees in our professional services, sales groups
and executive staff. Competition for these individuals is intense, and we may
not be able to attract, assimilate or retain additional highly qualified
personnel in the future. We do not maintain "key-person" life insurance policies
covering any of our employees.

CONTINUED RESTRUCTURING OF OUR SALES FORCE MAY LIMIT PRODUCTIVITY

We historically have relied heavily on its direct sales force. For the
past several years, we have restructured or made other adjustments to our sales
force at least once a year. These changes have generally resulted in a lack of
focus and temporarily reduced productivity by our sales force that may have
affected revenues in a quarter. There can be no assurances that we will not
continue to restructure our sales force or that the related transition issues
associated with restructuring the sales force will not recur.

OUR ACQUISITIONS COULD BE DIFFICULT TO INTEGRATE, DISRUPT OUR BUSINESS AND
DILUTE STOCKHOLDER VALUE

We have and intend to continue to make
investments in or acquire complementary companies, products and technologies. We
have limited organizational experience in these matters and need to develop the
relevant skills if we are to be successful in any such endeavor. Development of
these skills could consume management's time and other resources. We could have
difficulty in assimilating the acquired company's operations. In addition, we
may be unsuccessful in retaining the key personnel of the acquired company.
Moreover, we currently do not know and cannot predict the accounting treatment
of any such acquisition, in part because we cannot be certain what accounting
regulations, conventions or interpretations may prevail in the future. If we
acquire complementary technologies or products, we could experience difficulties
assimilating the acquired technology or products into our operations. These
difficulties could disrupt our ongoing business, distract our management and
employees and increase our expenses. Furthermore, we may have to incur debt or
issue equity securities to pay for any future acquisitions, the issuance of
which could be dilutive to our existing stockholders, and adversely affect the
price of our common stock.

We have no significant history of operations on a
combined basis with QMS, which we acquired in December 1999 in a stock exchange
transaction. Accordingly, the historical financial statements and pro forma
financial information presented in the Form 10-K filed on March 16, 2000 and the
historical financial statements filed in this Form 10-Q may not be indicative of
the results that would have been obtained had the acquisition occurred prior to
the commencement of the periods covered herein. We may not be successful in
integrating the operations and personnel of QMS into our business, incorporating
the QMS products and any other acquired technologies into our product lines, and
deriving significant future sales from QMS products. We may also not be able to
establish and maintain uniform standards, controls procedures and policies, or
avoid the impairment of relationships with employees and customers as a result
of changes in management. To the extent that we are unable to do these things,
our business, financial condition and results of operations would be materially
affected.

WE CANNOT PREDICT THE IMPACT OF RECENT ACTIONS AND COMMENTS BY THE SEC AND
FASB

Recent actions and comments from the SEC have indicated they are
reviewing the current valuation methodology of in-process research and
development related to business combinations. The SEC is concerned that some
companies are writing off more of the value of an acquisition than is
appropriate. We believe we are in compliance with all of the rules and related
guidances they currently exist. However, there can be no assurance that the SEC
will not seek to reduce the amount of in-process research and development
previously expensed by us. This would result in the restatement of our
previously filed financial statements and could have a material adverse effect
on our results of operations and financial condition for periods subsequent to
the acquisitions. Additionally, the Financial Accounting Standards Board
("FASB") has announced that it plans to rescind the pooling of interests method
of acquisition accounting. If this occurs, it could alter our acquisition
strategy and potentially impair our ability to acquire companies.

