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To: jeffbas who wrote (13643)	1/8/2002 2:11:02 PM
From: blankmind	Respond to of 78958

Jeffrey - I've profitably traded in & out of SOFN (Softnet)over the past year for exactly the reasons you mentioned - it's real hard to value them as a going concern - but as a company that's going to announce by 3/31/02 how they'll liquidate - i think it's about as sure a bet as one can find - remember it's still under $2/share - now on to your issues: "how much would you pay for a business currently doing less than $4M sales and losing 4 times that amount" - they're not - you're looking at write downs - they're losing about $800k/qtr "The NOL's . . " - you may be right here - i know they can be used - but exactly how - i don't know - I'd hate to think the rule are as ridiculous as you mention - let's hope not - maybe someone who knows for sure can comment "By the time a deal gets done . . . " nope - they're down to a skeletal crew - so no big expenses down the line - we'll see - but i think at under $2; with a minimum buyout of $5 IMHO; it's worth holding for another 82 days

To: jeffbas who wrote (13643)	1/8/2002 2:14:36 PM
From: blankmind	Respond to of 78958

for SOFN - softnet - - the 10K - just filed - says: "The total number of employees of the Company has decreased from 552 as of September 30, 2000, to 44 as of September 30, 2001."

To: jeffbas who wrote (13643)	1/11/2002 9:33:08 AM
From: Bob Rudd	Read Replies (1) \| Respond to of 78958

Jeff Bash, Welcome back. On the general issue of tax loss carryforwards, you wrote <<The NOL's have small practical CURRENT (discounted) value, since the rules as to the speed with which they can be taken mean that they have to be taken evenly over 20+ years. Furthermore, I recall (but am not sure) that the amount that an acquirer can take is limited to no more than the purchase price for the company>> Would it be correct that the PV is low for firm that now has them since it can't effectively use them until it becomes profitable...and that may take awhile, so the value of the NOL is discounted possibly at a high cost of capital? Would it also be correct that a profitable acquiror could use the loss to immediatly offset profits with the limitation that the loss didn't exceed the purchase price? Or is there some per year limit that necessarily turns the NOL tax benefits into a series of future flows no matter how profitable the acquiror? Thanks in advance, Bob