| Those still involved, if any, may want to listen to the CC.  The tone is significantly different and there is now management, IMO. 
 Starbase Announces Results for Third Quarter FY2002
 
 SANTA ANA, Calif.--(BUSINESS WIRE)--Jan. 29, 2002--Starbase Corp. (Nasdaq:SBAS - news), the leading provider of end-to-end collaborative products for the development and management of code and content for enterprise and e-business applications, today reported financial results for the third fiscal quarter 2002 ended Dec. 31, 2001.
 
 Revenues for the three months ended Dec. 31, 2001 were $10,888,000, a 14% increase over revenues of $9.54 million for the comparable period ended Dec. 31, 2000, and a 3% increase over revenues of $10,528,000 for the second quarter of FY2002 ended Sept. 30, 2001. Pro forma net loss for the third quarter of FY2002 was $3,352,000 or $(0.05) per share, compared with a pro forma net loss of $984,000, or $(0.02) per share, for the same period in FY2001.
 
 As reported net loss, including amortization of intangibles, non-cash stock based compensation and non-cash interest expense, for the third quarter of FY2002 was $10.45 million or $(0.15) per share, compared with reported net loss of $2,904,000 or $(0.06) per share, for the same period in FY2001.
 
 For the nine months ended Dec. 31, 2001, revenues increased 34% to $33.47 million from $25,026,000 for the same period in FY2001. Pro forma net loss for the nine months ended Dec. 31, 2001, was $15.6 million or $(0.23) per share compared with a net loss of $3,509,000, or $(0.08) per share, for the same period in FY2001.
 
 As reported net loss, including amortization of intangibles, non-cash stock based compensation and non-cash interest expense, for the nine months ended Dec. 31, 2001, was $72,807,000 or $(1.06) per share, compared with reported net loss of $10,178,000 or $(0.22) per share, for the same period in FY2001.
 
 ``StarTeam Elite, introduced in the third quarter, enabled us to close three enterprise orders in excess of $1 million each in the quarter,'' stated Jim Harrer, president and COO of Starbase.
 
 ``StarTeam Elite combines increased control over the development process with the power of requirements management, via our CaliberRM solution. These orders are the best validation we can offer to investors who question if we can compete in this highly competitive market.''
 
 ``We will continue to focus on operational efficiency at every single level of the company,'' added Harrer.
 
 ``We are also focused on improving our top line growth, across all of our product lines. By cross selling to our 3,700 customers who have approximately 70,000 seats of StarTeam, CaliberRM, eXpressroom and approximately 40,000 seats of CodeWright, the Starbase brand will continue to become the standard within the development and product management community worldwide.
 
 ``Our customers consist of some of the best-known companies in the world -- we believe if we take care of our customers and focus on our operational costs, we can improve our overall financial performance.''
 
 Continued Harrer: ``We are committed to building shareholder value, we plan to achieve this goal by focusing our attention on the company's fundamentals for the long term. We win each sale one at a time, we perform professional services one day at a time and we are rebuilding the company one step at a time. We are focused on the long-term health of the company, not a short-term temporary fix.''
 
 ``Starbase's focus on the enterprise market, the strength of our existing customer base, product development and our increasing professional services delivery will play a large part in our execution strategy in the current quarter,'' added Harrer. ``As the incoming president, I am heartened at the strengths we have to build on -- the people, the products and the vision.''
 
 Third Quarter Highlights
 
 -- Three million-dollar transactions in the quarter. -- Teradata adopts The Starbase Collaboration Suite to standardize
 
 CRM development processes. -- Industry executives Jim Harrer and Stan Hirschman join the
 
 Starbase board of directors. -- Starbase's eXpressroom earns Best of the Best recognition in Best
 
 Online Content Solution category from industry organization, SIIA. -- Officially launched StarTeam Elite, the first change and
 
 configuration management solution to deliver customizable
 
 requirement driven development processes for all platforms. -- Starbase closes on $3 million Private Placement. -- Levi, Ray & Shoup Inc. launches knowledge portal built in
 
 Starbase's StarTeam with exclusive customization capability for
 
 interactive knowledge portal. -- Starbase named Orange County's fastest growing company by the
 
 Orange County Business Journal -- 1,481% growth over three years
 
 results in number one position. -- Starbase announced joint distribution agreement with QA-Systems
 
 International BV -- expanding the distribution channel for The
 
 Collaboration Suite to the international e-business markets in
 
 Germany, Austria and the Benelux countries. -- Deloitte & Touche ``Fast 500'' Program names Starbase as one of the
 
