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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

ý		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2004
or
o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-15213

Braun Consulting, Inc.
(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)		36-3702425 (I.R.S. Employer Identification No.)
20 West Kinzie, Suite 1500 Chicago, Illinois (Address of principal executive offices)		60610 (Zip Code)
(312) 984-7000 (Registrant's telephone number, including area code)
Not Applicable (Former name, former address, and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes o No ý

The number of shares outstanding of the registrant's common stock as of July 31, 2004 was 17,169,487 shares.

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

BRAUN CONSULTING, INC.
STATEMENTS OF OPERATIONS
(In thousands, except share and per share data)
(Unaudited)

		Three Months Ended June 30,						Six Months Ended June 30,
		2004			2003			2004			2003
Revenue:
	Revenue before expense reimbursements	$	6,958		$	7,346		$	16,187		$	14,832
	Expense reimbursements		634			884			1,361			1,678

	Total revenue		7,592			8,230			17,548			16,510
Costs and expenses:
	Project personnel and expenses		5,085			6,287			10,987			13,168
	Reimbursable expenses		634			884			1,361			1,678
	Selling and marketing expenses		868			921			1,583			1,810
	General and administrative expenses		2,782			3,393			7,864			7,437
	Stock compensation		160			—			160			1

	Total costs and expenses		9,529			11,485			21,955			24,094

Operating loss			(1,937	)		(3,255	)		(4,407	)		(7,584	)
Interest income			33			74			68			169

Loss before provision for income taxes			(1,904	)		(3,181	)		(4,339	)		(7,415	)
Provision for income taxes			4			5			27			143

	Net loss	$	(1,908	)	$	(3,186	)	$	(4,366	)	$	(7,558	)

Loss per share:
	Basic	$	(0.11	)	$	(0.19	)	$	(0.25	)	$	(0.44	)
	Diluted	$	(0.11	)	$	(0.19	)	$	(0.25	)	$	(0.44	)
Weighted average shares:
	Basic		17,163,487			17,082,522			17,145,587			17,303,937
	Diluted		17,163,487			17,082,522			17,145,587			17,303,937

See notes to unaudited financial statements.

BRAUN CONSULTING, INC.
BALANCE SHEETS
(In thousands, except share and per share data)
(Unaudited)

			June 30, 2004			December 31, 2003
ASSETS
Current assets:
	Cash and cash equivalents		$	2,261		$	4,588
	Restricted cash			3,500			3,500
	Marketable securities			6,875			7,575
	Accounts receivable (net of allowances: $280 in 2004; $280 in 2003)			8,608			8,253
	Prepaid expenses and other current assets			1,023			1,119

		Total current assets		22,267			25,035
Equipment, furniture and software—net				5,204			5,835
Deferred tax asset (net of allowance: $22,428 in 2004; $21,000 in 2003)				—			—

		Total assets	$	27,471		$	30,870

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
	Accounts payable		$	1,036		$	959
	Accrued compensation			949			760
	Accrued restructuring expenses			1,114			642
	Unearned revenue			375			1,362
	Other accrued liabilities			348			307

		Total current liabilities		3,822			4,030

Deferred rent				1,080			1,080
Accrued restructuring expenses, net of current portion				2,181			1,251

		Total liabilities		7,083			6,361

Stockholders' equity:
Preferred stock, $0.001 par value at June 30, 2004 and December 31, 2003; authorized 10,000,000 shares at June 30, 2004 and December 31, 2003; no shares issued at June 30, 2004 and December 31, 2003				—			—
Common stock, $0.001 par value at June 30, 2004 and December 31, 2003; authorized 50,000,000 shares at June 30, 2004 and December 31, 2003; issued and outstanding 17,169,487 shares at June 30, 2004 and 17,122,453 shares at December 31, 2003				17			17
Additional paid-in capital				103,137			102,892
Accumulated deficit				(82,766	)		(78,400	)

		Total stockholders' equity		20,388			24,509

		Total liabilities and stockholders' equity	$	27,471		$	30,870

See notes to unaudited financial statements.

