0001866757-22-000064 | 10-K | XBRL Viewer | Brilliant Earth Group INC

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CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 172,865	$ 66,269
Restricted cash	205	205
Inventories, net	24,743	13,559
Prepaid expenses and other current assets	8,178	2,939
Total current assets	205,991	82,972
Property and equipment, net	6,732	1,986
Deferred tax assets	4,407	0
Other assets	601	258
Total assets	217,731	85,216
Current liabilities:
Accounts payable	14,480	10,815
Accrued expenses and other current liabilities	28,756	17,118
Current portion of deferred revenue	18,818	10,775
Current portion of long-term debt	30,789	0
Total current liabilities	92,843	38,708
Long-term debt, net of debt issuance costs	32,789	62,211
Deferred rent	2,507	662
Payable pursuant to the Tax Receivable Agreement	3,775	0
Other long-term liabilities	2,979	2,703
Total liabilities	134,893	104,284
Commitments and contingencies (Note 12)
Redeemable convertible preferred units (Class P Units) - 33,162,444 units authorized, 32,435,595 units issued and outstanding at December 31, 2020	0	66,327
Members’ deficit - Class F Units - 50,954,445 units authorized, 50,232,863 units issued and outstanding at December 31, 2020; and Class M Units - 4,638,881 units authorized, 2,537,791 units issued and outstanding at December 31, 2020
Members’ deficit - Class F Units - 50,954,445 units authorized, 50,232,863 units issued and outstanding at December 31, 2020; and Class M Units - 4,638,881 units authorized, 2,537,791 units issued and outstanding at December 31, 2020	0	(85,395)
Stockholders’ equity
Preferred stock, $0.0001 par value per share, 10,000,000 shares authorized at December 31, 2021, none issued and outstanding at December 31, 2021	0	0
Additional paid-in capital	6,865	0
Retained earnings	1,528	0
Equity attributable to Brilliant Earth Group, Inc.	8,403	0
NCI attributable to Brilliant Earth, LLC	74,435	0
Total stockholders’ equity/members’ (deficit)	82,838
Total stockholders’ equity/members’ (deficit)		(85,395)
Total liabilities, redeemable convertible preferred units, and stockholders’ equity/members’ (deficit)	217,731	85,216
Class A Common Stock
Stockholders’ equity
Common stock, value, issued	1	0
Class B Common Stock
Stockholders’ equity
Common stock, value, issued	4	0
Class C Common Stock
Stockholders’ equity
Common stock, value, issued	5	0
Class D Common Stock
Stockholders’ equity
Common stock, value, issued	$ 0	$ 0

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical)	Dec. 31, 2021 $ / shares shares
Units issued (in shares)	85,163,263
Units outstanding (in shares)	85,163,263
Preferred stock, par or stated value per share (in dollars per share) \| $ / shares	$ 0.0001
Preferred stock, shares authorized (in shares)	10,000,000
Preferred stock, shares issued (in shares)	0
Preferred stock, shares outstanding (in shares)	0
Class A Common Stock
Common stock, par or stated value per share (in dollars per share) \| $ / shares	$ 0.0001
Common stock, shares authorized (in shares)	1,200,000,000
Common stock, shares issued (in shares)	9,614,523
Common stock, shares outstanding (in shares)	9,614,523
Class B Common Stock
Common stock, par or stated value per share (in dollars per share) \| $ / shares	$ 0.0001
Common stock, shares authorized (in shares)	150,000,000
Common stock, shares issued (in shares)	35,658,013
Common stock, shares outstanding (in shares)	35,658,013
Class C Common Stock
Common stock, par or stated value per share (in dollars per share) \| $ / shares	$ 0.0001
Common stock, shares authorized (in shares)	150,000,000
Common stock, shares issued (in shares)	49,505,250
Common stock, shares outstanding (in shares)	49,505,250
Class D Common Stock
Common stock, par or stated value per share (in dollars per share) \| $ / shares	$ 0.0001
Common stock, shares authorized (in shares)	150,000,000
Common stock, shares issued (in shares)	0
Common stock, shares outstanding (in shares)	0

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Income Statement [Abstract]
Net sales	$ 380,189	$ 251,820	$ 201,343
Cost of sales	192,768	139,518	116,421
Gross profit	187,421	112,302	84,922
Operating expenses:
Selling, general and administrative	147,291	85,710	90,317
Income from operations	40,130	26,592	(5,395)
Interest expense	(7,589)	(4,942)	(2,257)
Other expense, net	(6,601)	(74)	(126)
Income (loss) before tax	25,940	21,576	(7,778)
Income tax benefit	316	0	0
Net income (loss)	26,256	$ 21,576	(7,778)
Net income allocable to non-controlling interest	24,728
Net income allocable to Brilliant Earth Group, Inc.	$ 1,528

CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED UNITS AND EQUITY / MEMBERS' (DEFICIT) - USD ($) $ in Thousands	Total	Stockholders’ Equity	Member Units	Additional Paid-In Capital	Retained Earnings	Non-Controlling Interest	Class A Common Stock	Class A Common Stock Common Stock	Class B Common Stock	Class B Common Stock Common Stock	Class C Common Stock	Class C Common Stock Common Stock
Class P Units, beginning balance (in shares) at Dec. 31, 2018	32,435,595
Class P Units, beginning balance at Dec. 31, 2018	$ 62,579
Increase (Decrease) in Temporary Equity [Roll Forward]
Adjustment of redeemable convertible preferred units to redemption value	$ 18,250
Class P Units, ending balance (in shares) at Dec. 31, 2019	32,435,595
Class P Units, ending balance at Dec. 31, 2019	$ 80,829
Units, beginning balance (in shares) at Dec. 31, 2018	52,412,982		52,412,982
Units, beginning balance at Dec. 31, 2018	$ (65,534)		$ (65,534)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Vested Class M Units (in shares)	182,825		182,825
Equity-based compensation	$ 43		$ 43
Net income (loss)	(7,778)		(7,778)
Adjustment of redeemable convertible preferred units to redemption value	$ (18,250)		$ (18,250)
Units, ending balance (in shares) at Dec. 31, 2019	52,595,807		52,595,807
Units, ending balance at Dec. 31, 2019	$ (91,519)		$ (91,519)
Increase (Decrease) in Temporary Equity [Roll Forward]
Special distribution to members	(10,000)
Adjustment of redeemable convertible preferred units to redemption value	(8,499)
Net income	$ 3,997
Class P Units, ending balance (in shares) at Dec. 31, 2020	32,435,595
Class P Units, ending balance at Dec. 31, 2020	$ 66,327
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Vested Class M Units (in shares)	174,847		174,847
Equity-based compensation	$ 46		$ 46
Net income	17,579		17,579
Net income (loss)	21,576
Adjustment of redeemable convertible preferred units to redemption value	8,499		8,499
Special distribution to members	$ (20,000)		$ (20,000)
Units, ending balance (in shares) at Dec. 31, 2020	52,770,654		52,770,654
Units, ending balance at Dec. 31, 2020	$ (85,395)		$ (85,395)
Increase (Decrease) in Temporary Equity [Roll Forward]
Adjustment of redeemable convertible preferred units to redemption value	327,189
Net income	$ 5,466
Class P Units, ending balance (in shares) at Sep. 22, 2021	0
Class P Units, ending balance at Sep. 22, 2021	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Vested Class M Units (in shares)	556,446
Equity-based compensation	$ 246
Net income	8,526
Adjustment of redeemable convertible preferred units to redemption value	(327,189)
Tax distributions to members prior to the Reorganization Transactions and IPO	$ (11,643)
Reorganization Transactions (in shares)	(53,327,100)
Reorganization Transactions	$ 415,455
Units, ending balance (in shares) at Sep. 22, 2021	0
Units, ending balance at Sep. 22, 2021	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Tax distributions to members prior to the Reorganization Transactions and IPO	$ (9,755)
Temporary Equity, Elimination as Part of Reorganization, Shares	(32,435,595)
Temporary Equity, Elimination as Part of Reorganization	$ (389,227)
Class P Units, beginning balance (in shares) at Dec. 31, 2020	32,435,595
Class P Units, beginning balance at Dec. 31, 2020	$ 66,327
Increase (Decrease) in Temporary Equity [Roll Forward]
Adjustment of redeemable convertible preferred units to redemption value	327,189
Net income	5,466
Class P Units, ending balance at Dec. 31, 2021	$ 0
Units, beginning balance (in shares) at Dec. 31, 2020	52,770,654		52,770,654
Units, beginning balance at Dec. 31, 2020	$ (85,395)		$ (85,395)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Vested Class M Units (in shares)			556,446
Equity-based compensation	246		$ 246
Net income (loss)	26,256
Adjustment of redeemable convertible preferred units to redemption value	(327,189)		(327,189)
Tax distributions to members prior to the Reorganization Transactions and IPO	(11,643)		(11,643)
Tax distributions to members prior to the Reorganization Transactions and IPO	(43)					$ (43)
Net income prior to the Reorganization Transactions and IPO	8,526		$ 8,526
Reorganization Transactions (in shares)			(53,327,100)							36,064,421		50,232,863
Reorganization Transactions	395,651	$ 9	$ 415,455			(19,813)				$ 4		$ 5
IPO Transactions (in shares)								9,583,332		(522,386)		(727,613)
IPO Transactions	87,556	4,100		$ 4,099		83,456		$ 1
Increase in deferred tax asset from step-up tax basis related to redemption of LLC Units and set-up of TRA liability	316	316		316
Conversion of convertible securities (in shares)								28,053		(28,053)
RSU vesting during period, net of shares withheld for payroll taxes								3,138
LLC Units vesting during period (in shares)										144,031
Equity-based compensation subsequent to the Reorganization Transactions and IPO	2,549	2,450		2,450		99
Net income subsequent to the Reorganization Transactions and IPO	$ 12,264	1,528			$ 1,528	10,736
Units, ending balance (in shares) at Dec. 31, 2021	85,163,263
Units, ending balance at Dec. 31, 2021	$ 0
Stockholders' equity, ending balance (in shares) at Dec. 31, 2021							9,614,523	9,614,523	35,658,013	35,658,013	49,505,250	49,505,250
Stockholders' equity, ending balance at Dec. 31, 2021	82,838	8,403		6,865	1,528	74,435		$ 1		$ 4		$ 5
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Tax distributions to members prior to the Reorganization Transactions and IPO	$ (9,755)
Temporary Equity, Elimination as Part of Reorganization, Shares	(32,435,595)
Temporary Equity, Elimination as Part of Reorganization	$ (389,227)
Class P Units, beginning balance (in shares) at Sep. 22, 2021	0
Class P Units, beginning balance at Sep. 22, 2021	$ 0
Class P Units, ending balance at Dec. 31, 2021	$ 0
Units, beginning balance (in shares) at Sep. 22, 2021	0
Units, beginning balance at Sep. 22, 2021	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
IPO Transactions (in shares)	9,583,332								144,031
Units, ending balance (in shares) at Dec. 31, 2021	85,163,263
Units, ending balance at Dec. 31, 2021	$ 0
Stockholders' equity, ending balance (in shares) at Dec. 31, 2021							9,614,523	9,614,523	35,658,013	35,658,013	49,505,250	49,505,250
Stockholders' equity, ending balance at Dec. 31, 2021	$ 82,838	$ 8,403		$ 6,865	$ 1,528	$ 74,435		$ 1		$ 4		$ 5

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Operating activities
Net income (loss)	$ 26,256,000	$ 21,576,000	$ (7,778,000)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation expense	860,000	646,000	622,000
Equity-based compensation expense	2,795,000	46,000	43,000
Change in fair value of warrants	6,331,000	0	0
Amortization of debt issuance costs	1,717,000	1,121,000	292,000
Deferred tax benefit	(316,000)	0	0
Other	39,000	118,000	24,000
Changes in assets and liabilities:
Inventories	(11,202,000)	(2,825,000)	(2,426,000)
Prepaid expenses and other current assets	(5,239,000)	(675,000)	(1,041,000)
Other assets	(343,000)	(6,000)	(38,000)
Accounts payable and accrued expenses and other current liabilities	15,281,000	4,329,000	8,497,000
Deferred revenue	8,054,000	2,365,000	2,431,000
Deferred rent	1,845,000	28,000	(59,000)
Net cash provided by operating activities	46,078,000	26,723,000	567,000
Investing activities
Purchases of property and equipment	(5,606,000)	(584,000)	(678,000)
Net cash used in investing activities	(5,606,000)	(584,000)	(678,000)
Financing activities
Issuance of Class A common stock in IPO, net of underwriting discounts and offering costs	101,581,000	0	0
Redemption of LLC Units	(14,025,000)	0	0
Issuance of Class B and C shares of common stock	9,000	0	0
Tax distributions to members	(21,441,000)	0	0
Special distributions to members	0	(30,000,000)	0
Proceeds received from term loan	0	30,000,000	35,000,000
Payments of debt issuance costs	0	(263,000)	(1,397,000)
Borrowings from PPP loan	0	2,657,000	0
Repayments on PPP loan	0	(2,657,000)	0
Repayments of related party loan	0	0	(11,000,000)
Net cash provided by (used in) financing activities	66,124,000	(263,000)	22,603,000
Net increase in cash, cash equivalents and restricted cash	106,596,000	25,876,000	22,492,000
Cash, cash equivalents and restricted cash at beginning of period	66,474,000	40,598,000	18,106,000
Cash, cash equivalents and restricted cash at end of period	173,070,000	66,474,000	40,598,000
Non-cash investing and financing activities
Adjustment of redeemable convertible preferred units to redemption value	327,189,000	(8,499,000)	18,250,000
Net exercise of warrants on Common LLC Units	6,415,000	0	0
Deferred tax assets associated with redemption of LLC Units	4,091,000	0	0
TRA Obligation associated with redemption of LLC Units	3,775,000	0	0
Credit to APIC related to redemption of LLC Units	316,000	0	0
Debt issuance costs added to principal of long-term debt	349,000	1,302,000	1,139,000
Purchases of property and equipment included in accounts payable and accrued liabilities	21,000	89,000	42,000
Issuance of warrants	0	1,000	83,000
Supplemental information
Cash paid for interest	5,894,000	3,722,000	1,804,000
Class F Units and Class M Units
Non-cash investing and financing activities
Conversion of units	415,455,000	0	0
Class P Units
Non-cash investing and financing activities
Conversion of units	$ 389,227,000	$ 0	$ 0