 Fastest Growing Technology Companies in the nation; 1,669%
 
 five-year revenue growth earns Starbase ranking. -- Two hundred and forty-three new customers including Cingular
 
 Wireless, Home Data Source, Intergraph Mapping & GIS Solutions,
 
 Marsh Inc., MetLife, Novation, Ontario Power Generation,
 
 PricewaterhouseCoopers, L.L.P., Sterling Commerce, Tap
 
 Pharmaceuticals, United Airlines, Western University. -- Forty percent of revenues derived from existing customers. Repeat
 
 customers include AT&T, Accenture, Aether Systems Inc., Bank of
 
 America, BEA Systems, Digeo Inc., Fidelity Investments,
 
 HDS/Hitachi Data Systems, Hewlett-Packard Co., Lenscrafters, NCR
 
 Corp., NISC, SIAC, Taliant Software LLP, Wyeth-Ayerst
 
 Pharmaceuticals.
 
 A conference call will be held today after the close of the market, to discuss the financial results and to provide financial guidance for the next quarter. Details for the conference call are listed below.
 
 The call will be webcast by CCBN. Interested parties may listen to the conference call's live broadcast over the Internet on Starbase's Web site at www.starbase.com.
 
 Date:            Tuesday, Jan. 29, 2002
 Time:            2 p.m. PT (5 p.m. ET)
 Duration:        One hour
 Live Call:       719/457-2657
 Confirmation #:  527747
 
 For those unable to participate in the live call, or for those who have no access to the Internet, the call will be available on telephone replay approximately two hours after the call ends and will remain available for seven days. The replay number is a toll call. The telephone replay number is 719/457-0820 -- confirmation number is 527747.
 
 About Starbase
 
 Starbase is the leading provider of end-to-end collaborative products for both the development and management of integrated content and code for enterprise and e-business applications. Collaboration is the simultaneous coordination, management and communication of geographically dispersed contributors of both code and content for e-business applications.
 
 With more than 3,700 Starbase customers worldwide the company's technology supports the continuous cycle of creating, linking and managing digital assets, which comprise complex e-business applications.
 
 Starbase products enable users with differing technical and functional backgrounds to collaborate on the production and management of Web sites and e-business initiatives from multiple locations.
 
 Companies and organizations, including leading corporations such as Chase Bank, Dell Computer, Lucent Technologies, Motorola, Pepsico and Seagate Technology have selected Starbase products to manage their e-business development projects.
 
 Deloitte & Touche named Starbase to the prestigious ``2001 Orange County/San Diego Technology Fast 50'' program, a ranking of the 50 fastest-growing technology companies in the area. Starbase has headquarters at 4 Hutton Centre Drive, Suite 900, Santa Ana, Calif. 92707. Tel: 714/445-4400. Fax: 714/445-4404. Visit Starbase's Web site at www.starbase.com.
 
 Forward-Looking Statements
 
 When used in the preceding discussion, the words ``believes,'' ``expects,'' or ``intend to'' and similar conditional expressions are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties and actual results could differ materially from those expressed in any of the forward-looking statements. Such risks and uncertainties include, but are not limited to, (i) conditions in the general economy or the software industry, (ii) the timely development and market acceptance of products and technologies, (iii) competitive factors, (iv) demand for team productivity software products, (v) sell-through of products in the sales channel, and (vi) other risks described in Starbase Corp.'s SEC reports and filings.
 
 STARBASE CORP.
 Consolidated Balance Sheets
 (in thousands, except share data)
 
 Dec. 31,          March 31,
 2001              2001
 Assets
 Current assets:
 Cash and cash equivalents           $       2,955        $     14,075
 Restricted cash                                62                 257
 Marketable securities                           7                   3
 Accounts receivable, net of allowances
 of $2,180 at Dec. 31, 2001 and $2,166
 at March 31, 2001                          9,530              16,148
 Notes and other receivables, net of
 allowance of $760 at March 31, 2001          162                 200
 Prepaid expenses and other assets             999               1,183
 
 Total current assets                      13,715              31,866
 
 Property and equipment, net                  6,748               7,953
 Intangible assets, net                      53,641             107,628
 Note receivable from officer                   108                 104
 Other non-current assets                       906               1,487
 