BRAUN CONSULTING, INC.
STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)

					Six Months Ended June 30,
					2004			2003
Cash flows from operating activities:
	Net loss				$	(4,366	)	$	(7,558	)
	Adjustments to reconcile net loss to net cash flows from operating activities:
		Compensation expense related to stock options				160			1
		Deferred income taxes				—			72
		Provision for losses on accounts receivable				69			100
		Depreciation and amortization				791			1,155
		Non-cash restructuring costs				—			452
		Changes in assets and liabilities:
			Accounts receivable			(424	)		323
			Prepaid expenses and other current assets			96			75
			Accounts payable			77			(486	)
			Accrued liabilities			230			50
			Deferred rent			—			30
			Accrued restructuring			1,402			(2,078	)
			Unearned revenue			(987	)		(1,163	)

				Net cash flows used in operating activities		(2,952	)		(9,027	)
Cash flows from investing activities:
	Purchases of marketable securities					—			(1,625	)
	Sales of marketable securities					700			15,650
	Purchases of equipment, furniture and software					(160	)		(59	)

				Net cash flows provided by investing activities		540			13,966
Cash flows from financing activities:
Exercise of stock options						30			7
Employee stock purchase plan						55			27
Treasury stock purchase and retirement						—			(1,346	)

				Net cash flows provided by (used in) financing activities		85			(1,312	)

Net increase (decrease) in cash and cash equivalents						(2,327	)		3,627
Cash and cash equivalents at beginning of period						4,588			1,803

Cash and cash equivalents at end of period					$	2,261		$	5,430

Supplemental disclosure of cash flow information:
	Income taxes paid				$	27		$	71

See notes to unaudited financial statements.

BRAUN CONSULTING, INC.

NOTES TO FINANCIAL STATEMENTS

(In thousands, except share and per share data)

(Unaudited)

1. Basis of Presentation

The accompanying unaudited financial statements have been prepared from the records of Braun Consulting, Inc. (the "Company"), and, in the opinion of management, include all adjustments (consisting only of normal and recurring adjustments) necessary to present fairly the Company's financial position, results of operations and cash flows as of the dates and for the periods presented. The balance sheet as of December 31, 2003, presented herein, has been derived from the audited financial statements for the year then ended.

Accounting policies followed by the Company are described in Note 2 to the audited financial statements for the year ended December 31, 2003, included in the Company's Annual Report on Form 10-K for the year ended December 31, 2003. In this Form 10-Q, "Braun Consulting," the "Company," "we," "us" and "our" refer to Braun Consulting, Inc. and its subsidiaries and predecessors. Certain other information and footnote disclosures normally included in annual financial statements, prepared in accordance with generally accepted accounting principles, have been condensed or omitted for purposes of the interim financial statements. The interim financial statements should be read in conjunction with the audited financial statements, including the notes thereto, for the year ended December 31, 2003.

The results of operations for the periods presented herein are not necessarily indicative of the results to be expected for the full year.

Revenue Recognition: The Company enters into various consulting arrangements that are billed either on a time-and-materials basis or on a fixed-price basis. The majority of these contracts are generally less than 120 days in duration and either require an up-front payment or are billed in bi-weekly installments ratably over the term of the contract. Termination of the contract by the customer would require the customer to pay the Company for hours incurred to date. Costs under the Company's contracts are expensed as incurred.

The Company derives substantially all of its revenue from fees for consulting services. In all cases, revenue is recognized when earned and realizable. Revenue on time-and-materials contracts is recognized as the services are provided. The Company recognizes revenue on fixed-price projects based upon the ratio of hours worked to total estimated hours to complete the project. The cumulative impact of any revision in estimates of the percentage-of-completion is reflected in the period in which the revision becomes known. Losses on contracts, if any, are provided for in full in the period when first determined. The Company recognizes unearned revenue when client billing exceeds the amount of revenue recognized. In certain instances, client arrangements require that a project milestone must be reached and written acceptance received from the client prior to billing. In these cases, revenue is recognized when milestones are reached and written acceptance from the client is received. In cases where collectibility is not assured from the client, revenue recognition is deferred until cash collection occurs or is reasonably assured. We typically use cash-based revenue recognition for clients with one of the following characteristics: deteriorating or poor financial condition or limited financial resources.

Revenue from sales of software is recognized on a gross basis upon delivery of the product and client acceptance, when all significant contractual obligations are satisfied and the collection of the resulting receivables is reasonably assured.

Revenue before expense reimbursements includes revenue from consulting services and product sales. Those amounts have been combined in the presentation as product sales amounts were substantially less than 10% of revenue in each period presented.

The Company provides an allowance for doubtful accounts against the portion of accounts receivable that are estimated to be uncollectible. Such allowance is reviewed quarterly based upon the recovery experiences of the Company, management's estimate of future collection and a review of all accounts receivable. The balances owed by several clients could materially impact the financial statements if such balances are not collected. In prior years, the Company's collection experience has varied substantially from quarter to quarter and accordingly, has resulted in quarterly fluctuations of write-offs and bad debt expense.

2. Equipment, Furniture and Software

Equipment, furniture, and software are stated at cost, less accumulated depreciation and amortization of $12,272 at June 30, 2004, and $11,481 at December 31, 2003.