Business and Organization	12 Months Ended
Business and Organization	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Business and Organization	BUSINESS AND ORGANIZATION Brilliant Earth Group, Inc. was formed as a Delaware corporation on June 2, 2021 for the purpose of facilitating an initial public offering (“IPO”) and executing other related organizational transactions to acquire and carry on the business of Brilliant Earth, LLC. Brilliant Earth, LLC was originally incorporated in Delaware on August 25, 2005, and subsequently converted to a limited liability company on November 29, 2012. Brilliant Earth Group, Inc., the sole managing member of Brilliant Earth, LLC, consolidates Brilliant Earth, LLC and both are collectively referred to herein as “the Company.” The Company designs, procures and sells ethically-sourced diamonds, gemstones and jewelry online and through showrooms operated in San Francisco, Los Angeles, Boston, Chicago, San Diego, Washington D.C., Denver, Philadelphia, Atlanta, Seattle, Portland, Austin, Dallas, New York, and Scottsdale. Co-headquarters are located in San Francisco, California and Denver, Colorado. The Company operates in one operating and reporting segment which is the retail sale of diamonds, gemstones and jewelry. Over 90% of sales are to customers in the United States (“U.S.”); sales to non-U.S. customers immediately settle in U.S. dollars and no cash balances are carried in foreign currencies. Through the end of 2020, the Company’s chief operating decision makers (“CODM”) were the two co-chief executive officers (“CEOs”), who reviewed financial information for the purposes of making operating decisions, assessing financial performance and allocating resources. In the first quarter of 2021, the Company designated a sole CEO, who then became the Company’s CODM. In accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), since the members of Brilliant Earth, LLC (the “Continuing Equity Owners”) prior to the IPO and merger continue to hold a controlling interest in Brilliant Earth, LLC after the merger (i.e., there was no change in control of Brilliant Earth, LLC), and since Brilliant Earth Group, Inc. was considered a “shell company”, which does not meet the definition of a business, the financial statements of the combined entity represent a continuation of the financial position and results of operations of Brilliant Earth, LLC. Accordingly, the historical cost basis of assets, liabilities, and equity of Brilliant Earth, LLC are carried over to the consolidated financial statements of the merged company as a common control transaction. Also, after consummation of the IPO, Brilliant Earth Group, Inc. became subject to U.S. federal, state, and local income taxes with respect to its allocable share of any taxable income of Brilliant Earth, LLC assessed at the prevailing corporate tax rates. Initial Public Offering and Purchase of LLC Interests On September 27, 2021, the Company completed its IPO of 9,583,332 shares of Class A common stock at an offering price of $12.00 per share, (excluding the underwriting discount), including 1,249,999 shares of Class A common stock issued pursuant to the underwriters' over-allotment option. The Company received $101.6 million in proceeds after a deduction for underwriting discounts and offering costs totaling $13.4 million. The net proceeds were used to purchase 8,333,333 newly-issued membership units (the “LLC Units” or “LLC Interests”) from Brilliant Earth, LLC and 1,249,999 LLC Units in the form of a redemption from the Continuing Equity Owners at a price per unit equal to the IPO price of $11.22 per share after deducting the underwriting discount, and represented a 10.1% economic interest as of the IPO date. Conversion of Class F, P and M Units at Time of IPO At the time of the IPO, the existing limited liability company agreement of Brilliant Earth, LLC was amended and restated to, among other things, recapitalize all existing Class F, P and M Units in Brilliant Earth, LLC into 86,297,284 common LLC Units after applying a conversion ratio of 1.8588 with a further adjustment for a distribution threshold related to the M Units (which impacted their allocation of value so the economic effect of the exchange was a like-for-like value); the net conversion ratio was 1.8942, 1.9080 and 1.7735 for the Class F Units, P Units and M Units, respectively. The number of Class F, P and M Units presented in these financial statements for periods prior to the IPO have been retroactively adjusted to reflect the conversion ratios (as discussed in the preceding sentence) similar to the presentation of a stock-split. Summary of the Restructuring, Offering and Other Transactions Completed in Connection with the IPO In connection with the IPO, Brilliant Earth Group, Inc. and Brilliant Earth, LLC completed a series of transactions that comprise of reorganization, offering and other financing transactions. The following summarizes the Reorganization Transactions which occurred as of the date of IPO: •Amended and restated the existing limited liability company agreement of Brilliant Earth, LLC (the “LLC Agreement”), effective prior to the IPO, to, among other things, (1) recapitalize all existing ownership interests in Brilliant Earth, LLC into 86,297,284 LLC Units after applying a conversion ratio of 1.8588, (2) appoint Brilliant Earth Group, Inc. as the sole managing member of Brilliant Earth, LLC upon its acquisition of LLC Units in connection with the IPO, and (3) provide certain redemption rights to the Continuing Equity Owners. •Amended and restated Brilliant Earth Group, Inc.’s certificate of incorporation to, among other things, provide for four classes of common stock defined as Class A common stock, Class B common stock, Class C common stock and Class D common stock. •Issued 36,064,421 shares of Class B common stock (prior to the redemption of 522,386 shares pursuant to the exercise of underwriters’ overallotment options discussed below) to the Continuing Equity Owners, excluding the founders, Beth Gerstein, Co-Founder and Chief Executive Officer, Eric Grossberg, Co-Founder and Executive Chairman, and Just Rocks, a Delaware corporation which is jointly owned and controlled by the founders (collectively, the “Founders”), which is equal to the number of LLC Units held by such Continuing Equity Owners excluding the Founders, for nominal consideration. •Issued 50,232,863 shares of Class C common stock (prior to the redemption of 727,613 shares pursuant to the exercise of underwriters’ overallotment options discussed below) to the Founders, which is equal to the number of LLC Units held by such Founders, for nominal consideration. •Entered into a Tax Receivable Agreement (the “TRA”) with Brilliant Earth, LLC and the Continuing Equity Owners that will provide for the payment by Brilliant Earth Group, Inc. to the Continuing Equity Owners of 85% of the amount of tax benefits, if any, that Brilliant Earth Group, Inc. actually realizes (or in some circumstances is deemed to realize) related to certain tax basis adjustments and payments made under the TRA. The organization agreements include a provision for the Continuing Equity Owners, subject to certain exceptions from time to time at each of their option, to require Brilliant Earth, LLC to redeem all or a portion of their LLC Units in exchange for, at the Company’s election, newly-issued shares of Class A common stock or Class D common stock, as applicable, on a one-for-one basis, or a cash payment equal to a volume weighted average market price of one share of Class A common stock for each LLC Interest so redeemed, in each case, in accordance with the terms of the Brilliant Earth LLC Agreement. The following summarizes the IPO and other transactions: •Issued 9,583,332 shares of Class A common stock, including 1,249,999 shares of Class A common stock from the exercise of the underwriters' overallotment, in exchange for net proceeds of approximately $101.6 million at $12.00 per share, less underwriting discount and offering expenses. •Used net proceeds from the IPO to purchase 8,333,333 newly issued LLC Units for approximately $93.5 million directly from Brilliant Earth, LLC at a price per unit equal to the initial public offering price per share of Class A common stock less underwriting discount. •Used net proceeds from the exercise of the underwriters’ overallotment to purchase an additional 1,249,999 LLC Units from each of the Continuing Equity Owners in the form of a redemption on a pro rata basis for $14.0 million in aggregate at a price per unit equal to the initial public offering price per share of Class A common stock less the underwriting discount; this purchase of LLC Interests resulted in an obligation under the TRA, including the related set-up of deferred tax assets on the TRA and on the temporary basis difference associated with this purchase. •Corresponding cancellation of a total of 1,249,999 shares of Class B common stock and Class C common stock resulting from the purchase of 1,249,999 LLC Units from the Continuing Equity Owners. •Exercise of warrants on convertible preferred units (“Class P Units”) with a carrying value of $6.4 million as of September 22, 2021 (after the mark-to-market adjustment as of the date of exercise) into 534,589 newly issued LLC Units on a net settlement basis, elected at the option of the holder. Risks and Uncertainties – COVID-19 The COVID-19 pandemic remains on-going and continues to impact the global economy. The Company’s financial performance could be adversely impacted by the on-going evolution of the pandemic, including any government-imposed pandemic restrictions. The Company cannot predict the full extent of the impacts of the COVID-19 pandemic on its business, operations, or the global economy as a whole. However, the effects could have a material impact on the Company's results of operations.

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The consolidated financial statements for the periods prior to the Reorganization Transactions and IPO have been presented to combine the previously separate entities. The consolidated financial statements have been prepared in accordance with U.S. GAAP and the applicable rules and regulations of the Securities and Exchange Commission (“SEC”) and reflect the financial position, results of operations and cash flows of the Company. As an emerging growth company (“EGC”), the Company has elected to use extended transition periods available to EGC companies for complying with new or revised accounting standards. These accounting policies have been consistently applied in the preparation of the consolidated financial statements.

Certain reclassifications have been made to prior period amounts to conform to the current presentation. These reclassifications had no impact on net income (loss), cash flows or stockholders’/member’s deficit previously reported.

Principles of Consolidation and Non-Controlling Interest

The assets and liabilities of Brilliant Earth, LLC represent substantially all of the consolidated assets and liabilities of Brilliant Earth Group, Inc. Brilliant Earth Group, Inc., which was established June 2, 2021, has not had any material operations on a standalone basis since its inception, and all of the operations of the Company are carried out by Brilliant Earth, LLC.

The non-controlling interest on the consolidated statement of operations represents the portion of earnings or loss attributable to the economic interest in Brilliant Earth, LLC held by the Continuing Equity Owners. The non-controlling interest on the consolidated balance sheets represents the portion of net assets of the Company attributable to the Continuing Equity Owners, based on the portion of the LLC Interests owned by such unit holders. As of December 31, 2021, the non-controlling interest was 89.9%.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the 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. Estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Some of the more significant estimates include the allowance for sales returns, inventory valuation, useful lives and depreciation of long-lived assets, fair value of equity-based compensation, and prior to the Reorganization Transactions, the warrants and the redemption value of the redeemable Class P Units. Actual results could differ materially from those estimates. On an ongoing basis, the Company reviews its estimates to ensure that they appropriately reflect changes in its business or new information available.

Fair Value Measurements

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. U.S. GAAP prescribes three levels of inputs that may be used to measure fair value:

Level 1 Valuation based on quoted prices (unadjusted) observed in active markets for identical assets or liabilities.

Level 2 Valuation techniques based on inputs that are quoted prices of similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not in active markets; inputs other than quoted prices used in a valuation model that are observable for that instrument; and inputs that are derived from, or corroborated by, observable market data by correlation or other means.

Level 3 Valuation techniques with significant unobservable market inputs.

The Company is required to disclose its estimate of the fair value of material financial instruments, including those recorded as assets or liabilities in its financial statements, in accordance with U.S. GAAP.

Through the date of the IPO, the Class P Units and warrants on Class P Units were the only financial instruments (assets or liabilities) measured at fair value on a recurring basis. As discussed in Note 1, Business and organization, the securities converted into LLC Interests in connection with the IPO and are now classified as equity. The fair value of the Class P Units and the warrants on Class P Units as of September 22, 2021 just before conversion into common LLC Units were $389.2 million and $6.4 million, respectively; these securities are no longer subject to this fair value disclosure. See Note 9, Stockholders’ and Members’ Equity, for further discussion.

The carrying amounts of cash and cash equivalents, restricted cash, accounts payable and accrued expenses and other current liabilities approximate fair value due to their short-term maturities and were classified as Level 1. The carrying value of long-term debt, net of debt issuance costs, also approximates its fair value, which has been

estimated by management based on the consideration of applicable interest rates (including certain instruments at variable or floating rates) and were classified as Level 2. Redeemable Convertible Class P Units and Class P Units underlying warrants were classified as Level 3 until the IPO at which time the securities were converted into LLC Interests.