 Total assets                         $      75,118        $    149,038
 
 Liabilities and Stockholders' Equity
 Current liabilities:
 Line of credit                      $           -        $          -
 Accounts payable                            5,492              11,104
 Accrued compensation                        3,101               3,381
 Other accrued liabilities                   4,467               6,706
 Deferred revenue                            7,806               8,950
 Current portion of long-term
 obligations                                  295                 344
 
 Total current liabilities                 21,161              30,485
 
 Long-term liabilities:
 Long-term obligations, less current
 portion                                       62                 238
 Convertible debenture                       2,400                   -
 Long-term deferred revenue                      -                 121
 
 Total long-term liabilities                2,462                 359
 
 Total liabilities                         23,623              30,844
 
 Commitments and contingencies
 
 Stockholders' equity:
 Preferred stock, $0.01 par value;
 10 million shares authorized, none
 issued and outstanding at Dec. 31, 2001
 and March 31, 2001.                            -                   -
 Common stock, $0.01 par value;
 150 million shares authorized,
 75,160,281 and 69,386,443 issued and
 outstanding at Dec. 31, 2001 and
 March 31, 2001.                              752                 694
 Notes receivable                              (36)               (219)
 Deferred non-cash compensation               (463)               (662)
 Additional paid-in capital                199,023             193,321
 Accumulated deficit                      (147,665)            (74,857)
 Accumulated other comprehensive loss         (116)                (83)
 
 Net stockholders' equity                  51,495             118,194
 
 Total liabilities and stockholders'
 equity                              $      75,118        $    149,038
 
 STARBASE CORP.
 Consolidated Statements of Operations
 (in thousands, except per share amounts)
 
 Three months ended        Nine months ended
 Dec. 31,                  Dec. 31,
 2001          2000       2001          2000
 (Unaudited)               (Unaudited)
 Revenues:
 License              $   6,477     $   7,124 $   19,983    $   18,650
 Service                  4,411         2,416     13,487         6,376
 
 Total revenues         10,888         9,540     33,470        25,026
 
 Cost of Revenues:
 License                  1,657           279      3,744           579
 Service                  1,324         1,067      4,841         3,037
 Amortization of
 intangibles             1,290           503      7,553         1,412
 
 Total cost of revenues  4,271         1,849     16,138         5,028
 
 Gross margin              6,617         7,691     17,332        19,998
 
 Operating Expenses:
 Research and development 3,451         2,400     11,767         6,419
 Sales and marketing      5,948         5,440     22,294        13,983
 General and
 administrative          1,829         1,689      6,412         5,210
 Net non-cash stock based
 compensation              841           101      1,179         1,385
 Amortization of
 intangibles             3,320         1,316     46,828         3,872
 
 Total operating
 expenses              15,389        10,946     88,480        30,869
 
 Operating loss          (8,772)       (3,255)   (71,148)      (10,871)
 
 Interest and other
 income (expense)       (1,670)          372     (1,564)          715
 
 Loss before income
 taxes                  (10,442)       (2,883)   (72,712)      (10,156)
 
 Provision for income
 taxes                       8            21         95            22
 
 Net loss             $ (10,450)     $ (2,904) $ (72,807)    $ (10,178)
 
 Per share data:
 Basic and diluted
 net loss per common
 share              $   (0.15)     $  (0.06) $   (1.06)    $   (0.22)
 
 Basic and diluted
 weighted average
 common shares
 outstanding           69,534        48,913     68,663        46,500
 
 Reconciliation of as
 reported net loss to
 pro forma net loss:
 
 As reported net loss  $ (10,450)     $ (2,904) $ (72,807)    $ (10,178)
 
 Add back:
 Amortization of
 intangibles              4,610         1,819     54,381         5,284
 Net Non-cash stock based
 compensation               841           101      1,179         1,385
 Non-cash interest
 expense                  1,647             -      1,647             -
 
 Pro forma net loss    $  (3,352)     $   (984) $ (15,600)    $  (3,509)
 
 Pro forma per share
 data:
 Pro forma basic and
 diluted net loss per
 common share        $   (0.05)     $  (0.02) $   (0.23)    $   (0.08)
 
 Pro forma basic and
 diluted weighted
 average common
 shares outstanding     69,534        48,913     68,663        46,500
 
 Note to Editors: Starbase and its product names are trademarks of Starbase Corp. All other product and company names herein are trademarks of their respective owners.
 
 --------------------------------------------------------------------------------
 Contact:
 Starbase Corp., Santa Ana
 Doug Norman, 714/445-4440
 Doug.Norman@starbase.com
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