3. Loss Per Share

Basic loss per share is computed based on the weighted average number of common shares outstanding during the period. Diluted loss per share is computed based on the weighted average number of common shares outstanding plus the dilutive effect of stock options outstanding during the period. The Company is in a net loss position for the three and six months ended June 30, 2004 and 2003, respectively. Therefore, the common stock equivalents are not considered in loss per share-diluted, since their effect is anti-dilutive.

Potentially dilutive securities of 944,208 and 254,691, respectively, were excluded from the diluted loss per share calculations for the three months ended June 30, 2004 and 2003. Potentially dilutive securities of 853,513 and 156,735, respectively, were excluded from the diluted loss per share calculations for the six months ended June 30, 2004 and 2003.

4. Commitments and Contingencies

Braun Consulting and Steven Braun, Thomas Duvall, and John Burke, as officers of Braun Consulting, are defendants in a lawsuit, Luciano Mor v. Braun Consulting, Inc.; Steven Braun; Thomas Duvall; John Burke; Adams, Harkness & Hill, Inc.; Credit Suisse First Boston Corp.; FleetBoston Robertson Stephenson, Inc.; J.P. Morgan Chase & Co.; Lehman Brothers Holdings, Inc.; Prudential Securities Incorporated; and Salomon Smith Barney Holdings, Inc., Case No. 01 CV 10629, filed on November 26, 2001, in the United States District Court for the Southern District of New York ("the Case"). Messrs. Duvall and Burke are former officers of Braun Consulting. The class action complaint in the Case alleges violations of federal securities laws in connection with the Company's initial public offering occurring in August 1999 based on alleged omissions in the Company's prospectus relating to compensation payable to, and the manner of distribution of the Company's initial public offering shares by, Braun Consulting's underwriters. The complaint does not allege any claims relating to any alleged misrepresentations or omissions with respect to the Company's business. The Case is among approximately 300 putative class actions against certain issuers, their officers and directors, and underwriters with respect to such issuers' initial public offerings, coordinated as In re Initial Public Offering Securities Litigation, 21 MC 92 (SAS) (collectively, the "IPO Securities Litigation").

Braun Consulting has entered into a Stipulation and Agreement of Settlement (the "Stipulation"), pursuant to a Memorandum of Understanding, along with most of the other defendant issuers in the IPO Securities Litigation, whereby such issuers and their officers and directors (including Braun Consulting and Messrs. Braun, Duvall and Burke) will be dismissed with prejudice from the IPO Securities Litigation, subject to the satisfaction of certain conditions. Under the terms of the

Stipulation, neither Braun Consulting nor any of its formerly named individual defendants admit any basis for liability with respect to the claims in the Case. The Stipulation provides that insurers for Braun Consulting and the other defendant issuers participating in the settlement will guaranty that the plaintiffs will recover at least $1 billion to settle the IPO Securities Litigation, except that no such payment will occur until claims against the underwriters are resolved and such payment will be paid only if the recovery against the underwriters for such claims is less than $1 billion and then only to the extent of any shortfall. Under the terms of the Stipulation, neither Braun Consulting nor any of its named directors will pay any amount of the settlement. The Stipulation further provides that participating defendant issuers will assign certain claims they may have against the defendant underwriters in connection with the IPO Securities Litigation. The Stipulation is subject to the satisfaction of certain conditions, including, among others, approval of the court.

5. Restructuring Charges

Restructuring reserve activities during the six months ended June 30, 2004, were as follows:

	Balance at December 31, 2003		Expense		Utilization			Balance at June 30, 2004
Facilities	$	1,893	$	1,939	$	(537	)	$	3,295
Severance and benefits		—		195		(195	)		—

Totals	$	1,893	$	2,134	$	(732	)	$	3,295

Restructuring charges of $1,939 for facilities represents consolidation of office space in Chicago that occurred during the first quarter of 2004. Restructuring charges of $195 for severance and benefits represents headcount reductions that occurred during the first quarter of 2004. Restructuring charges of $189 and $1,945 are included in the Statements of Operations in project personnel and expenses and general and administrative expenses, respectively. All of the restructuring charges utilized during the six months ended June 30, 2004, were in cash.

Facilities costs of $704 are expected to be paid during the remainder of 2004 with the remaining costs of $2,591 expected to be paid during 2005 through 2012, based on the required lease payments under the subject operating leases.

Restructuring reserve activities during the six months ended June 30, 2003, were as follows:

	Balance at December 31, 2002		Expense		Utilization			Accrual Reversal			Balance at June 30, 2003
Facilities	$	5,099	$	164	$	(1,227	)	$	(291	)	$	3,745
Severance and benefits		272		—		(247	)		(25	)		—

Totals	$	5,371	$	164	$	(1,474	)	$	(316	)	$	3,745

Restructuring charges of $164 are included in the Statements of Operations in general and administrative expenses. All of the restructuring charges utilized during the six months ended June 30, 2003, were in cash. Estimated office closing expenses of $291 and benefits expenses of $25 that were accrued in prior quarters were reversed as a non-cash reduction of general and administrative expenses during the six months ended June 30, 2003.