Concentration of Risk

The Company maintains the majority of its cash and cash equivalents in accounts with major financial institutions within the U.S. in the form of demand deposits, money market accounts, and time deposits. Deposits in these institutions may exceed the amounts of insurance provided, or deposits may not be covered by insurance. The Company has not experienced losses on its deposits of cash and cash equivalents.

The Company’s ability to procure diamonds, gemstones and to produce jewelry is dependent on its relationships with various suppliers. No supplier accounted for more than 10% of inventory purchases in a given year during the years ended December 31, 2021, 2020 and 2019.

Comprehensive Income

Comprehensive income is the change in equity of a business enterprise during a period from transactions and all other events and circumstances from non-owner sources. Other comprehensive income may include unrealized gain (loss) on available for sale securities, foreign currency items, and minimum pension liability adjustments. The Company did not have components of other comprehensive income. As a result, comprehensive income is the same as net income.

Cash and Cash Equivalents, and Restricted Cash

Restricted cash pertains to funds of $0.2 million securing a letter of credit related to a lease at one of the Company’s showroom locations. See Note 12, Commitments and Contingencies, for further discussion.

The following table provides a reconciliation of cash and cash equivalents, and restricted cash from the consolidated balance sheets to the statements of cash flows for the years ended December 31, 2021, 2020 and 2019 (in thousands):


	December 31,
	2021		2020		2019
Cash and cash equivalents	$	172,865	$	66,269	$	40,394
Restricted cash	205		205		204
Total	$	173,070	$	66,474	$	40,598

Inventories, Net

Inventory reserves are recorded for obsolete, slow-moving or defective items and shrinkage. Inventory reserves are calculated as the difference between the cost of inventory and its estimated market value based on factors such as current and anticipated demand, customer preferences and fashion trends, management strategy and market conditions. Due to the Company’s inventory principally consisting of diamonds, gemstones and fine jewelry, the age of the inventories has limited impact on the estimated market value. The Company’s diamonds and gemstones do not degrade in quality over time and diamond and gemstone inventory generally consists of the diamond and gemstone shapes and sizes commonly used in the jewelry industry. Product obsolescence is closely monitored and reviewed by management on an ongoing basis.

Property and Equipment, Capitalized Software and Website Development and Impairment Tests for Long-Lived Assets

Property and equipment are stated at cost less accumulated depreciation. Repairs and maintenance costs are expensed as incurred. Depreciation expense is calculated on a straight-line basis over the estimated useful lives of the related assets. The cost and related accumulated depreciation of assets sold or otherwise disposed of are removed from the accounts and the related gain or loss is reported in the consolidated statements of operations. Estimated useful lives by major asset category are as follows:


Asset			Life (in years)
Computer equipment			3
Equipment			5 - 7
Furniture and fixtures			7
Software and website			3
Leasehold improvements			Shorter of lease term or 10 years

The Company capitalizes costs of initial development of internal-use software and its website, and amortizes such costs on a straight-line basis over the estimated useful life of the software, which is generally three years, once it is available for use. Costs related to the ongoing maintenance of internal-use software and the website are expensed as incurred.

The Company reviews the carrying value of its long-lived assets, including property and equipment, whenever events or changes in circumstances indicate that the carrying value may not be recoverable. To the extent the estimated future cash inflows attributable to the assets, less estimated future cash outflows, are less than the carrying amount, an impairment loss would be recognized. No impairment losses have been recognized during the three years ended December 31, 2021, and as of December 31, 2021, no events or changes in circumstance have been identified that would indicate the carrying value of long-lived assets is not recoverable.

Leases

Assets under lease agreements are accounted for under Accounting Standards Codification (“ASC”) 840, Leases, and are reviewed for capital or operating classification at their inception. The Company’s leases are classified as operating leases under ASC 840 which are recognized as an expense on a straight-line basis over the lease term. In the event that lease incentives are received to enter into operating leases, such incentives are recognized as a liability and recognized as a reduction of the rental expense on a straight-line basis.

Warrants Issued in Connection with Financings

Warrants issued in connection with debt and equity financings are generally accounted for as a component of equity unless the warrants include a conditional obligation to issue a variable number of units among other conditions or there is a deemed possibility that the Company may need to settle the warrants in cash, in which case they are accounted for as non-current liabilities in the consolidated balance sheets.

Debt Issuance Costs

Direct costs incurred on borrowings are capitalized and amortized to interest expense over the contractual term of the related loan using the effective interest method. See Note 8, Long-Term Debt, for further discussion. If the terms of a financing obligation are amended and accounted for as a debt modification by the Company, fees incurred directly with the lending institution are capitalized and amortized over the remaining contractual term using the effective interest method. Fees incurred with other parties are expensed as incurred.

Revenue Recognition

Overview

Net sales primarily consist of revenue from diamond, gemstone and jewelry retail sales and payment is required in full prior to order fulfillment. Delivery is determined to be the time of pickup for orders picked up in showrooms, and for shipped orders, typically within one to two business days after shipment. Credit is not extended to customers except through third-party credit cards or financing offerings. A return policy of 30 days from when the item is picked up or ready for shipment is typically provided; one complimentary resizing for standard ring styles is offered within 60 days of when an order is available for shipment or pickup; a lifetime manufacturing warranty is provided on all jewelry, with the exception of estate and vintage jewelry and center diamonds/gemstones; and a lifetime diamond upgrade program is included on all independently graded natural diamonds. The complimentary resizing, lifetime manufacturing warranty claims and lifetime diamond upgrades have not historically been material. An in-house three-year extended service plan, which provides full inspection, cleaning and certain repairs due to normal wear, is offered for an additional charge. An extended protection plan is also offered through a third party that has different terms ranging from 2 years to lifetime that vary based on the item purchased.

The following table discloses total net sales by geography for the years ended December 31, 2021, 2020 and 2019 (in thousands):


	For the Years Ended December 31,
	2021		2020		2019
United States	$	353,072	$	233,169	$	186,528
International	27,117		18,651		14,815
Total net sales	$	380,189	$	251,820	$	201,343

Revenue Recognition

Revenue is recognized under Financial Accounting Standards Board (“FASB”) ASC 606, Revenue from Contracts with Customers (“ASC 606”). ASC 606 requires that revenue from customers be recognized as control of the promised goods is transferred to customers, which generally occurs upon delivery if the order is shipped, or at the time the customer picks up the completed product at a showroom. Revenue arrangements generally have one performance obligation and are reported net of estimated sales returns and allowances, which are determined based on historical product return rates and current economic conditions. The Company offers an in-house three-year extended service plan, which gives rise to an additional performance obligation, when purchased by the customer, which is recognized over the course of the plan. The Company also offers an extended protection plan in the capacity of an agent on behalf of a third-party that has different terms ranging from two years to lifetime that vary based on the item purchased. The commission that the Company receives from the third-party is recognized at the time of sale less an estimate of cancellations based on historical experience. There are no additional performance obligations in relation to the third-party plan. Additionally, sales taxes are collected and remitted to taxing authorities, and the Company has elected to exclude sales taxes from revenues recognized under ASC 606.

Contract Balances

Transactions where payment has been received from customers, but control has not transferred, are recorded as customer deposits in deferred revenue and revenue recognition is deferred until delivery has occurred. Deferred revenue also includes payments on the Company’s three-year extended service plan that customers have elected to purchase. As of December 31, 2021 and December 31, 2020, total deferred revenue was $19.0 million and $11.0 million, respectively, of which $0.2 million and $0.2 million, respectively, were included within other long-term liabilities in the consolidated balance sheets. During the years ended December 31, 2021, 2020 and 2019, the Company recognized $9.6 million, $8.1 million, and $5.9 million, respectively, of revenue that was deferred as of the last day of the respective prior year.

Sales Returns and Allowances

A returns asset account and a refund liabilities account are maintained to record the effects of estimated product returns and sales returns allowance. Returns asset and refund liabilities are updated at the end of each financial reporting period and the effect of such changes are accounted for in the period in which such changes occur.

The Company estimates anticipated product returns in the form of a refund liability based on historical return percentages and current period sales levels, and accrues a related returns asset for goods expected to be returned in salable condition less any expected costs to recover such goods, including return shipping costs that the Company may incur.

As of December 31, 2021 and December 31, 2020, refund liabilities balances were $2.3 million and $2.3 million, respectively, and are included as a provision for sales returns and allowances within accrued expenses and other current liabilities in the consolidated balance sheets. As of December 31, 2021 and December 31, 2020, returns asset balances were $1.1 million and $1.2 million, respectively, and are included within prepaid expenses and other current assets in the consolidated balance sheets. See Note 6, Accrued Expenses and Other Current Liabilities, for further discussion.

Fulfillment Costs

The Company generally does not bill customers separately for shipping and handling charges. Any fulfillment costs incurred by the Company when shipping to customers is reflected in cost of sales in the consolidated statements of operations.

Consignment Inventory Sales

Sales of consignment inventory are presented on a gross sales basis as control of the merchandise is maintained through the point of sale. The Company also provides independent advice, guidance and after-sales service to customers. Consigned products are selected at the discretion of the Company, and the determination of the selling price as well as responsibility of the physical security of the products is maintained by the Company. The products sold from consignment inventory are similar in nature to other products that the Company sells to customers and are sold on the same terms.

Cost of Sales

The Company purchases diamonds and gemstones from suppliers and utilizes third-party manufacturing suppliers for the production and assembly of substantially all jewelry sold by the Company. Cost of sales includes merchandise costs, inbound freight charges, costs of shipping orders to customers, costs and reserves for disposal of obsolete, slow-moving or defective items and shrinkage.

Selling, General and Administrative Expenses

merchant processing fees, certain facility-related costs, customer service, technology and depreciation expenses, as well as professional fees and other general corporate expenses.

Marketing, advertising and promotional costs are expensed as incurred and totaled approximately $74.4 million, $47.1 million and $57.1 million, for the years ended December 31, 2021, 2020 and 2019, respectively.

Foreign Currency Transactions

Gains or losses resulting from foreign currency transactions are included within other expense, net in the consolidated statements of operations. For the years ended December 31, 2021, 2020 and 2019, losses from foreign currency transactions were $0.5 million, $0.3 million and $0.3 million, respectively.

Offering Costs

The Company capitalizes certain legal, accounting and other third-party fees that are directly related to an anticipated equity financing until such transaction is consummated. After consummation of an equity financing, these costs are recorded as a reduction of the proceeds received. Should a planned equity financing be abandoned, terminated or significantly delayed, the deferred offering costs are immediately written off to operating expenses in the consolidated statements of operations in the period of determination.

Equity-Based Compensation

Equity-based compensation is accounted for as an expense in accordance with ASC Topic 718, Compensation - Stock Compensation, with the fair value recognition and measurement provisions of U.S. GAAP which requires compensation cost for the grant-date fair value of equity-based awards to be recognized over the requisite service period. The Company uses the straight-line method to amortize all stock awards granted over the requisite service period of the award. The Company accounts for forfeitures when they occur, and any compensation expense previously recognized on unvested equity-based awards will be reversed when forfeited.

The fair value of awards of restricted LLC Units is based on the fair value of the member unit underlying the awards as of the date of grant. The fair value of the underlying member units (referred to as Class M Units prior to conversion to common LLC Units in the IPO on a value-for-value basis) for grants prior to the Company’s IPO in September 2021 was determined by considering a number of objective, subjective and highly complex factors including independent third-party valuations of the Company’s member units, operating and financial performance, the lack of liquidity of member units and general and industry specific economic outlook among other factors.

The fair value of restricted stock units (“RSUs”) is based on the fair value of the Class A common stock at the time of grant.

The fair value of option-based awards is estimated using the Black-Scholes valuation model. The Black-Scholes model requires the use of highly subjective and complex assumptions, including the option’s expected term and the price volatility of the underlying stock. For inputs into the Black-Scholes model, the expected stock price volatility for the common stock is estimated by taking the average historic price volatility for industry peers based on daily price observations over a period equivalent to the expected term of the stock option grants. Industry peers consist of several public companies in the Company’s industry which are of similar size, complexity and stage of development. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury implied yield at the date of grant. The Company has elected to use the “simplified method” to determine the expected term, which is the midpoint between the vesting date and the end of the contractual term, because it has insufficient history upon which to base an assumption about the term; the Company believes the simplified method approximates a term if it were to be based on expected life. The expected dividend yield is nil as the Company has not paid and does not anticipate paying dividends on its common stock.

Member Units

Member units were assessed at issuance or when the terms were changed or modified for classification (as liabilities, temporary equity, or permanent equity), and for embedded conversion and redemption features requiring bifurcation. The Class F Units (“Class F Units”) and Class M Units meet the criteria for classification as permanent equity. As discussed in Note 9, Stockholders’ and Members’ Equity, the Class P Units were classified as temporary equity and

adjusted each reporting period to their redemption value.