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

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 would 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
> mannerThe Internet's ability to handle increased activityThe Internet's ability to operate as a fast, reliable and secure
> networkPotential 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 MAY NEED TO BRING INFRINGEMENT CLAIMS OR BE SUBJECTED TO INFRINGEMENT -
- TIMELINE, INC. HAS FILED AN INFRINGEMENT SUIT AGAINST US

Our intellectual property is important to our
business. We expect that we could be subject to intellectual property
infringement claims as the number of our competitors grows and the functionality
of our applications overlaps with competitive offerings. These claims, even if
not meritorious, could be expensive and divert our attention from operating our
company. If we become liable to third parties for infringing their intellectual
property rights, we would be required to pay a substantial damage award and to
develop noninfringing technology, obtain a license or cease selling the
applications that contain the infringing intellectual property. We may be unable
to develop noninfringing technology or obtain a license on commercially
reasonable terms, or at all. In addition, we may not be able to protect against
misappropriation of our intellectual property. Third parties may infringe upon
our intellectual property rights, we may not detect this unauthorized use and we
may be unable to enforce our rights.

If we become subject to litigation it could be
costly and time consuming to defend and distract us from focusing on our
business and operations.

Timeline, Inc. filed an infringement suit against
us. See Legal Proceedings.

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, which
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 is not
available, they may delay or decline to purchase our product suite.

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

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.



IF WE DO NOT KEEP PACE WITH TECHNOLOGICAL CHANGE OUR PRODUCT 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
an systems. Internet selling system technology is complex and new products
enhancements can require long development and testing periods. If our products
were to be incompatible with a 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.

OUR OFFICERS, DIRECTORS AND AFFILIATED ENTITIES WILL HAVE SIGNIFICANT
CONTROL OVER US AND MAY APPROVE OR REJECT MATTERS CONTRARY TO STOCK HOLDERS
VOTE

Our executive officers and directors, together
with their affiliates, beneficially own a significant percentage of our
outstanding common stock. These stockholders, if acting together, will be able
to significantly influence all matters requiring approval by our stockholders,
including the election of directors and the approval of mergers or similar
transactions even if other stockholders disagree.

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 UNDESIGNATED PREFERRED STOCK MAY INHIBIT POTENTIAL ACQUISITION BIDS
FOR US, CAUSE THE MARKET PRICE FOR SAGENT COMMON STOCK TO FALL AND DIMINISH THE
VOTING RIGHTS OF THE HOLDERS OF OUR COMMON STOCK

If our board of directors issues preferred stock
potential acquirers may not make acquisition bids for us, our stock price may
fall and the voting rights of existing stockholders may diminish as a result.
Sagent's board of directors has the authority to issue up to 15,556,000 shares
of preferred stock in one or more series. The board of directors can fix the
price, rights, preferences, privileges and restrictions of the preferred stock
without any further vote or action by our stockholders. Sagent has no current
plans to issue any shares of preferred stock.

WE HAVE BROAD DISCRETION HOW WE INVEST AND MAY NOT YIELD A FAVORABLE
RETURN

We intend to invest available funds for general
corporate purposes, including working capital, capital expenditures and
repayment of long-term indebtedness, and may use a portion to acquire other
businesses, products or technologies. Our management may invest in ways with
which the stockholders may not agree. Pending any such uses, we plan to continue
to invest in investment-grade, interest-bearing securities. We cannot predict
that such investments will yield a favorable return.

SHARES ELIGIBLE FOR FUTURE SALE COULD CAUSE OUR STOCK PRICE TO FALL

If our stockholders sell substantial amounts of
our common stock in the public market, the market price of our common stock
could fall. Such sales also might make it more difficult for Sagent to sell
equity or equity-related securities in the future at a time and price that we
deem appropriate. As of December 31, 1999 we had 27.9 million shares of common
stock outstanding.