6. Income Taxes

At June 30, 2004, Braun Consulting had approximately $51,629 of federal and $50,475 of state net operating loss carryforwards available to offset future taxable income, which expire from 2019 to 2022, respectively. Under the Tax Reform Act of 1986, the amounts of and benefits from net operating loss carryforwards may be impaired or limited in certain circumstances. Events which cause limitations in

the amount of net operating losses that Braun Consulting may utilize in any one year include, but are not limited to, Braun Consulting's ability to generate profits.

In 2002, a valuation allowance was recorded for the entire deferred net tax asset as a result of uncertainties regarding the realization of the net asset including: growing net operating losses in 2002; three years of increasing net losses; uncertainty associated with forecasting a recovery in IT spending; loss of a significant client, Pharmacia, during the third quarter of 2002, which represented 26% of the Company's 2002 revenue before expense reimbursements; and given the Company's current cost structure, the current revenue base is not expected to generate substantial taxable income in the near term. An additional $1,428 of valuation was recorded during the six months ended June 30, 2004.

7. Common Stock

On February 4, 2003, the Board of Directors approved a third Stock Repurchase Program (the "Third Program"). Under the Third Program, the Company is authorized to purchase up to two million dollars of its shares over the 24 months beginning February 4, 2003. No shares were purchased during the six months ended June 30, 2004. As of June 30, 2004, the Company had purchased 940,700 shares of its common stock at an average price of $1.12 per share. The par value method of accounting was used for these share repurchases and all shares purchased were retired. The cost of the shares acquired was allocated to par value and additional paid-in-capital.

8. Stock Option Compensation Plans

As permitted by SFAS No. 123, and amended by SFAS 148, the Company continues to measure the plans' cost in accordance with APB Opinion No. 25. Had compensation cost for the Company's plans been determined consistent with the fair value method prescribed by SFAS No. 123, as amended, the impact on the Company's loss and pro forma loss per share would have been as follows:

		Three Months Ended June 30,						Six Months Ended June 30,
		2004			2003			2004			2003
Net loss as reported		$	(1,908	)	$	(3,186	)	$	(4,366	)	$	(7,558	)
Add: Stock based employee compensation expense included in reported net loss, net of related tax effects			160			—			160			1
Deduct: Total stock based employee compensation expense determined under fair value based method for all awards-net of related tax effects			(373	)		(595	)		(668	)		(1,182	)

Pro forma net loss		$	(2,121	)	$	(3,781	)	$	(4,874	)	$	(8,739	)

Loss per share—basic (Unaudited):
	As reported	$	(0.11	)	$	(0.19	)	$	(0.25	)	$	(0.44	)
	Pro forma	$	(0.12	)	$	(0.22	)	$	(0.28	)	$	(0.51	)
Loss per share—diluted (Unaudited):
	As reported	$	(0.11	)	$	(0.19	)	$	(0.25	)	$	(0.44	)
	Pro forma	$	(0.12	)	$	(0.22	)	$	(0.28	)	$	(0.51	)

The effects of applying SFAS No. 123 in this pro forma disclosure may not be indicative of effects on reported net income (loss) for future years. Common stock equivalents are not considered in loss per share-diluted, since their effect was anti-dilutive.

9. Significant Clients

For the three months ended June 30, 2004 and 2003, our ten largest clients generated approximately 71% and 79% of revenue before expense reimbursements, respectively. For the six months ended June 30, 2004 and 2003, our ten largest clients generated approximately 69% and 76% of revenue before expense reimbursements, respectively.

For the three months ended June 30, 2004, there were two clients that accounted for 15% and 12% of revenue before expense reimbursements, respectively, as compared with two clients that each accounted for 18% of revenue before expense reimbursements for the three months ended June 30, 2003. For the six months ended June 30, 2004, there were three clients that accounted for 14%, 11% and 10% of revenue before expense reimbursements, respectively, as compared with three clients that accounted for 16%, 16% and 11% of revenue before expense reimbursements for the six months ended June 30, 2003. Loss of any significant client can seriously harm our business.

10. Recent Developments

On July 12, 2004, the Company announced that it would retain the services of the investment bank of Robert W. Baird & Co. to assist the Company in examining its strategic alternatives. The alternatives may include acquisition, financing, strategic alliance or merger. The Company will evaluate the alternatives to determine what is in the best interest of its shareholders, customers and employees.

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

Overview

The following section should be read in conjunction with the Financial Statements and Notes thereto included elsewhere in this Quarterly Report on Form 10-Q.