Under the LLC Agreement, the holder of any Class P Units had the right at any time, at such holder’s option,

to convert any such Class P Units into Class F Units on a one-to-one basis. Included in the conversion formula was a down round feature which provided the P Unitholder with protection if at any time after the original issuance of the Class P Units, the Company shall issue any Class F or Class M Units, for a consideration per unit less than the applicable conversion price in effect immediately prior to the issuance of such Class F or Class M Units, such Conversion Price shall be decreased based on a formula as described. The embedded conversion feature including down round protection qualifies for an exception under the derivative rules for bifurcation and all proceeds from issuance were allocated to the P Units.

Distributions to Members

The LLC Agreement provides for the distribution of cash in defined amounts sufficient to fund member income tax liabilities.

Income Taxes

Brilliant Earth Group, Inc. accounts for its income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. In assessing the realizability of deferred tax assets, management considers whether it is more-likely-than-not that the deferred tax assets will be realized. Deferred tax assets and liabilities are calculated by applying existing tax laws and the rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the year of the enacted rate change.

Uncertainty in income taxes is accounted for using a recognition and measurement threshold for tax positions taken or expected to be taken in a tax return, which are subject to examination by federal and state taxing authorities. The tax benefit from an uncertain tax position is recognized when it is more likely than not that the position will be sustained upon examination by taxing authorities based on the technical merits of the position. The amount of the tax benefit recognized is the largest amount of the benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The effective tax rate and the tax basis of assets and liabilities reflect management’s estimates of the ultimate outcome of various tax uncertainties. The Company recognizes penalties and interest related to uncertain tax positions within the provision (benefit) for income taxes line in the consolidated statements of operations. As of December 31, 2021, no uncertain tax positions have been recorded. The Company will continue to monitor this position each interim period.

Recent Accounting Pronouncements

Recently Adopted Accounting Pronouncements

In August 2018, the FASB issued ASU 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. The intent of the standard is to reduce diversity in practice in accounting for the costs of implementing cloud computing arrangements that are service contracts. Under the new standard, entities will be required to apply the accounting guidance as prescribed by ASC 350-40, Internal Use Software, in determining which implementation costs should be capitalized as assets or expensed as incurred.

The internal-use software guidance requires the capitalization of certain costs incurred during the application development stage of an internal-use software project, while requiring companies to expense all costs incurred during preliminary project and post-implementation project stages. The standard may be applied either

prospectively to all implementation costs incurred after the adoption date or retrospectively. ASU 2018-15 is effective for the Company beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. Early adoption is permitted, including adoption in any interim period for which financial statements have not been issued. Application of the amendments can be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. The Company adopted this guidance as of October 1, 2021, prospectively, which did not have a material impact on the Company's consolidated financial statements.

Accounting Pronouncements Issued but Not Yet Adopted

In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02 – Leases, which was amended in January 2018 and requires an entity that leases assets to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. Leases will be classified as either financing or operating, similar to current accounting requirements, with the applicable classification determining the pattern of expense recognition in the statement of earnings. The Company elected to adopt the ASU in the first quarter of 2022 by applying its provisions prospectively and no transition adjustment is expected to be recognized as of January 1, 2022. The Company also expects to elect the package of practical expedients permitted under the transition guidance, which provides that an entity need not reassess: (i) whether any expired or existing contracts are or contain leases, (ii) the lease classification for any expired or existing leases, and (iii) initial direct costs for any existing leases. The Company anticipates recording lease assets and liabilities between approximately $17.0 million to $20.0 million on its consolidated balance sheets, with no material impact to its consolidated statements of operations. However, the ultimate impact of adopting ASU 2016-02 will depend on the Company’s lease portfolio as of the adoption date.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments (Topic 326), with additional amendments issued subsequently. Topic 326 changes the impairment model for most financial assets. The new model uses a forward-looking expected loss method, which will generally result in earlier recognition of allowances for losses. Topic 326 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact of the adoption of Topic 326 but does not expect the adoption of the standard to have a material impact on the Company's consolidated financial statements.

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which modifies ASC 740 to reduce complexity while maintaining or improving the usefulness of the information provided to users of financial statements. ASU 2019-12 is effective for the Company for interim and annual reporting periods beginning after December 15, 2021. The Company is currently assessing the impact of ASU 2019-12 but does not expect the adoption of this guidance to have a material impact on the Company's consolidated financial statements.

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts, hedging relationships, and other transactions that reference the London Inter-bank offered rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. The standard is effective for all entities as of March 12, 2020 through December 31, 2022 and may be elected over time as reference rate reform activities occur. The Company plans to apply the amendments in this update to account for any contract modifications that result from changes in the reference rate used. The Company is currently evaluating the impact, but does not expect this guidance to have a material impact on the Company's consolidated financial statements.

Earnings Per Share

12 Months Ended

Dec. 31, 2021

Earnings Per Share [Abstract]

Earnings Per Share

EARNINGS PER SHARE

Basic earnings per share is computed by dividing net income applicable to Brilliant Earth Group, Inc. by the weighted average shares of Class A common stock outstanding (and Class D common stock if outstanding) during the period. Diluted earnings per share is computed by adjusting the net income available to Brilliant Earth Group, Inc. and the weighted average shares outstanding to give effect to potentially dilutive securities. Shares of Class B and Class C common stock are not entitled to receive any distributions or dividends and are therefore excluded from this presentation since they are not participating securities.

All earnings prior to September 23, 2021, the date of the IPO, were entirely allocable to the non-controlling interest and, as a result, earnings per share information is not applicable for reporting periods prior to this date. Consequently, only earnings per share for net income for periods subsequent to September 22, 2021 are presented.

Basic and diluted earnings per share of common stock for the period from September 23, 2021 to December 31, 2021 have been computed as follows (in thousands, except share and per share amounts):


	For the period September 23, 2021 to December 31, 2021
Numerator:
Net income attributable to Brilliant Earth Group, Inc., BASIC	$	1,528
Add: Net income impact from assumed redemption of all LLC Units to common stock	10,736
Less: Income tax expense on net income attributable to NCI at 25.7%	(2,755)
Net income attributable to Brilliant Earth Group, Inc., after adjustment for assumed conversion, DILUTED	$	9,509

Denominator:
Weighted average shares of common stock outstanding, BASIC	9,590,443
Dilutive effects of:
Vested LLC Units that are exchangeable for common stock	85,105,060
LLC Units, RSUs and stock options	2,045,918
Weighted average shares of common stock outstanding, DILUTED	96,741,421

BASIC earnings per share	$	0.16
DILUTED earnings per share	$	0.10

Net income attributable to the non-controlling interest added back to net income in the fully dilutive computation has been adjusted for income taxes which would have been expensed had the income been recognized by Brilliant Earth Group, Inc., a taxable entity. The weighted average common shares outstanding in the diluted computation per share assumes all outstanding LLC Units are converted and the Company will elect to issue shares of common stock upon redemption rather than cash-settle.

For the period from September 23, 2021 to December 31, 2021, the dilutive impact of LLC Units convertible into common stock were included in the computation of diluted earnings per share under the if-converted method; the dilutive impact of unvested LLC Units, RSUs and stock options were included using the treasury stock method.

Inventories, Net

12 Months Ended

Dec. 31, 2021

Inventory Disclosure [Abstract]

Inventories, Net

INVENTORIES, NET

Inventories, net consist of the following (in thousands):


	December 31,
	2021		2020
Loose diamonds	$	9,013	$	4,938
Fine jewelry and other	15,990		8,863
Allowance for inventory obsolescence	(260)		(242)
Total inventories, net	$	24,743	$	13,559

The allowance for inventory obsolescence consists of the following (in thousands):


	December 31,
	2021		2020		2019
Balance at beginning of period	$	(242)	$	(169)	$	(145)
Change in allowance for inventory obsolescence	(18)		(73)		(24)
Balance at end of period	$	(260)	$	(242)	$	(169)

Provisions for inventory obsolescence included in cost of sales in the consolidated statements of operations were less than $0.1 million for the years ended December 31, 2021, 2020 and 2019, respectively.

As of December 31, 2021 and December 31, 2020, the Company had $16.9 million and $11.7 million, respectively, in consigned inventory held on behalf of suppliers which is not recorded in the consolidated balance sheets.

Property and Equipment, Net

12 Months Ended

Dec. 31, 2021

Property, Plant and Equipment [Abstract]

Property and Equipment, Net

PROPERTY AND EQUIPMENT, NET

Property and equipment, net, consist of the following (in thousands):


	December 31,
	2021		2020
Computer equipment	$	131	$	159
Equipment	1,064		351
Furniture and fixtures	880		311
Software and website	338		29
Leasehold improvements	6,743		3,285
Construction in progress	700		159
Gross property and equipment	9,856		4,294
Less: accumulated depreciation	(3,124)		(2,308)
Total property and equipment, net	$	6,732	$	1,986

Total depreciation expenses were approximately $0.9 million, $0.6 million, and $0.6 million for the years ended December 31, 2021, 2020 and 2019, respectively.

Accrued Expenses and Other Current Liabilities

12 Months Ended

Dec. 31, 2021

Payables and Accruals [Abstract]

Accrued Expenses and Other Current Liabilities

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consist of the following (in thousands):


	December 31,
	2021		2020
Accrued vendor expenses	$	9,563	$	5,409
Inventory received not billed	4,648		3,893
Accrued payroll expenses	4,498		1,515
Sales and other tax payable accrual	4,229		2,612
Provision for sales returns and allowances	2,338		2,341
Other	3,480		1,348
Total accrued expenses and other current liabilities	$	28,756	$	17,118

Included in accrued expenses and other current liabilities is a provision for sales returns and allowances. Returns are estimated based on past experience and current expectations and are recorded as an adjustment to revenue. Activity for the years ended December 31, 2021, 2020 and 2019 was as follows (in thousands):


	December 31,
	2021		2020		2019
Balance at beginning of period	$	2,341	$	1,339	$	448
Provision	15,329		16,712		13,346
Returns and allowances	(15,332)		(15,710)		(12,455)
Balance at end of period	$	2,338	$	2,341	$	1,339

Leases

12 Months Ended

Dec. 31, 2021

Leases [Abstract]

Leases

LEASES

The Company leases its showrooms and headquarters office space under operating leases. The fixed, non-cancelable terms of our real estate leases are generally 5-10 years and typically include renewal options. Most of the real estate leases require payment of real estate taxes, insurance and certain common area maintenance costs in addition to future minimum lease payments.

As of December 31, 2021, no renewal option periods were included in the estimated minimum lease terms as the options were not deemed to be reasonably certain to be exercised. The depreciable life of assets under lease and leasehold improvements are limited by the expected lease term.

During the year ended December 31, 2021, the Company entered into new lease agreements and amended certain existing leases to extend their terms.

Total operating lease expense recorded in selling, general and administrative expenses in the consolidated statements of operations were $3.3 million, $2.5 million and $1.9 million for the years ended December 31, 2021, 2020 and 2019, respectively.

The aggregate future minimum lease payments under long-term non-cancelable operating leases, where the Company has taken physical possession of or has control of the physical use of these leased properties, as of December 31, 2021 are as follows (in thousands):


	Amount
Years ending December 31,
2022	$	3,507
2023	3,680
2024	3,530
2025	3,449
2026	3,103
Thereafter	7,897
Total minimum lease payments	$	25,166

Long-Term Debt

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

Long-Term Debt

LONG-TERM DEBT

The following table summarizes the net carrying amount of the Term Loan (as defined below) as of December 31, 2021 and December 31, 2020, net of debt issuance costs (in thousands):


	December 31, 2021						December 31, 2020
	Outstanding principal		Debt issuance costs		Net carrying amount		Outstanding principal		Debt issuance costs		Net carrying amount
Term loan	$	65,000	$	(1,422)	$	63,578	$	65,000	$	(2,789)	$	62,211
Total debt	$	65,000	$	(1,422)	$	63,578	$	65,000	$	(2,789)	$	62,211

Current portion	$	30,789	$	—	$	30,789	$	—	$	—	$	—
Long term	34,211		(1,422)		32,789		65,000		(2,789)		62,211
Total debt	$	65,000	$	(1,422)	$	63,578	$	65,000	$	(2,789)	$	62,211

The Company entered into a Loan and Security Agreement (the “Term Loan Agreement”) on September 30, 2019 with Runway Growth Credit Fund Inc. (the “Lender”) for a $40.0 million term loan, of which $35.0 million was defined as the First Tranche Term Loan and $5.0 million was the Second Tranche Term Loan. The $35.0 million First Tranche Term Loan was drawn on September 30, 2019. Payments were interest only through October 15, 2021 (first scheduled amortization payment) after which equal monthly payments of principal were due through April 15, 2023 (maturity date). Interest was at a variable rate equal to LIBOR (floor of 2.15%) plus 8.25%.

The Term Loan (the “Term Loan”) under the Term Loan Agreement is secured by substantially all assets of the Company, and the Company is required to comply with certain covenants, including a covenant that requires the Company to reach certain minimum liquidity requirements of cash and cash equivalents as defined in the Term Loan Agreement. Prepayment fees of 3.00% declining to 0.00% were provided based on the anniversary date of payment.

