<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
-----------------
OR
[___] TRANSITION REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
--------------- -----------------
Commission file number 1-15213
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
BRAUN CONSULTING, INC. RETIREMENT SAVINGS PLAN
30 West Monroe, Suite 300
Chicago, Illinois 60603
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
Braun Consulting, Inc
30 West Monroe, Suite 300
Chicago, Illinois 60603
<PAGE>
REQUIRED INFORMATION
Item 4. The Plan is subject to the Employee Retirement Income Security Act of
1974 ("ERISA") and the Plan's financial statements and schedules have
been prepared in accordance with the financial reporting requirements
of ERISA. Such financial statements and schedules are included in this
Report in lieu of the information required by Items 1-3 of Form 11-K.
FINANCIAL STATEMENTS AND EXHIBIT
(a) Financial Statements:
Independent Auditors' Report
Financial Statements:
Statements of Net Assets Available for Benefits as of December 31,
1999 and 1998
Statement of Changes in Net Assets Available for Benefits for the Year
Ended December 31, 1999
Notes to Financial Statements
Supplemental Schedule:
Form 5500, Schedule H, Part IV, Line 4i, Schedule of Assets Held for
Investment as of December 31, 1999.
(Supplemental schedules have been omitted due to the absence of
conditions under which they are required.)
(b) Exhibit
23 - Consent of Deloitte & Touche LLP
2
<PAGE>
INDEPENDENT AUDITORS' REPORT
Braun Consulting, Inc.
Braun Consulting, Inc. Retirement
Savings Plan (formerly known as
Braun Consulting, Inc. 401(k) Profit Sharing Plan)
Chicago, Illinois
We have audited the accompanying statements of net assets available for benefits
of Braun Consulting, Inc. Retirement Savings Plan (formerly known as Braun
Consulting, Inc. 401(k) Profit Sharing Plan) (the "Plan") as of December 31,
1999 and 1998, and the related statement of changes in net assets available for
benefits for the year ended December 31, 1999. These financial statements are
the responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31,
1999 and 1998, and the changes in net assets available for benefits for the year
ended December 31, 1999 in conformity with accounting principles generally
accepted in the United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental schedule
listed in the table of contents is presented for the purpose of additional
analysis and is not a required part of the basic financial statements, but is
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The schedule is the responsibility of the Plan's
management. Such schedule has been subjected to the auditing procedures applied
in our audits of the basic financial statements and, in our opinion, is fairly
stated in all material respects when considered in relation to the basic
financial statements taken as a whole.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
Chicago, Illinois
June 9, 2000
3
<PAGE>
BRAUN CONSULTING, INC. RETIREMENT SAVINGS PLAN
(FORMERLY KNOWN AS BRAUN CONSULTING, INC.
401(k) PROFIT SHARING PLAN)
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1999 AND 1998
--------------------------------------------------------------------------------
1999 1998
ASSETS:
Investments - at fair value $4,957,948 $2,247,134
Receivables:
Employer contributions 12,206 9,928
Employee contributions 90,316 71,697
---------- ----------
Total receivables 102,522 81,625
---------- ----------
Total assets 5,060,470 2,328,759
LIABILITIES:
Accrued expenses 17,659 1,595
---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $5,042,811 $2,327,164
========== ==========
See notes to financial statements
4
<PAGE>
BRAUN CONSULTING, INC. RETIREMENT SAVINGS PLAN
(FORMERLY KNOWN AS BRAUN CONSULTING, INC.
401(k) PROFIT SHARING PLAN)
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 1999
--------------------------------------------------------------------------------
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Net appreciation in fair value of investments $1,500,125
Interest income 2,576
Employer contributions 396,774
Employee contributions 1,222,671
----------
Total additions 3,122,146
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Payments to participants 390,435
Administrative expenses 16,064
----------
Total deductions 406,499
----------
NET INCREASE 2,715,647
NET ASSETS AVAILABLE FOR BENEFITS - Beginning of year 2,327,164
----------
NET ASSETS AVAILABLE FOR BENEFITS - End of year $5,042,811
==========
See notes to financial statements.
5
<PAGE>
Braun Consulting, Inc. Retirement Savings Plan
(FORMERLY KNOWN AS BRAUN CONSULTING, INC.