Statements in this Quarterly Report on Form 10-Q that are not strictly historical are "forward-looking" statements that involve risks or uncertainties, many of which are not under the control of the Company. The risks and uncertainties could cause actual results to differ materially from those described in the forward-looking statement. Such risks and uncertainties include, but are not limited to, the nature of the market and demand for our service offerings, competition, overall general business and economic conditions, the nature of our clients and project engagements, loss of a significant client, attracting and retaining highly skilled employees, the ability of our clients to pay for our services, timely payment by clients for services rendered, our ability to effectively manage growth and client relationships, and our ability to maintain our NASDAQ National Market listing, as well as other risks identified in the Company's Annual Report on Form 10-K for the year ended December 31, 2003, and other filings with the Securities and Exchange Commission. The Company is under no duty to update any of the forward-looking statements after the date of this report or to conform these statements to actual results or changes in its expectations.

In this Form 10-Q, "Braun Consulting," the "Company," "we," "us" and "our" refer to Braun Consulting, Inc. and its subsidiaries and predecessors.

Braun Consulting, Inc. is a professional services firm delivering customer-focused business solutions. Founded in 1993, Braun Consulting helps companies solve complex business problems through the delivery of integrated strategy and technology solutions ("Business Solutions"). Our Business Solutions span the functional disciplines of sales, marketing, customer and field service, manufacturing, finance, and information technology primarily across the following industry sectors: healthcare and pharmaceuticals; media and telecommunications; financial services; manufacturing and technology; retail and consumer packaged goods; and other sectors. We work with Fortune 1000 and middle market companies to develop business and information technology strategies, integrated marketing programs, organizational change plans and technology solutions. Business Solutions enable

organizations to realize value from their customer base, optimize the relationship between supply and customer demand, and ultimately, improve business performance.

The Company enters into various consulting arrangements that are billed either on a time-and-materials basis or on a fixed-price basis. The majority of these contracts are generally less than 120 days in duration and either require an up-front payment or are billed in bi-weekly installments ratably over the term of the contract. Termination of the contract by the customer would require the customer to pay the Company for hours incurred to date. Costs under the Company's contracts are expensed as incurred.

The Company's revenue before expense reimbursements derived from time and materials contracts was approximately 48% of revenue before expense reimbursements for the quarter ended June 30, 2004, as compared to 50% for the quarter ended June 30, 2003. Revenue before expense reimbursements derived from fixed-price contracts was approximately 52% of revenue before expense reimbursements for the quarter ended June 30, 2004, as compared to 50% for the quarter ended June 30, 2003. Revenue on fixed-price projects is based upon the ratio of hours worked to total estimated hours to complete the project. The cumulative impact of any revision in estimates of the percentage-of-completion is reflected in the period in which the revision becomes known. Losses on contracts, if any, are provided for in full in the period when first determined. The Company recognizes unearned revenue when client billing exceeds the amount of revenue recognized. In certain instances, client arrangements require that a project milestone must be reached and written acceptance received from the client prior to billing. In these cases, revenue is recognized when milestones are reached, written acceptance from the client is received and other contractual specifications have been achieved.

The Company also recognizes a limited amount of revenue from product sales on a gross basis as a value-added reseller of software products. The Company currently resells software products primarily as an occasional accommodation to clients who prefer to retain a single-source provider. Product sales accounted for less than 1.0% of revenue before expense reimbursements for the six months ended June 30, 2004 and June 30, 2003.

During the first six months of 2004, market demand for the Company's consulting services continued to be soft. Revenue, excluding reimbursements of client expenses, increased from the prior year period by $1.4 million or 9.1%. Revenue, excluding reimbursements of client expenses, for the quarter ended June 30, 2004, decreased from the quarter ended March 31, 2004, by $2.3 million or 24.6%.

Existing clients accounted for approximately 75% and 56% of revenue, before expense reimbursements, for the three months ended June 30, 2004 and June 30, 2003, respectively, and approximately 62% and 54% for the six months ended June 30, 2004 and June 30, 2003, respectively. The Company manages client development efforts through specific account management efforts.

The Company's most significant expense is project personnel and expenses, which consist primarily of project personnel salaries and benefits, and non-reimbursed direct expenses incurred to complete projects. The Company continues to manage employee expenses by calculating a variable portion of employee compensation payable upon the achievement of measurable performance goals.

The Company's project personnel and expenses as a percentage of revenue is related to consultant utilization. The Company manages utilization by monitoring project requirements and timetables. The number of consultants assigned to a project varies according to the size, complexity, duration and demands of the project. Project completions and scheduling delays may result in periods when consultants are not fully utilized. An unanticipated termination or delay of a significant project could also cause us to experience lower consultant utilization, resulting in a higher than expected number of unassigned consultants. In addition, the Company does not fully utilize consulting personnel on billable

projects during the initial months of their employment. During that time they undergo training and become integrated into the Company's operations.