Debt issuance costs of $2.6 million were capitalized and are being amortized to interest expense as an adjustment to yield using the effective interest method. Included in the debt issuance costs is the present value of a $1.6 million final payment due on April 15, 2023 (the “Final Payment”) which is being accreted to full value over the term.

In connection with the origination of the Term Loan Agreement, a warrant for 333,333 Class P Units was issued. The fair value of the warrant was $0.1 million at the time of issuance which was accounted for as a debt origination cost (contra-liability). The warrants had a carrying value of $6.4 million as of September 22, 2021 (after the mark-to-market adjustment as of the date of exercise) and were converted upon exercise into 534,589 newly issued LLC Units on a net settlement basis, elected at the option of the holder.

On December 17, 2020, the Company entered into a First Amendment to the Term Loan Agreement with the Lender (the “First Amendment”) to expand the Second Tranche Term Loan from $5.0 million to $30.0 million for a total commitment of $65.0 million. Up to $30.0 million of the proceeds from the Second Tranche Term Loan could be distributed to the holders of the equity interests within 90 days of closing. Other modifications in the First Amendment include:

•Closing fee of $0.3 million related to this new facility;

•Reduction in the LIBOR Floor on the entire facility from 2.15% to 1.00% (effective interest rate reduced from 10.40% to 9.25% based on LIBOR);

•Extension of the maturity to October 15, 2023;

•Extension of the interest-only period by 6 months (first scheduled amortization payment on April 15, 2022);

•Allowance of quarterly tax distributions to members;

•Extension of the prepayment term trigger dates by 6 months;

•Modification of the Final Payment, as defined, to include the present value of an additional $1.4 million, which represents the incremental increase in the Final Payment due to the increase in the Term Loan principal, and an additional $0.2 million, which are included in the debt issuance costs and are being accreted to full value as an adjustment to the interest rate; and

•Issuance of 25,000 new warrants to the Lender with an exercise price of $10.00 per Unit with a term of 10 years. These warrants were accounted for using a similar methodology to the valuation of the original warrants discussed above, and the fair value was determined to be less than $0.1 million. The warrants were converted into LLC Units at the time of the IPO.

On August 6, 2021, a second amendment was executed primarily to allow for contributions to the Brilliant Earth Foundation. On August 29, 2021, a third amendment was executed to among other matters, permit the Reorganization Transactions that were consummated by the Company in connection with the Up-C structure of the IPO transaction and reduce the variable interest rate from 8.25% to 7.75%; and the LIBOR Floor from 1.00% to 0.50%. The amendments were treated as debt modifications for accounting purposes.

The effective interest rate was 11.68%, 13.01%, and 11.90% for the years ended December 31, 2021, 2020, and 2019, respectively. Interest expense was $5.9 million, $3.8 million and $2.0 million; and the amortization of deferred issuance costs was $1.7 million, $1.1 million and $0.3 million for the years ended December 31, 2021, 2020, and 2019, respectively. The Company was in compliance with all covenants as of December 31, 2021.

As of December 31, 2021, the aggregate future principal payments under the Term Loan, including the Final Payment payable to the lender, are as follows (in thousands):


	Principal		Final payment		Total
Years ending December 31,
2022	$	30,789	$	—	$	30,789
2023	34,211		3,151		37,362
Total aggregate future principal payments	$	65,000	$	3,151	$	68,151

Note under Paycheck Protection Program

In April 2020, in connection with the significant negative business impact of the COVID-19 pandemic, the Company applied for and received a $2.7 million PPP Loan under the CARES Act that bore interest at 1.00% per annum. The Company elected to repay the PPP Loan in full early during the year ended December 31, 2020, including interest expense of less than $0.1 million.

Note Payable with Related Parties

Prior to January 1, 2019, the Company entered into a Note Purchase Agreement representing an aggregate $11.0 million in secured promissory notes due November 2020 at 10.00% interest per annum payable quarterly. The holders of these notes were investors in or affiliates of investors in the entity, which consisted of the Company’s principal outside equity investors, holding all the Class P Units. The promissory notes were repaid in September 2019 in connection with the Term Loan Agreement. Interest expense, related to these notes, was $1.0 million for the year ended December 31, 2019.

Stockholders' Equity and Members Units Including Redeemable Convertible Class P Units

12 Months Ended

Dec. 31, 2021

Equity [Abstract]

Stockholders' Equity and Members Units Including Redeemable Convertible Class P Units

STOCKHOLDERS’ EQUITY AND MEMBERS UNITS INCLUDING REDEEMABLE CONVERTIBLE CLASS P UNITS

Member Units

As discussed in Note 1, Business and Organization, Conversion of Class F, P and M Units at Time of IPO, the number of Class F, P and M Units presented in these financial statements for periods prior to the IPO have been retroactively adjusted to reflect the conversion ratios of 1.8942, 1.9080 and 1.7735 for the Class F Units, P Units and M Units, respectively. At September 22, 2021, the following summarizes the Company’s units authorized, issued

and outstanding:


	Units authorized	Units issued and outstanding
Class F Units	50,954,445	50,232,863
Class P Units	33,162,444	32,435,595
Class M Units	7,791,744	3,904,237

Prior to the restructuring, offering and other transactions completed in connection with the IPO, the business and affairs of the Brilliant Earth, LLC were managed by a board. The Class F Unit holders elected four members and the Class P Unit holders elected three members to the board. The Class F Units and the Class P Units were voting units and the unit holders voted together as a single class on an as-converted basis. The Class M Units were non-voting Units.

Under the LLC Agreement prior to the restructuring, offering and other transactions completed in connection with the IPO, distributions were made to the Members in the following order and priority:

•First, ratably among the holders of the Class P Units, until each holder of Class P Units has received an aggregate amount per unit equal to the Original Class P Purchase Price;

•Second, ratably among the holders of the Class F Units until the holders of the Class F Units have received an aggregate amount per unit equal to the Original Class P Purchase Price; and

•Third, ratably among the holders of the Class F Units, the Class P Units (treating each Class P Unit as the number of Class F Units into which it is then convertible) based on the total outstanding Units held by each Member and the Class M Units which participate only upon the occurrence of certain events as described in the LLC Agreement.

Distributions using reasonable efforts are allowed to provide cash for payment of income tax obligations which are treated as advance payment of distributions on liquidation and prior to liquidation.

Allocation of profits and losses to the classes of member units were determined by Brilliant Earth, LLC based on the provisions in the LLC Agreement. Under the Agreement, cumulative net losses were allocated to the F Units;

subsequent net income was allocated to the Class F Units until cumulative net losses have been recovered. Thereafter, net income was allocated pro rata to the Class P Units and Class F Units based on their relative percent of capital. The Class M Units share only in cumulative net profits in excess of thresholds determined on the date of grant.

Through December 31, 2019, cumulative net losses were allocated to the Class F Units. For the year ended December 31, 2020, net income of $11.3 million was allocated to the Class F Units to recover previous cumulative net losses and the balance of $10.3 million was allocated pro rata to the Class F and Class P Units and no net income was allocable to the Class M Units. For the period ended September 22, 2021, net income of $14.0 million was allocated pro rata to the Class F and Class P Units and no net income was allocable to the Class M Units.

Notwithstanding anything to the contrary in the LLC Agreement, in December 2020, the requisite members and the board of the Company agreed to make a special/specified distribution to the Members holding Class P Units and Class F Units on a one-time basis in the amounts of $10.0 million and $20.0 million, respectively, using proceeds from a loan refinancing. This distribution was treated as an advance of, and was offset against, future distributions to be made under the LLC Agreement to such Specified Member.

Redeemable Convertible Class P Units and Classification as Temporary Equity Carried at Redemption Value

The Class P Units had an embedded conversion feature which allowed the holders, at their option, to convert Class P Units into Class F Units on a one-for-one basis. The units also had an embedded redemption feature which was included in an investor rights agreement and was an integral part of the LLC Agreement that allowed the Class P Unit holders to “put” any or all of their units to the Company for settlement in cash currently, or if the Company was unable to satisfy the put in accordance with the investor rights agreement, over time under a senior secured promissory note with interest and principal due over two years. The repurchase price was the greater of the fair market value of the member units or the original purchase price less previous distributions, excluding tax distributions. The conversion and redemption features were evaluated under the guidance in ASC 815-10, and the Company determined that bifurcation was not required.

The Class P Units were classified as temporary equity until such time as the conditions are removed or lapse, since the redemption feature is beyond the control of Brilliant Earth, LLC. Since the redemption feature was exercisable, the Class P Units were adjusted each reporting period to their redemption value through a reclassification from the carrying value of the Class F Units to the carrying value of the Class P Units for the change in the period.

As discussed below, the carrying value of the redeemable convertible preferred units was increased by $327.2 million for the period ended September 22, 2021, decreased by $8.5 million for the year ended December 31, 2020, and increased by $18.3 million for the year ended December 31, 2019.

Warrants for Class P units and Fair Value Disclosures

As discussed in Note 1, Business and Organization, Summary of the Restructuring, Offering and Other Transactions Completed in Connection with the IPO, warrants were exercised to Class P Units into newly issued LLC Units on a net settlement basis as of September 22, 2021. Warrants for Class P Units consisted of the following as of September 22, 2021:


Number of units under warrants	Issue date	Expiration date	Exercise price	Fair value per warrant on issue date
497,292	9/30/2019	9/30/2029	$3.52	$0.17
37,297	12/17/2020	12/17/2030	$6.70	$0.01
534,589

Warrants for Class P Units were issued to the Lender in connection with borrowings. The fair value on the date of issue is recorded as a debt issuance cost (contra-liability) and a liability because the Class P Units underlying the warrants were classified outside of members’ deficit. The fair value of warrants was remeasured each reporting period using Level 3 inputs with the increase or decrease charged to other income or expense in the consolidated statements of operations. Fair value remeasurements during the period ended September 22, 2021 and for the years ended December 31, 2020 and 2019 are discussed below.

Fair Value Measurement for Class P Unit Redemption Value, Warrants Exercisable into Class P

Units, and Valuation as of the Grant Date of Class M Units

Measurements of the redemption value of the Class P Units, the fair value of warrants that were exercisable into Class P Units, and the valuation as of the grant date of Class M Units were the responsibility Brilliant Earth, LLC with assistance from independent third-party valuations.

Measurements of the redemption value of the Class P Units and the fair value warrants exercisable into Class P Units were determined in accordance with ASC 820, Fair Value Measurements. The objective of fair value measurements is estimation of an exit price from the perspective of a market participant that holds the asset or owes the liability. As such, unobservable inputs reflect market participant assumptions about risk, both in terms of the inherent risks in a valuation technique, as well as the inputs to that valuation technique. Although unobservable inputs used in determining the fair value by market participants may consider Brilliant Earth, LLC's own data, the metrics are not entity-specific because they do not incorporate the asset’s current use or any specific advantages or disadvantages Brilliant Earth, LLC derives from the asset.

Measurements of the grant date fair value of Class M Units were determined in accordance with ASC 718, Compensation – Stock Compensation. ASC 718 defines fair value as the amount at which asset (or liability) could be bought (or incurred) or sold (or settled) in a current transaction between willing parties, that is, other than a forced or liquidated sale, and excludes the effect of certain conditions, restrictions and other features that would be considered in a true fair value measurement.

For the six months ended June 30, 2021 and years ending December 31, 2020 and 2019, fair value measurements were based on an estimate of the implied equity value of the Company using a combination of guideline public company analysis, a guideline transaction analysis, and a discounted cash flows analysis, with a 33.3% weighting given to each method. The enterprise value was then adjusted for cash and interest-bearing debt to determine equity value. In determining fair value for the relevant period, the aggregate equity value for the Company was then allocated to each instrument with consideration given to the preferences of each class of units using a hypothetical distribution of value (commonly referred to as the “waterfall”). Then, the allocation to the fair value on the grant date for Class M Units were further adjusted using the Black-Scholes option pricing model.

For the period from July 1, 2021 to September 22, 2021, the enterprise value determined using the method described in the preceding paragraph was further adjusted to reflect the potential for an exit event based on the contemplated initial public offering using a guideline company analysis. The derived equity value was then allocated to each instrument as described in the preceding paragraph. Key inputs included valuations of guideline companies and transactions. The guideline company and transaction methods also considered a control premium. The discounted cash flow analysis included estimates of the Company's future financial performance discounted at a rate that

considered the cost of capital and venture capital required rates of return studies. All inputs were Level 3 in the fair value hierarchy. Level 3 inputs into the Black-Scholes model to Class M Units included the expected price volatility estimated by taking the average historic price volatility for industry peers consisting of several public companies in our industry that are of similar size, complexity, and stage of development and the risk-free interest rate for the expected term of the grant. All Class M Units were converted into Common LLC Units at the time of the IPO and ceased to exist as of September 22, 2021, and therefore, were no longer remeasured at fair value.