401(K) PROFIT SHARING PLAN)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999 AND 1998
--------------------------------------------------------------------------------
1. DESCRIPTION OF THE PLAN
The following description of the Braun Consulting, Inc. Retirement Savings
Plan (formerly known as Braun Consulting, Inc. 401(k) Profit Sharing Plan)
(the "Plan") provides only general information. Participants should refer
to the Plan agreement for a more complete description of the Plan's
provisions.
General - The Plan is a defined contribution plan covering all eligible
employees of Braun Consulting, Inc. (the "Company"), who have one month of
service and are age 21 or older. The Plan is subject to the provisions of
the Employee Retirement Income Security Act of 1974 ("ERISA").
Administration - The Company appointed a custodian, Charles Schwab & Co.,
to maintain a separate fund for the Plan, invest contributions, disburse
funds to participants and maintain individual members' accounts to which
fund assets are allocated. The Company also appointed a plan recordkeeper,
Small Parker and Blossom, Inc., to provide recordkeeping services for the
Plan. Plan administrative expenses are paid by the Plan.
Contributions - Participants may contribute up to 15% of their total
compensation to the Plan on a pretax basis, subject to certain limitations.
The Company matches 25% of the first 5% of compensation that a participant
contributes to the Plan. The Company may also make discretionary
profit-sharing contributions. There were no discretionary profit-sharing
contributions for the year ended December 31, 1999.
Participants' Accounts - Each participant's account is credited with the
participant's contribution and allocations of (a) the Company's
contribution and (b) Plan earnings, and charged with an allocation of
administrative expenses. Allocations are based on participant earnings or
account balances, as defined. The benefit to which a participant is
entitled is the benefit that can be provided from the participant's vested
amount.
Vesting - Participants are immediately vested in their contributions plus
actual earnings thereon. Vesting in the Company's matching and
discretionary contribution portion of their accounts plus actual earnings
thereon is based on years of continuous service. Participants' account
balances are vested at a rate of 20% for each full year of continuous
service after the first anniversary date and
6
<PAGE>
become 100 percent vested after six years of service. Participants
terminating prior to being 100% vested forfeit the amount of nonvested
benefits. Forfeited amounts are allocated to participants.
Investment Options - Participants direct the investment of their account
balance into various investment options offered by the Plan. The Plan
currently offers ten mutual funds and one self-directed account as
investment options for participants. Under the self-directed account
program, participants may invest in a variety of stocks, bonds and mutual
funds, including publicly traded Company stock.
Loan to Participants - Participants may obtain loans from their employee
contribution account, which includes before-tax and after-tax
contributions, rollovers, and any related earnings thereon. Participants
can borrow up to 50% of the value of their employee contribution account
not to exceed $50,000, less the highest outstanding loan balance from the
previous twelve months. The minimum loan amount is $1,000. The term of the
loan can range to a maximum of five years unless the loan is for the
purchase of a principal residence, in which case the term can range to a
maximum of fifteen years. The loans are secured by the participant's
account balance. Interest rates are determined by the Plan's Advisory
Committee based on the interest rate commercially reasonable for the
geographical region in which the participant lives.
Benefit Payments - On termination of service, a participant may elect to
receive either a lump-sum amount equal to the value of the participant's
vested interest in his or her account, or periodic installments.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting - The financial statements of the Plan have been
prepared using the accrual method of accounting.
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 periods. Actual results could differ from
those estimates.
Investment Valuation and Income Recognition - Investments in securities and
registered investment entities are stated at fair value based on quoted
market prices. Loans to participants are valued at amortized cost, which
approximates fair value.
Purchases and sales of securities are recorded on a trade-date basis.
Interest income is recorded on the accrual basis. Dividends are recorded on
the ex-dividend date.
7
<PAGE>
3. INVESTMENTS EXCEEDING 5% OF NET ASSETS
The following investments represent 5% or more of the assets of the Plan at
December 31, 1999 and 1998:
Description of Investment 1999 1998
Baron Asset Fund $ 661,703 $485,407
Dreyfus Appreciation Fund 596,055 350,017
Ivy International Fund 413,617 254,929
PBHG Technology & Communication Fund 1,634,907 403,597
Schwab S&P 500* 716,836 276,086
Third Avenue Value Fund 346,513 247,982
*Sponsored by a party-in-interest.
4. NET APPRECIATION IN FAIR VALUE OF INVESTMENTS
During 1999, the Plan's investments (including investments bought, sold, as
well as held during the year) appreciated in value by $1,500,125.