Selling and marketing expenses consist primarily of: salaries, employee benefits, travel costs of selling and marketing personnel and promotional costs. General and administrative expenses consist primarily of: costs associated with executive management, finance and administrative groups, including personnel devoted to recruiting, employee retention and training; occupancy costs including depreciation, amortization and office equipment leases; travel; and all other branch and corporate costs.

Management's Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 revenue and expenses during the reporting periods. For example, significant estimates and assumptions have been made with regard to the revenue recognition under fixed-price contracts, deferred taxes, and estimated costs associated with restructuring charges. Actual results could differ from those estimates.

Results of Operations

The following table sets forth, for the periods indicated, selected statements of operations data as a percentage of total revenue:

			Three Months Ended June 30,				Six Months Ended June 30,
			2004		2003		2004		2003
Revenue:
	Revenue before expense reimbursements		91.6	%	89.3	%	92.2	%	89.8	%
	Expense reimbursements		8.4		10.7		7.8		10.2

		Total revenue	100.0		100.0		100.0		100.0
Costs and expenses:
	Project personnel and expenses		67.0		76.4		62.6		79.7
	Reimbursable expenses		8.4		10.7		7.8		10.2
	Selling and marketing expenses		11.4		11.2		9.0		11.0
	General and administrative expenses		36.6		41.2		44.8		45.0
	Stock compensation		2.1		0.0		0.9		0.0

		Total costs and expenses	125.5		139.6		125.1		145.9

Operating loss			(25.5	)	(39.6	)	(25.1	)	(45.9	)
Interest income			0.5		1.0		0.4		1.0

Loss before provision for income taxes			(25.0	)	(38.6	)	(24.7	)	(44.9	)
Provision for income taxes			0.1		0.1		0.2		0.9

	Net Loss		(25.1	)%	(38.7	)%	(24.9	)%	(45.8	)%

Revenue. Revenue before reimbursements decreased 5.3% to $7.0 million for the three months ended June 30, 2004, from $7.3 million for the three months ended June 30, 2003. The decrease was due primarily to project delays at several new and existing clients. Revenue before expense reimbursements increased 9.1% to $16.2 million for the six months ended June 30, 2004, from $14.8 million for the six months ended June 30, 2003. The increase in revenue before expense reimbursements was due primarily to an increase in average hourly billing rates to $151 for the six

months ended June 30, 2004, from $136 for the six months ended June 30, 2003, and an increase in billable utilization to 66% for the six months ended June 30, 2004, from 65% for the six months ended June 30, 2003, partially offset by a reduction in revenue from the sale of third party software ($84,000). Continued uncertainty around IT spending and an economic recovery inhibit the Company's ability to forecast demand for our products and services and the impact on revenue. The Company had 136 project personnel at June 30, 2004, as compared to 186 project personnel at June 30, 2003. The Company continues to sell some software products as an occasional accommodation to clients. Such sales represented less than 1.0% of revenue before expense reimbursements for the three and six months ended June 30, 2004 and 2003. Reimbursements, including travel and out-of-pocket expenses, are included in revenue, and equivalent amounts of reimbursable expenses are included in costs and expenses.

Project Personnel and Expenses. Project personnel and expenses decreased 19.1% to $5.1 million for the three months ended June 30, 2004, from $6.3 million for the three months ended June 30, 2003, and decreased 16.6% to $11.0 million for the six months ended June 30, 2004, from $13.2 million for the six months ended June 30, 2003.

The decrease in project personnel and expenses for the three and six months ended June 30, 2004, was due primarily to a decrease in compensation costs as a result of reductions in headcount ($1.1 million and $1.9 million, respectively) and a decrease in non-billable client expenses ($220,000 and $450,000, respectively), partially offset by an increase in subcontractor fees ($150,000 and $161,000, respectively).

The Company had 136 project personnel at June 30, 2004, as compared to 186 project personnel at June 30, 2003. Project personnel and expenses decreased as a percentage of revenue before expense reimbursements to 70.7% for the three months ended June 30, 2004, from 85.6% for the three months ended June 30, 2003, and decreased to 65.7% for the six months ended June 30, 2004, from 88.8% for the six months ended June 30, 2003.

Selling and Marketing Expenses. Selling and marketing expenses decreased 5.8% to $868,000 for the three months ended June 30, 2004, from $921,000 for the three months ended June 30, 2003, and decreased 12.5% to $1.6 million for the six months ended June 30, 2004, from $1.8 million for the six months ended June 30, 2003.

The decrease for the three months ended June 30, 2004, was due primarily to a decrease in compensation costs ($79,000), partially offset by an increase in business development costs ($26,000). The decrease for the six months ended June 30, 2004, was due primarily to a decrease in compensation costs ($126,000) and a decrease in business development costs ($101,000).