WE DO NOT INTEND TO PAY DIVIDENDS AND YOU MAY NOT EXPERIENCE A RETURN ON
INVESTMENT WITHOUT SELLING SHARES

We have never declared or paid any cash
dividends on our capital stock. Therefore, stockholders will not experience a
return on their investment in our common stock without selling their shares
since we currently intend on retaining future earnings to fund our growth and do
not expect to pay dividends in the foreseeable future.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

The primary objective of our investment activities is to preserve
principal while at the same time maximizing the income we receive from our
investments without significantly increasing risk. Some of the securities that
we invest in may have market risk. This means that a change in prevailing
interest rates may cause the principal amount of the investment to fluctuate.
For example, if we hold a security that was issued with a fixed interest rate at
the then-prevailing rate and the prevailing interest rate later rises, the
principal amount of our investment will probably decline. To minimize this risk
in the future, we intend to maintain our portfolio of cash equivalents and
short-term investments in a variety of securities, including commercial paper,
money market funds and government and non-government debt securities. The
duration of all of our investments as of September 30, 2000 was less than one
year. Due to the short term nature of these investments, we believe that we have
no material exposure to interest rate risk arising from our investments.
Therefore, no quantitative tabular disclosure is required.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

On March 22, 1999 Timeline, Inc. filed a
complaint against Sagent in Federal District Court alleging that Sagent's DMS
product suite infringes one or more of the claims of a Timeline patent. Sagent
filed its original answer to the complaint on April 19, 1999 denying the
material allegations of Timeline's complaint asserting, among other things, that
the Timeline patent was invalid and unenforceable. Timeline filed an amended
complaint on February 18, 2000 wherein it contends that Sagent's DMS Product
Suite infringes one or more claims of three of Timeline's patents. Sagent filed
its answer to the new complaint on March 6, 2000, denying the material
allegations in Timeline's complaint and asserting that all three of the patents
asserted by Timeline are invalid and unenforceable. As a result, the trial date
in this matter has been reset for January 29, 2001. Sagent is presently
vigorously defending the suit and at this point we cannot reasonably determine
the outcome of the dispute.

From October 23, 2000 to October 28, 2000, several
class action lawsuits were filed in the United States District Court on behalf
of individual investors who purchased Sagent common stock between October 21,
1999 and April 18, 2000. The claims allege Sagent misrepresented its 1999 and
2000 prospects. Sagent has reviewed the allegations and has determined that they
are without merit. The Company will vigorously contest the claims and seek
prompt dismissal. At this point Sagent cannot reasonably determine the outcome
of the dispute.

From time to time, Sagent may be involved in
litigation relating to claims arising out of its ordinary course of business.
Sagent provides for costs relating to these matters when a loss is probable and
the amount is reasonably estimable. Sagent believes that, including the matters
described above, there are no claims or actions pending or threatened against
Sagent, the ultimate disposition of which would have a material impact on
Sagent's financial position or results of operations.

Item 6. Exhibits and Reports on Form 8-K

1. See Exhibit Index
2. Reports on Form 8-K

On October 13, 2000, the Company appointed KPMG, LLP to replace
PricewaterhouseCoopers LLP as its principal accountants. There were no
disagreements with the former accountants during the preceding two fiscal years
or during any subsequent interim period preceding their replacement on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedures. The reports of PricewaterhouseCoopers LLP on the
financial statements for the past two fiscal years contained no adverse opinion
or disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope, or accounting principles. During the two most recent fiscal years
through October 12, 2000, the Company did not consult with KPMG, LLP on any
accounting or financial reporting matters. The Audit Committee of the Board of
Directors participated in and approved the decision to change the independent
accountants.

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**SAGENT TECHNOLOGY, INC.
                               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.



| |                        
| | -----------------------
| | SAGENT TECHNOLOGY, INC.

| |             
| | ------------
| | (Registrant)



| |     |                
| | --- | ---------------
| | By: | /s/ David Eliff

| |                                                              
| | -------------------------------------------------------------
| |                                                              
| | DAVID ELIFF                                                  
| | Executive Vice President, Finance and Chief Financial Officer
| | (Principal Financial and Accounting Officer)                 

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**SAGENT TECHNOLOGY, INC.
                              EXHIBIT INDEX**





|**Exhibit Number** | **Exhibit Description**
|------------------ | -----------------------
|27.1               | Financial Data Schedule

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