5. RELATED PARTY TRANSACTIONS
Certain Plan investments are shares of mutual funds managed by Charles
Schwab & Co. Charles Schwab & Co. serves as the Plan's custodian as defined
by the Plan and, therefore, these transactions qualify as party-in-
interest. Fees paid by the Plan to Charles Schwab & Co. for investment
management services are included in administrative expenses on the
statement of changes in net assets available for benefits for the year
ended December 31, 1999.
6. TERMINATION OF THE PLAN
Although it has not expressed any intent to do so, the Company reserves the
right to terminate the Plan at any time for any reason, subject to the
provisions of ERISA. Upon termination of the Plan, all participants will
become fully vested in their accounts and entitled to a distribution.
7. TAX STATUS
The Internal Revenue Service has determined and informed the Company by a
determination letter dated April 7, 1993, indicating that the Plan as then
designed was in accordance with applicable sections of the Internal Revenue
Code. The Plan has been amended since the date of the determination letter.
The Plan's management believes that the Plan is currently designed and
being operated in compliance with applicable rules and regulations.
Therefore, no provision for federal income taxes is required in the
accompanying Plan's financial statements.
8
<PAGE>
8. SUBSEQUENT EVENT
Effective May 1, 2000, the Plan was amended and restated to incorporate the
Company's two other 401(k) profit-sharing plans into the Plan. The Plan
name changed to Braun Consulting, Inc. Retirement Savings Plan from Braun
Consulting, Inc. 401(k) Profit Sharing Plan. In addition, the Plan trustee
selected Minnesota Life as the new recordkeeper and custodian for the Plan.
Subsequent to December 31, 1999, the Plan applied for a determination
letter from the Internal Revenue Service for the amended plan.
******
9
<PAGE>
BRAUN CONSULTING, INC. RETIREMENT SAVINGS PLAN
(FORMERLY KNOWN AS BRAUN CONSULTING, INC.
401(k) PROFIT SHARING PLAN)
FORM 5500, SCHEDULE H, PART IV, LINE 4i - SCHEDULE OF ASSETS HELD FOR
INVESTMENT AS OF DECEMBER 31, 1999
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
(c) (d)
(b) Description of Fair
Identity of Issue Investment Value
<S> <C> <C>
MUTUAL FUNDS:
Ivy International Fund Registered Investment Entity $ 413,617
Baron Asset Fund Registered Investment Entity 661,703
PBHG Technology & Communication Fund Registered Investment Entity 1,634,907
Dreyfus Appreciation Fund Registered Investment Entity 596,055
Third Avenue Value Fund Registered Investment Entity 346,513
Invesco Balanced Fund Registered Investment Entity 119,685
Strong Corporate Bond Fund Registered Investment Entity 107,905
Schwab S&P 500* Registered Investment Entity 716,836
Schwab Money Market Fund* Registered Investment Entity 1,198
Schwab Advantage Money Fund* Money Market 78,806
SELF-DIRECTED FUND:
Puma Technology, Inc. Common stock 62,700
Concur Technology Inc Common stock 37,700
Tellabs, Inc. Common stock 33,763
Dell Computer Corporation Common stock 10,200
Meciaplex, Inc. Common stock 6,275
E-Trade Group, Inc. Common stock 5,225
IIS Intelligent Information System Common stock 5,009
Webstakes.com, Inc. Common stock 3,950
Retek, Inc. Common stock 3,762
Digital Insight Corporation Common stock 3,638
iManage Inc. Common stock 3,212
Wireless Facilities, Inc. Common stock 2,181
Rainmaker Systems Inc. Common stock 2,025
Money Market Fund Money Market 27,237
----------
Total 4,884,102
LOAN FUND:
Participant loans Participant Loans, 6.0%-8.5%,
maturing in 2000 to 2004 73,846
----------
TOTAL INVESTMENTS $4,957,948
==========
*Sponsored by a party-in-interest.
Cost information is not required for participant-directed investments.
</TABLE>
10
<PAGE>
SIGNATURES
THE PLAN. Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the employee benefit plan)
have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
BRAUN CONSULTING, INC. RETIREMENT SAVINGS PLAN
By: /s/ Steven J. Braun
Steven J. Braun, Trustee
Date: June 28, 2000 /s/ John C. Burke
John C. Burke, Trustee
/s/ Gregory A. Ostendorf
Gregory A. Ostendorf, Trustee
11