The quantitative information about certain significant Level 3 unobservable inputs for the three valuation methods and for Black-Scholes are summarized as follows:


	Periods ended
	September 22,	December 31,
	2021	2020	2019
Guideline company and transaction analysis:
Control premium	20.00%	20.00%	20.00%
Discounted cash flow analysis:
Discount rate	22.00%	22.00% to 25.00%	25.00%
Option pricing model inputs for warrants and Class M Units:
Volatility	40.00%	45.00%	35.00%
Time to Liquidity in years	0.8 to 1.0	1.2 to 1.5	2.4
Risk free rate	0.07%	0.10%	1.60%
Discount for lack of marketability	7.50% to 10.00%	12.00% to 15.00%	18.00%

The fair value amounts using Level 3 inputs from January 1, 2019 through September 22, 2021 were as follows (in thousands):


	Class P Unit redemption value		Class P Unit warrant liability
Balance, January 1, 2019	$	62,579	$	—
Increase/decrease	18,250		83
Balance, December 31, 2019	80,829		83
Special distributions to members	(10,000)		—
Net income allocable to Class P Units	3,997		—
Increase/decrease	(8,499)		1
Balance, December 31, 2020	66,327		84
Tax distributions to members	(9,755)		—
Net income allocable to Class P Units prior to the Reorganization Transaction and IPO	5,466		—
Increase/decrease	327,189		6,331
Reorganization Transactions	(389,227)		(6,415)
Balance, September 22, 2021	$	—	$	—

The increase in the fair market value of the Class P Unit warrant liability was $6.3 million and recorded in other expense, net in the consolidated statements of operations for the year ended December 31, 2021.

Application of these approaches involves the use of estimates, judgments and assumptions that are highly complex and subjective, such as those regarding expected future company financial performance, discount rates, valuations and selection of comparable companies, and the probability of possible future events. Changes in any or all these estimates and assumptions or the relationships between those assumptions impact the Company’s valuations as of each valuation date and may have a material impact on the valuation of Class P Units.

Summary Capitalization

The following summarizes the capitalization and voting rights of the Company’s classes of equity as of December 31, 2021:


	Authorized	Issued & Outstanding	Votes per share	Economic Rights
Preferred stock	10,000,000	None

Common stock:
Class A	1,200,000,000	9,614,523	1	Yes
Class B	150,000,000	35,658,013	1	No
Class C	150,000,000	49,505,250	10	No
Class D	150,000,000	None	10	Yes

Common stock reserved for issuances:
Conversion of LLC Units		85,163,263
Unvested LLC Units		1,901,977
Unvested RSUs		1,377,728
Stock options		1,449,181

Common LLC Units		85,163,263	No	Yes

The Board of Directors is authorized to direct the Company to issue shares of preferred stock in one or more series and the discretion to determine the number and designation of such series and the powers, rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, of each series of preferred stock. Through December 31, 2021, no series of preferred stock have been issued.

Shares of Class B and Class C common stock are not entitled to receive any distributions or dividends other than in connection with a liquidation and have no rights to convert into Class A common stock or Class D common stock, separate from an exchange or redemption of the LLC Interests corresponding to such shares of Class B common stock or Class C common stock, as applicable, as discussed below under Brilliant Earth, LLC. When a common unit is redeemed for cash or Class A or D common stock by a Continuing Equity Owner who holds shares of Class B common stock or Class C common stock, such Continuing Equity Owner will be required to surrender a share of Class B common stock or Class C common stock, as applicable, which will be cancelled for no consideration.

The Company must, at all times, maintain (i) a one-to-one ratio between the number of shares of Class A common stock issued to Brilliant Earth Group, Inc. and the number of LLC Interests owned by Brilliant Earth Group, Inc., and (ii) maintain a one-to-one ratio between the number of shares of Class B and Class C common stock owned by the Continuing Equity Owners and the number of LLC Interests owned by them.

The different classes of common stock as of December 31, 2021, are held as follows:

•9,614,523 shares of Class A common stock were issued in the IPO, and through subsequent conversion of LLC Units and vesting of RSUs;

•35,658,013 shares of Class B common stock are held by the Continuing Equity Owners excluding the Founders; and

•49,505,250 shares of Class C common stock are held by the Founders.

Class C and D common stock may only be held by the Founders and their respective permitted transferees. No shares of Class D common stock are outstanding, but may be issued in connection with an exchange by the Founders of their LLC Interests (along with an equal number of shares of Class C common stock and such shares shall be immediately cancelled).

Brilliant Earth, LLC

Brilliant Earth Group, Inc. holds a 10.1% economic interest in, and consolidates Brilliant Earth, LLC, as the sole managing member. As of December 31, 2021, 9,614,523 shares of Class A common stock are outstanding. The remaining 85,163,263 shares of Class B and Class C common stock (also referred to as LLC units), representing an 89.9% interest, are held by the Continuing Equity Owners and presented in the consolidated financial statements as a non-controlling interest.

The organization agreements include a provision for the Continuing Equity Owners, subject to certain exceptions from time to time at each of their option, to require Brilliant Earth, LLC to redeem all or a portion of their LLC Units in exchange for, at the Company’s election, newly-issued shares of Class A common stock or Class D common stock, as applicable, on a one-for-one basis or, at the Company's election, a cash payment equal to a volume weighted average market price of one share of Class A common stock for each LLC Interest so redeemed, in each case, in accordance with the terms of the Brilliant Earth LLC Agreement. The redemption feature qualifies for an exception from derivative accounting and, accordingly, its value is not bifurcated from the underlying LLC Unit.

Issuance of Additional LLC Units

Under the LLC Agreement, the Company is required to cause Brilliant Earth, LLC to issue additional LLC Interests to the Company when the Company issues additional shares of Class A common stock. Other than as it relates to the issuance of Class A common stock in connection with an equity incentive program, the Company must contribute to Brilliant Earth, LLC net proceeds and property, if any, received by the Company with respect to the issuance of such additional shares of Class A common stock. The Company must cause Brilliant Earth, LLC to issue a number of LLC Interests equal to the number of shares of Class A common stock issued such that, at all times, the number of LLC Interests held by the Company equals the number of outstanding shares of Class A common stock.

Between September 23, 2021 and December 31, 2021, the Company caused Brilliant Earth, LLC to issue to the Company a total of 9,583,332 LLC Units in connection with the issuance of Class A common stock in the IPO and 3,138 LLC Units for RSUs that vested, net of shares withheld for payroll taxes, during the period. The Company also caused Brilliant Earth Group, Inc. to issue 144,031 shares of Class B common stock to the Continuing Equity Owners associated with LLC units which vested during the period, of which 28,053 shares of Class B common stock was converted to Class A common stock. No stock options were exercised during the period.

Distributions to Members Related to Their Income Tax Liabilities

As a limited liability company treated as a partnership for income tax purposes, Brilliant Earth, LLC does not incur significant federal, state or local income taxes, as these taxes are primarily the obligations of its members. Under the LLC Agreement, Brilliant Earth, LLC is required to distribute cash, to the extent that Brilliant Earth, LLC has cash available, on a pro rata basis to its members to the extent necessary to cover the members’ tax liabilities, if any, with respect to each member’s share of Brilliant Earth, LLC taxable earnings. Brilliant Earth, LLC makes such tax

distributions to its members quarterly, based on an estimated tax rate and projected year-to-date taxable income, with a final accounting once actual taxable income or loss has been determined. Such distributions totaled approximately $21.4 million for the year ended December 31, 2021. No distributions were made in the year ended December 31, 2020 as these distributions to, on or behalf of, members associated with their estimated income tax obligations for the year ended December 31, 2020 were paid in the second quarter of 2021. No distributions were made in the year ended December 31, 2019.

Brilliant Earth, LLC Capitalization through September 23, 2021, the Date of the IPO

Prior to the completion of the reorganization and IPO transactions, Brilliant Earth, LLC had LLC Interests outstanding in the form of Class F, Class P and Class M Units. These units were converted into common LLC Units at the time of the IPO. The Class P Units were classified as redeemable securities presented in temporary equity and conversion to LLC Units was in the form of redemption at a value of $389.2 million as of September 22, 2021 after a mark-to-market adjustment of $327.2 million for the period from December 31, 2020 to September 22, 2021.

Stockholders' Equity and Members Units Including Redeemable Convertible Class P Units

STOCKHOLDERS’ EQUITY AND MEMBERS UNITS INCLUDING REDEEMABLE CONVERTIBLE CLASS P UNITS

Member Units

and outstanding:


	Units authorized	Units issued and outstanding
Class F Units	50,954,445	50,232,863
Class P Units	33,162,444	32,435,595
Class M Units	7,791,744	3,904,237

Under the LLC Agreement prior to the restructuring, offering and other transactions completed in connection with the IPO, distributions were made to the Members in the following order and priority:

•First, ratably among the holders of the Class P Units, until each holder of Class P Units has received an aggregate amount per unit equal to the Original Class P Purchase Price;

•Second, ratably among the holders of the Class F Units until the holders of the Class F Units have received an aggregate amount per unit equal to the Original Class P Purchase Price; and

Distributions using reasonable efforts are allowed to provide cash for payment of income tax obligations which are treated as advance payment of distributions on liquidation and prior to liquidation.

Redeemable Convertible Class P Units and Classification as Temporary Equity Carried at Redemption Value

Warrants for Class P units and Fair Value Disclosures


Number of units under warrants	Issue date	Expiration date	Exercise price	Fair value per warrant on issue date
497,292	9/30/2019	9/30/2029	$3.52	$0.17
37,297	12/17/2020	12/17/2030	$6.70	$0.01
534,589

Fair Value Measurement for Class P Unit Redemption Value, Warrants Exercisable into Class P

Units, and Valuation as of the Grant Date of Class M Units

The quantitative information about certain significant Level 3 unobservable inputs for the three valuation methods and for Black-Scholes are summarized as follows:


	Periods ended
	September 22,	December 31,
	2021	2020	2019
Guideline company and transaction analysis:
Control premium	20.00%	20.00%	20.00%
Discounted cash flow analysis:
Discount rate	22.00%	22.00% to 25.00%	25.00%
Option pricing model inputs for warrants and Class M Units:
Volatility	40.00%	45.00%	35.00%
Time to Liquidity in years	0.8 to 1.0	1.2 to 1.5	2.4
Risk free rate	0.07%	0.10%	1.60%
Discount for lack of marketability	7.50% to 10.00%	12.00% to 15.00%	18.00%

The fair value amounts using Level 3 inputs from January 1, 2019 through September 22, 2021 were as follows (in thousands):


	Class P Unit redemption value		Class P Unit warrant liability
Balance, January 1, 2019	$	62,579	$	—
Increase/decrease	18,250		83
Balance, December 31, 2019	80,829		83
Special distributions to members	(10,000)		—
Net income allocable to Class P Units	3,997		—
Increase/decrease	(8,499)		1
Balance, December 31, 2020	66,327		84
Tax distributions to members	(9,755)		—
Net income allocable to Class P Units prior to the Reorganization Transaction and IPO	5,466		—
Increase/decrease	327,189		6,331
Reorganization Transactions	(389,227)		(6,415)
Balance, September 22, 2021	$	—	$	—

Summary Capitalization

The following summarizes the capitalization and voting rights of the Company’s classes of equity as of December 31, 2021:


	Authorized	Issued & Outstanding	Votes per share	Economic Rights
Preferred stock	10,000,000	None

Common stock:
Class A	1,200,000,000	9,614,523	1	Yes
Class B	150,000,000	35,658,013	1	No
Class C	150,000,000	49,505,250	10	No
Class D	150,000,000	None	10	Yes

Common stock reserved for issuances:
Conversion of LLC Units		85,163,263
Unvested LLC Units		1,901,977
Unvested RSUs		1,377,728
Stock options		1,449,181

Common LLC Units		85,163,263	No	Yes

The different classes of common stock as of December 31, 2021, are held as follows:

•9,614,523 shares of Class A common stock were issued in the IPO, and through subsequent conversion of LLC Units and vesting of RSUs;

•35,658,013 shares of Class B common stock are held by the Continuing Equity Owners excluding the Founders; and

•49,505,250 shares of Class C common stock are held by the Founders.

Brilliant Earth, LLC

Issuance of Additional LLC Units

Distributions to Members Related to Their Income Tax Liabilities

Brilliant Earth, LLC Capitalization through September 23, 2021, the Date of the IPO

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI http://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (g)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-URI http://asc.fasb.org/topic&trid=2208762

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Section 50
-Paragraph 13
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Equity-Based Compensation

12 Months Ended

Dec. 31, 2021

Share-based Payment Arrangement [Abstract]

Equity-Based Compensation

EQUITY-BASED COMPENSATION

Overview

At the time of the IPO on September 23, 2021, the 2021 Incentive Award Plan and the 2021 Employee Stock Purchase Plan (the “2021 Plans”) were adopted to attract, retain, and motivate selected employees, consultants, and directors through the granting of equity-based compensation awards and cash-based performance bonus awards. The compensation committee or its approved designees, as defined, administer the 2021 Plans. Subject to the terms and conditions of the 2021 Plans, the administrator has the authority to select the persons to whom awards are to be made, to determine the number of shares to be subject to awards and the terms and conditions of awards, and to make all other determinations and to take all other actions necessary or advisable for the administration of the 2021 Plans.