The Company had 10 selling and marketing personnel at June 30, 2004 and 2003. Selling and marketing expenses, as a percentage of revenue before expense reimbursements, was 12.5% for the three months ended June 30, 2004 and 2003, and decreased to 9.8% for the six months ended June 30, 2004, from 12.2% for the six months ended June 30, 2003.

General and Administrative Expenses. General and administrative expenses decreased 18.0% to $2.8 million for the three months ended June 30, 2004, from $3.4 million for the three months ended June 30, 2003, and increased 5.7% to $7.9 million for the six months ended June 30, 2004, from $7.4 million for the six months ended June 30, 2003.

The decrease in general and administrative expenses for the three months ended June 30, 2004, was due primarily to a decrease in personnel compensation costs from cost reduction initiatives ($299,000), a decrease in depreciation expense due to fixed assets taken out of service in 2003 ($167,000), a decrease in rent expense and other operating costs from office consolidations in Boston and Chicago ($245,000), partially offset by an increase in recruiting costs ($75,000).

The increase in general and administrative expenses for the six months ended June 30, 2004, was due primarily to an increase in restructuring charges related to office consolidations ($1.9 million), headcount reductions ($195,000) and an increase in recruiting costs ($74,000). The increases were partially offset by decreases in personnel compensation costs from cost reduction initiatives ($720,000), a decrease in depreciation expense due to fixed assets taken out of service in 2003 ($365,000), and a decrease in rent expense and other operating costs due to office closings and consolidations ($682,000) (the Company reduced office space in Boston, Massachusetts during 2003, and in Chicago, Illinois in 2004).

The Company had 29 general and administrative personnel at June 30, 2004, compared to 43 at June 30, 2003. General and administrative costs decreased as a percentage of revenue before reimbursements to 40.0% for the three months ended June 30, 2004, from 46.2% for the three months ended June 30, 2003, and decreased to 48.6% for the six months ended June 30, 2004, from 50.1% for the six months ended June 30, 2003.

Interest Income. Interest income decreased to $33,000 for the three months ended June 30, 2004, from $74,000 for the three months ended June 30, 2003, and decreased to $68,000 for the six months ended June 30, 2004, from $169,000 for the six months ended June 30, 2003. The decrease was due primarily to the use of cash and marketable securities to fund operations.

Provision for Income Taxes. For the three months ended June 30, 2004, there was a current tax expense of $4,000 as compared to an expense of $5,000 for the three months ended June 30, 2003, and an expense of $27,000 for the six months ended June 30, 2004, as compared to an expense of $143,000 for the six months ended June 30, 2003. The tax expense relates to revenue based state taxes not impacted by the Company's net operating losses. In 2002, the Company recorded a valuation allowance for the entire deferred income tax asset balance of $15.7 million due to uncertainties regarding the realization of the asset, including: growing net operating losses in 2002; three years of increasing net losses; uncertainty associated with forecasting a recovery in IT spending; loss of a significant client, Pharmacia, during the third quarter of 2002 that represented 26% of the Company's 2002 revenue before expense reimbursements; and given the Company's current cost structure, the current revenue base is not expected to generate substantial taxable income in the near term. The Company recorded an additional $669,000 increase in the valuation allowance for all deferred income tax assets due to operating losses incurred during the three months ended June 30, 2004 and $1.4 million for the six months ended June 30, 2004.

Net Loss. Net loss decreased to $1.9 million for the quarter ended June 30, 2004, as compared to the net loss of $3.2 million for the quarter ended June 30, 2003. The decrease was due primarily to a reduction in total costs and expenses. Net loss decreased to $4.4 million for the six months ended June 30, 2004 as compared $7.6 million for the six months ended June 30, 2003. The decrease was due primarily to a reduction in total costs and expenses and a slight increase in revenue.

Liquidity and Capital Resources. As of June 30, 2004, the Company maintains a line of credit with LaSalle Bank, N.A. ("LaSalle"), providing for borrowings of up to $3.5 million. The Company's line of credit bears interest at LaSalle's prime rate and expires on October 31, 2004. The Company's line of credit is secured with $3.5 million in restricted cash held in escrow by LaSalle. The restricted cash is invested at the Company's direction. There is no restriction on the interest earned on the restricted cash. The Company expects to renew this line of credit upon its expiration. As of June 30, 2004, there were no borrowings outstanding under the $3.5 million line of credit. As of June 30, 2004, there were three letters of credit totaling $580,500 for office leases and equipment issued on the line of credit.