Under the 2021 Incentive Award Plan, 10,923,912 shares of common stock were reserved for issuance pursuant to a variety of equity-based compensation awards, including stock options, stock appreciation rights, or SARs, restricted stock awards, restricted stock unit awards, and other equity-based awards. In addition, 1,638,586 shares of Class A common stock were reserved for issuance under our Employee Stock Purchase Plan. The number of shares initially reserved for issuance or transfer pursuant to awards under the 2021 Incentive Award Plan will be increased by an annual increase on the first day of each fiscal year beginning in 2022 and ending in 2031, equal to the lesser of (A) 5% of the shares of common stock outstanding (on an as converted basis) on the last day of the immediately preceding fiscal year and (B) such smaller number of shares of stock as determined by the board of directors; provided, however, that no more than 81,929,342 shares of stock may be issued upon the exercise of incentive stock options. As of December 31, 2021, 7,888,617 shares of common stock are available for future grant under the 2021 Incentive Award Plan. All of the shares of Class A common stock reserved for issuance remain available. Vesting is subject to certain change in control provisions as provided in the award agreements.

Prior to the IPO, Class M Units were granted to certain employees at the Company’s discretion in consideration of services provided by employees. The agreements generally provide for 25% vesting on the first anniversary from the date of grant (or a shorter period at the Company's board of directors' discretion), with the remainder vesting monthly over the subsequent three years. Compensation cost related to these Class M Units was measured as of the grant date based on the fair value of the award and is being expensed ratably over the service period. Class M Units were issued and outstanding as of the date of grant. As discussed in Note 1, Business and organization, under Conversion of Class F, P and M units at time of IPO, at the time of the IPO, the LLC Agreement was amended and restated to recapitalize all 2,006,212 unvested Class M Units into 2,046,008 unvested LLC Units after applying a conversion ratio of 1.8588 with a further adjustment for a distribution threshold (which impacted their allocation of value) so the economic effect of the exchange was a like-for-like value. The unamortized compensation and remaining vesting period for these awards prior to the IPO has been carried forward after the IPO without adjustment. The number of unvested Class M Units presented in these financial statements for periods prior to the IPO have been retroactively adjusted to reflect the conversion ratio similar to the presentation of a stock-split.

Grants of Restricted Stock Units

RSUs have a time-based vesting requirement (based on continuous employment). Upon vesting, the RSUs convert into Class A common stock; unvested RSUs are not considered outstanding shares of Class A common stock. The agreements generally provide for 25% vesting at the first anniversary of the date of the grant (or a shorter period at the Company’s board of director’s discretion), with the remainder vesting quarterly over the following three years.

The following table summarizes the activity related to the Company’s RSUs for the year ended December 31, 2021:


	Number of Restricted Stock Units	Weighted average grant date fair value
Balance as of December 31, 2020, unvested	—	$	—
Granted	1,417,231	$	13.14
Vested	(4,751)	$	12.00
Forfeited	(34,752)	$	13.12
Balance as of December 31, 2021, unvested	1,377,728	$	13.15

Of the total RSUs vested, 1,613 RSUs were withheld to fund employee withholding taxes.

The fair value of the RSUs was based on the fair value of a Class A share of common stock at the time of grant. Total compensation expense for RSUs was approximately $1.0 million for the period from September 23, 2021 to December 31, 2021, and is included in selling, general and administrative expenses in the consolidated statements of operations. No tax benefit was associated with the equity-based compensation expense for RSUs.

The unamortized compensation cost related to RSUs of $17.1 million as of December 31, 2021 is expected to be recognized over a weighted-average period of approximately 3.8 years.

Grants of Stock Options

The following table summarizes the activity related to the outstanding and exercisable stock options:


	Number of options	Weighted average exercise price		Weighted average grant date fair value		Weighted average remaining contractual term (years)
Outstanding as of December 31, 2020	—	$	—	$	—	—
Granted	1,618,064	$	12.00	$	4.28
Forfeited	(5,931)	$	12.00	$	4.29
Outstanding as of December 31, 2021	1,612,133	$	12.00	$	4.28	9.7

Exercisable as of December 31, 2021	162,952	$	12.00	$	4.20	9.7
Unvested as of December 31, 2021	1,449,181	$	12.00	$	4.29	9.7
Vested and expected to vest as of December 31, 2021	1,612,133	$	12.00	$	4.28	9.7

On September 22, 2021, options to purchase 1,618,064 shares of Class A common stock with a strike price of $12.00 (per share underlying the option) were granted to certain executives, employees and members of the Board with the number of shares underlying the options determined based on the number of Class M Units reduced in the conversion of LLC Units. The awards have a time-based vesting requirement (based on continuous employment). Upon vesting, the stock options are exercisable into Class A common stock. Vesting is generally over four years from the date of grant of the related Class M Units and options may be exercised up to 10 years from the date of issuance.

As of December 31, 2021, the vested stock options had an aggregated intrinsic value of $1.0 million. The stock option awards have weighted average remaining contractual terms of 9.7 years with an aggregate intrinsic value of $9.8 million.

Since options represent equity awards, such awards are fair valued as of the grant date for the purposes of measurement and recognition under U.S. GAAP. To measure the fair value of an option, the Black Scholes valuation model was utilized. The value of the common stock underlying the award is based on the fair value of a share of Class A common stock. The valuation model requires the input of other highly subjective assumptions. Inputs to model for awards granted during the period from September 22, 2021 through December 31, 2021, are as follows:


Expected volatility	35.0	%
Expected dividend yield	Nil
Expected term (in years)	5 to 6.3 Years
Risk free interest rate	0.9	%

Total compensation expense for stock options was approximately $1.4 million for the period from September 22, 2021 to December 31, 2021, and is included in selling, general and administrative expenses in the consolidated statements of operations. No tax benefit was associated with the equity-based compensation expense for stock options.

As of December 31, 2021, total compensation expense related to unvested option awards not yet recognized was $5.5 million and the weighted-average period over which the compensation is expected to be recognized is 3.1 years.

Class M Units

Prior to being recapitalized into Outstanding Restricted LLC Units as discussed in Note 1, Business and Organization, Summary of the Restructuring, Offering and Other Transactions Completed in connection with the IPO, Class M Units were profit interests granted to certain employees at the Company’s discretion without consideration. The agreements granted to date generally provide for 25.0% vesting on the first anniversary from the date of grant (or shorter period at management’s discretion), with the remainder vesting monthly over the subsequent three years. Compensation cost related to these Class M Units was measured as of the grant date based on the fair value of the award and was expensed ratably over the service period. Class M Units were deemed issued and outstanding as they vested.

The fair value of grants of restricted Class M Units was based on the fair value of an unrestricted Class M Unit underlying the award until the recapitalization which occurred on September 22, 2021 as discussed in the table within the subsection "Outstanding Restricted LLC Units (formerly M Units)" below.

Vested Class M Units were subject to repurchase at the option of the Company upon termination of the holder’s employment based on the then fair value of the units. No units had been repurchased through September 22, 2021.

Outstanding Restricted LLC Units (formerly M Units)

As discussed above, restricted LLC Units were granted to certain executives, employees and members of the Board prior to the IPO and have been retroactively adjusted as described in Note 1, Business and Organization, Conversion of Class F, P and M Units at Time of IPO. The awards have a time-based vesting requirement (based on continuous employment). Upon grant, the awards are issued and outstanding common LLC Units but subject to forfeiture in the event of a termination of service; unvested awards are outstanding LLC units. Vesting is generally over four years from the date of grant.

The following table summarizes the activity related to the unvested LLC Units:


	Number of LLC Units	Weighted average grant date fair value
Balance, January 1, 2019, unvested	487,091	$	0.21
Granted	177,346	$	0.29
Forfeited	(24,385)	$	0.27
Vested	(182,825)	$	0.24
Balance, January 1, 2020, unvested	457,227	$	0.16
Granted	1,444,831	$	0.29
Forfeited	(241,265)	$	0.27
Vested	(174,847)	$	0.27
Balance, December 31, 2020, unvested	1,485,946	$	0.28
Granted prior to September 22, 2021	1,515,276	$	0.67
Forfeited	(398,768)	$	0.22
Vested	(700,477)	$	0.46
Balance, December 31, 2021, unvested	1,901,977	$	0.52

The fair value of restricted LLC Units was based on the fair value of an unrestricted LLC Unit at the date of grant. Total compensation expense for LLC Units recorded in selling, general and administrative expenses in the consolidated statements of operations were approximately $0.3 million, less than $0.1 million, and less than $0.1 million for the years ended December 31, 2021, 2020, and 2019, respectively.

The unamortized LLC Unit compensation cost of $0.9 million as of December 31, 2021 is expected to be recognized over a weighted-average period of approximately 3.0 years.

The quantitative information about certain significant Level 3 unobservable inputs for the three valuation methods and for Black-Scholes are summarized in Note 9, Stockholders’ and Members’ Equity, Fair Value Measurement for Class P Unit Redemption Value, Warrants Exercisable into Class P Units, and Valuation as of the Grant Date of Class M Units for the period ended September 22, 2021 and the years ended December 31, 2020 and 2019, respectively.

Income Taxes and Tax Receivable Agreement

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Income Taxes and Tax Receivable Agreement

INCOME TAXES AND TAX RECEIVABLE AGREEMENT

Overview of Income Taxes

Brilliant Earth Group, Inc. is taxed as a subchapter C corporation and is subject to federal and state income taxes. Brilliant Earth Group, Inc.'s sole material asset is its ownership interest in Brilliant Earth, LLC, which is a limited liability company that is taxed as a partnership for U.S. federal and certain state and local income tax purposes. Brilliant Earth, LLC’s net taxable income or loss and related tax credits, if any, are passed through to its members on a pro-rata basis and included in the member’s tax returns. The income tax burden on the earnings taxed to the non-controlling interest holders is not reported by the Company in its consolidated financial statements under U.S. GAAP.

The Company files U.S. federal and certain state income tax returns. The income tax returns of the Company are subject to examination by U.S. federal and state taxing authorities for various time periods, depending on those jurisdictions’ rules, generally after the income tax returns are filed.

Income Tax Benefit and Deferred Tax Asset

On September 23, 2021 in connection to the Reorganization Transaction, the Company recorded a deferred tax asset related to the outside basis difference between U.S. GAAP and reporting for income tax purposes of the Brilliant Earth Group, Inc.’s investment in Brilliant Earth, LLC of $4.4 million. The basis difference resulted from the step-up in basis allowed under Section 743(b) and 197 of the Internal Revenue Code related to the purchase of 1,249,999 LLC Units from the Continuing Equity Owners discussed in Note 1, Business and organization, which is expected to be amortized over the useful lives of the underlying assets. In assessing the realizability of deferred tax assets, management determined that it was more likely than not that the deferred tax assets will be realized. No deferred taxes were provided on the outside basis difference resulting from the direct purchase of 8,333,333 newly-issued membership units from Brilliant Earth, LLC since such difference is subject to the indefinite reversal criteria of ASC 740, Income taxes.

Provision for Income Taxes

Brilliant Earth Group, Inc.'s income tax benefit was $0.3 million for the period from September 23, 2021 to December 31, 2021. Brilliant Earth Group, Inc. had no business transactions or activities prior to the IPO, and accordingly, no amounts related to income taxes were incurred by the Company.

Total Company earnings used to compute income taxes is as follows (in thousands):


	For the period from September 23, to December 31,
	2021
Pre-tax earnings of the Company	$	25,940
Earnings allocable to NCI (not allocable to the Company)	(24,728)
Pre-tax earnings of Brilliant Earth, Inc.	1,212
Income tax benefit recognized by Brilliant Earth, Inc.	316
After tax earnings of Brilliant Earth Group, Inc.	$	1,528

The components of the benefit from income taxes are as follows as of December 31, 2021:


	December 31, 2021
Current tax benefit
Federal	$	—
State	—
Total current income tax benefit	—

Deferred tax benefit
Federal	(259)
State	(57)
Total deferred income tax benefit	(316)

Benefit from income taxes	$	(316)

A reconciliation of the expected federal statutory rate of 21.0% to the effective rate is as follows (amount in thousands):


	Tax effect		Rate
Brilliant Earth Group, Inc. expected tax expense at statutory rate	$	255	21.0%
Less: equity interest in earnings of subsidiary not taxable (permanent difference)	(272)		(22.4)%
Brilliant Earth Group, Inc. level pre-tax loss as adjusted for tax	(17)		(1.4)%
Loss from investee per K-1 (inside basis difference)	(148)		(12.2)%
Loss from step up in outside basis	(151)		(12.5)%
Income tax benefit at effective rate	$	(316)	(26.1)%

As of December 31, 2021, the components of deferred tax assets are as follows (in thousands):


	December 31,
	2021
Deferred tax assets
Outside basis difference in investment	$	4,091
Net operating loss carryforwards	316




Net deferred tax asset	$	4,407

The Company recognizes deferred tax assets to the extent it believes, based on available evidence, that it is more likely than not that they will be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies, and recent results of operations. For the period from September 23, 2021 to

December 31, 2021, the Company evaluated the likelihood it would realize its deferred tax assets and determined the probability to be more likely than not, and accordingly, no valuation allowance was recognized.