Capital expenditures of approximately $160,000 for the six months ended June 30, 2004, and approximately $59,000 for the six months ended June 30, 2003, were primarily used for computers and

office equipment. The Company estimates capital expenditures for 2004 will be less than $500,000. Additionally, the Company may continue to purchase shares under the Company's Stock Repurchase Program.

Inflation did not have a material impact on Braun Consulting's revenue or loss from operations for the three months ended June 30, 2004 and 2003.

As of June 30, 2004, the Company had cash, cash equivalents, restricted cash and marketable securities of approximately $12.6 million. Based on the Company's current business plan, the Company believes that its existing cash position along with cash provided from operations and borrowings available under its credit facility will be sufficient to meet working capital and capital expenditure requirements for at least the next 12 months. To the extent future revenue is inadequate or recoverability of its receivables may be impaired to support costs and expenditures, the Company's liquidity may be materially and adversely affected.

Off-Balance Sheet Arrangements

The Company maintains three letters of credit against the line of credit for office equipment and office leases in Chicago, New York and Boston at June 30, 2004, as follows:

	Amount of Commitment Expiration Per Period
	Total Amounts Committed		Less Than 1 Year		1-3 Years
Letter of credit—New York office	$	203,500	$	50,875	$	—
Letter of credit—Boston office		265,000		40,000		—
Letter of credit—Office equipment		90,000		37,000		57,000

Total	$	558,500	$	127,875	$	57,000

The terms of the leases allow the lessor to draw on the line of credit should the Company be in default of the lease payment terms.

Item 3. Quantitative and Qualitative Disclosure About Market Risk.

The Company's investments in cash, cash equivalents, restricted cash and marketable securities of approximately $12.6 million at June 30, 2004, primarily consist of investment grade debt securities of varying short-term maturities (28-30 days) issued by various organizations. The Company does not invest in complex derivatives. Based on the nature of these investments, the cost of the securities equals the fair market value of the securities at June 30, 2004. If interest rates on investments were to decrease immediately and uniformly by 10% from levels at June 30, 2004, from approximately 1.18% to 1.06%, pre-tax net loss in the next six months would increase by $7,600, which is equal to the product of the 10% decrease in the interest rate multiplied by the approximately $12.6 million of short-term investments in cash, cash equivalents, restricted cash and marketable securities as of June 30, 2004.

Item 4. Controls and Procedures

(a): Evaluation of disclosure controls and procedures

The term "disclosure controls and procedures" is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 ("Exchange Act"). These rules refer to the controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files under the Exchange Act is recorded, processed, summarized and reported within required time periods. As required by paragraph (b) of Rules 13a-15 and 15d-15 of the Exchange Act, our Chief Executive Officer and our Chief Financial Officer have evaluated the

effectiveness of our disclosure controls and procedures as of June 30, 2004 (the "Evaluation Date"), and they have concluded that, based on that evaluation, as of the Evaluation Date, such controls and procedures were effective at ensuring that required information will be disclosed on a timely basis in our reports filed under the Exchange Act.

(b): Changes in internal controls

We maintain a system of internal accounting controls that is designed to provide reasonable assurance that our books and records accurately reflect our transactions and that our established policies and procedures are followed. Based on the evaluation described above, there have been no changes to our internal controls over financial reporting that occurred during the last quarter covered by this report that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II—OTHER INFORMATION

Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities.

None.

Item 5. Other Information.

None.

Item 6. Exhibits and Reports on Form 8-K.

(a): Exhibits

Exhibit Number
31.1		Certification of Chief Executive Officer—Section 302 Certification
31.2		Certification of Chief Financial Officer—Section 302 Certification
32.1		Certification of Chief Executive Officer—Section 906 Certification
32.2		Certification of Chief Financial Officer—Section 906 Certification

(b): Reports on Form 8-K.

Current Report on Form 8-K dated May 5, 2004, and filed May 5, 2004 (furnishing, under Item 12, Braun Consulting, Inc.'s press release reporting financial results for the quarter ended March 31, 2004).

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, in the City of Chicago, and State of Illinois, on the 13th day of August, 2004.

		BRAUN CONSULTING, INC. (REGISTRANT)
		/S/ STEVEN J. BRAUN Steven J. Braun President, Chief Executive Officer and Chairman of the Board
		/s/ THOMAS A. SCHULER Thomas A. Schuler Senior Vice President and Chief Financial Officer
		/s/ STEVEN J. MERRIMAN Steven J. Merriman Controller (Principal Accounting Officer)

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PART I—FINANCIAL INFORMATION
BALANCE SHEETS
STATEMNTS OF CASH FLOWS
BRAUN CONSULTING, INC. NOTES TO FINANCIAL STATEMENTS (In thousands, except share and per share data) (Unaudited)
PART II—OTHER INFORMATION
SIGNATURES

BRAUN CONSULTING INC 10-Q