As of December 31, 2021, the Company has total federal net operating loss carryforwards (“NOLs”) of $1.2 million that have no expiration date. The Company also has various immaterial state NOLs that begin to expire in 2036. Management believes on a more likely than not basis that the Company will be able to realize the tax benefit of its NOLs carryforwards.

Utilization of net operating losses, credit carryforwards, and certain deductions may be subject to a substantial annual limitation due to ownership change limitations provided by the Internal Revenue Code of 1986, as amended, and similar state provisions. The tax benefits related to future utilization of federal and state net operating losses, tax credit carryforwards, and other deferred tax assets may be limited or lost if cumulative changes in ownership exceeds 50% within any three-year period. Additional limitations on the use of these tax attributes could occur in the event of possible disputes arising in examinations from various taxing authorities.

Uncertain Tax Positions

The Company follows the provisions of FASB ASC 740-10, Accounting for Uncertainty in Income Taxes. ASC 740-10 prescribes a comprehensive model for the recognition, measurement, presentation and disclosure in financial statements of uncertain tax positions that have been taken or expected to be taken on a tax return.

As of December 31, 2021, the Company had not incurred or recorded any penalties or interest related to income taxes in the consolidated statements of operations. Additionally, the Company did not record any uncertain tax positions on the consolidated balance sheets as management concluded that no such positions existed as of December 31, 2021.

The Company is subject to examination for tax years beginning with the year ended December 31, 2021.

Tax Receivable Agreement

As each of the Continuing Equity Owners elect to convert their LLC Interests into Class A common stock or Class D common stock, as applicable, Brilliant Earth Group, Inc. will succeed to their aggregate historical tax basis which will create a net tax benefit to the Company. These tax benefits are expected to be amortized over 15 years pursuant to Sections 743(b) and 197 of the Code. The Company will only recognize a deferred tax asset for financial reporting purposes when it is “more-likely-than-not” that the tax benefit will be realized.

In addition, as part of the IPO, the Company entered into a TRA with the Continuing Equity Owners to pay 85% of the tax savings from the tax basis adjustment to them as such savings are realized. Amounts payable under the TRA are contingent upon, among other things, generation of sufficient future taxable income during the term of the TRA. The amounts to be recorded for both the deferred tax assets and the liability for our obligations under the TRA will be estimated at the time of any purchase or redemption as a reduction to shareholders’ equity, and the effects of changes in any of our estimates after this date will be included in net income. Similarly, the effect of subsequent changes in the enacted tax rates will be included in net income.

The purchase of 1,249,999 LLC Units from the Continuing Equity Owners triggered a tax basis increase subject to the provisions of the TRA.

As of December 31, 2021, related to the TRA, the Company has recorded (i) a deferred tax asset in the amount of $4.1 million, (ii) a corresponding estimated liability with a balance of $3.8 million representing 85% of the projected tax benefits to the TRA Owners, and (iii) $0.3 million of additional paid-in capital.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI http://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 17
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Commitments and Contingencies	12 Months Ended
Commitments and Contingencies	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	COMMITMENTS AND CONTINGENCIES Legal Proceedings In the ordinary course of business, the Company may be subject from time to time to various proceedings, lawsuits, disputes or claims. In addition, the Company is regularly audited by various tax authorities. Although the Company cannot predict with assurance the outcome of any litigation or audit, it does not believe there are currently any such actions that, if resolved unfavorably, would have a material impact on the Company’s financial condition, results of operations or cash flows. The Company accrues for loss contingencies when losses become probable and are reasonably estimable. If the reasonable estimate of the loss is a range and no amount within the range is a better estimate, the minimum amount of the range is recorded as a liability. The Company does not accrue for contingent losses that, in its judgment, are considered to be reasonably possible, but not probable; however, to the extent possible, the Company discloses the range of such reasonably possible losses. On August 26, 2021, Plaintiff Anna Lerman filed a complaint against the Company in California Superior Court for Ventura County. The complaint alleges, on behalf of a putative class, that the Company recorded telephone calls between the Company’s customers and its customer service representatives without the customers’ consent, in violation of the California Invasion of Privacy Act Sections 631 and 632.7. The plaintiff seeks statutory damages, injunctive relief, attorneys’ fees and costs, and other unspecified damages. The Company has obtained an extension of time to file a response, the time to file such response has not yet passed, and as of the date of this Annual Report on Form 10-K, the Company has not responded to the complaint. The Company believes these claims have no merit, and intends to vigorously defend against this lawsuit, though there can be no assurance regarding its ultimate outcome. At this time, any liability related to the alleged claims is not currently probable or reasonably estimable. Non-Income Related Taxes The Company collects and remits sales and use taxes in a variety of jurisdictions across the U.S. The amounts payable to relevant sales and use tax authorities are accrued in the period incurred and presented on the balance sheet as a component of accrued expenses and other current liabilities. Purchase Obligations From time to time in the normal course of business, the Company will enter into agreements with suppliers or service providers. As of December 31, 2021, unconditional future minimum payments under agreements to purchase services primarily related to software maintenance and marketing and advertising spending. The Company does not have a material amount of purchase obligations from contracts with a remaining term in excess of 12 months. Capital Commitments The Company may enter into commitments to expand various locations, which generally include design, store construction and improvements. As of December 31, 2021, these commitments totaled $1.6 million, related to the opening of new locations. Letter of Credit As of December 31, 2021, the Company has an unused letter of credit in the amount of $0.2 million, which was issued in lieu of a security deposit at one of its showroom locations. The certificate of deposit used to secure this letter of credit is recorded as restricted cash on the Company’s consolidated balance sheets. 401K Plan The Company maintains a qualified defined contribution plan under Section 401(k) of the Internal Revenue Code, which provides for voluntary contributions from the Company and its employees. Contributions from the Company were $0.5 million, $0.4 million and $0.3 million, for the years ended December 31, 2021, 2020 and 2019, respectively.

Subsequent Events	12 Months Ended
Subsequent Events	Dec. 31, 2021
Subsequent Events [Abstract]
Subsequent Events	SUBSEQUENT EVENTS The Company entered into six new lease agreements in additional locations in the U.S. for showrooms, where the Company had not yet taken physical possession of nor had control of the physical use of these leased properties, with future minimum aggregate rent payments totaling approximately $4.5 million. On February 2, 2022, the Board of Directors authorized the grant of approximately 600,000 RSUs with a fair value of $11.84 per unit with a four year vesting period.

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Basis of Presentation

Principles of Consolidation and non-controlling interest

The consolidated financial statements include the accounts of the Company and its subsidiary, Brilliant Earth, LLC, which it controls due to ownership of the voting interest or pursuant to variable interest entity (“VIE”) accounting guidance. All intercompany balances and transactions have been eliminated in consolidation. The assets and liabilities of Brilliant Earth, LLC represent substantially all of the consolidated assets and liabilities of Brilliant Earth Group, Inc. Brilliant Earth Group, Inc., which was established June 2, 2021, has not had any material operations on a standalone basis since its inception, and all of the operations of the Company are carried out by Brilliant Earth, LLC.The non-controlling interest on the consolidated statement of operations represents the portion of earnings or loss attributable to the economic interest in Brilliant Earth, LLC held by the Continuing Equity Owners. The non-controlling interest on the consolidated balance sheets represents the portion of net assets of the Company attributable to the Continuing Equity Owners, based on the portion of the LLC Interests owned by such unit holders.

Use of Estimates

Fair Value Measurements

Level 1 Valuation based on quoted prices (unadjusted) observed in active markets for identical assets or liabilities.

Level 3 Valuation techniques with significant unobservable market inputs.

Concentration of Risk

Comprehensive Income

Cash and Cash Equivalents, and Restricted Cash

All highly liquid investments with an original maturity of three months or less and deposits in transit from banks for payments related to third-party credit and debit card transactions are considered to be cash equivalents. Credit and debit card transactions are short-term and highly liquid in nature.Restricted cash pertains to funds of $0.2 million securing a letter of credit related to a lease at one of the Company’s showroom locations. See Note 12, Commitments and Contingencies, for further discussion.

Inventories, net

The Company’s diamond, gemstone and jewelry inventories are primarily held for resale and valued at the lower of cost or net realizable value. Cost is primarily determined using the weighted average cost on a first-in, first-out (“FIFO”) basis for all inventories, except for unique inventory SKUs (principally independently graded diamonds), where cost is determined using specific identification. Net realizable value is defined as estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation.Inventory reserves are recorded for obsolete, slow-moving or defective items and shrinkage. Inventory reserves are calculated as the difference between the cost of inventory and its estimated market value based on factors such as current and anticipated demand, customer preferences and fashion trends, management strategy and market conditions. Due to the Company’s inventory principally consisting of diamonds, gemstones and fine jewelry, the age of the inventories has limited impact on the estimated market value. The Company’s diamonds and gemstones do not degrade in quality over time and diamond and gemstone inventory generally consists of the diamond and gemstone shapes and sizes commonly used in the jewelry industry. Product obsolescence is closely monitored and reviewed by management on an ongoing basis.

Property and Equipment, Capitalized Software and Website Development and Impairment Tests for Long-Lived Assets


Asset			Life (in years)
Computer equipment			3
Equipment			5 - 7
Furniture and fixtures			7
Software and website			3
Leasehold improvements			Shorter of lease term or 10 years

Leases

Warrants Issued in Connection with Financings

Debt Issuance Costs

Revenue Recognition

Contract Balances

Sales Returns and Allowances

Fulfillment Costs

Consignment Inventory Sales

Cost of Sales

Selling, General and Administrative Expenses

Selling, general and administrative expenses consist primarily of marketing, advertising and promotional expenses, payroll and related benefit costs for the Company’s employees, including equity-based compensation expense, merchant processing fees, certain facility-related costs, customer service, technology and depreciation expenses, as well as professional fees and other general corporate expenses.

Marketing, Advertising and Promotional Costs

Foreign Currency Transactions

Gains or losses resulting from foreign currency transactions are included within other expense, net in the consolidated statements of operations.

Offering Costs

Equity-Based Compensation

The fair value of restricted stock units (“RSUs”) is based on the fair value of the Class A common stock at the time of grant.

Member Units

adjusted each reporting period to their redemption value.

Under the LLC Agreement, the holder of any Class P Units had the right at any time, at such holder’s option,

Distributions to Members

The LLC Agreement provides for the distribution of cash in defined amounts sufficient to fund member income tax liabilities.

Income Taxes

Recently Adopted Accounting Pronouncements and Recent Accounting Pronouncements

Recently Adopted Accounting Pronouncements

Accounting Pronouncements Issued but Not Yet Adopted

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Schedule of Cash and Cash Equivalents


	December 31,
	2021		2020		2019
Cash and cash equivalents	$	172,865	$	66,269	$	40,394
Restricted cash	205		205		204
Total	$	173,070	$	66,474	$	40,598

Restrictions on Cash and Cash Equivalents


	December 31,
	2021		2020		2019
Cash and cash equivalents	$	172,865	$	66,269	$	40,394
Restricted cash	205		205		204
Total	$	173,070	$	66,474	$	40,598

Property and Equipment, Net

Estimated useful lives by major asset category are as follows:


Asset			Life (in years)
Computer equipment			3
Equipment			5 - 7
Furniture and fixtures			7
Software and website			3
Leasehold improvements			Shorter of lease term or 10 years

Property and equipment, net, consist of the following (in thousands):


	December 31,
	2021		2020
Computer equipment	$	131	$	159
Equipment	1,064		351
Furniture and fixtures	880		311
Software and website	338		29
Leasehold improvements	6,743		3,285
Construction in progress	700		159
Gross property and equipment	9,856		4,294
Less: accumulated depreciation	(3,124)		(2,308)
Total property and equipment, net	$	6,732	$	1,986

Disaggregation of Revenue

The following table discloses total net sales by geography for the years ended December 31, 2021, 2020 and 2019 (in thousands):


	For the Years Ended December 31,
	2021		2020		2019
United States	$	353,072	$	233,169	$	186,528
International	27,117		18,651		14,815
Total net sales	$	380,189	$	251,820	$	201,343

Earnings Per Share (Tables)

12 Months Ended

Dec. 31, 2021

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

Basic and diluted earnings per share of common stock for the period from September 23, 2021 to December 31, 2021 have been computed as follows (in thousands, except share and per share amounts):


	For the period September 23, 2021 to December 31, 2021
Numerator:
Net income attributable to Brilliant Earth Group, Inc., BASIC	$	1,528
Add: Net income impact from assumed redemption of all LLC Units to common stock	10,736
Less: Income tax expense on net income attributable to NCI at 25.7%	(2,755)
Net income attributable to Brilliant Earth Group, Inc., after adjustment for assumed conversion, DILUTED	$	9,509

Denominator:
Weighted average shares of common stock outstanding, BASIC	9,590,443
Dilutive effects of:
Vested LLC Units that are exchangeable for common stock	85,105,060
LLC Units, RSUs and stock options	2,045,918
Weighted average shares of common stock outstanding, DILUTED	96,741,421

BASIC earnings per share	$	0.16
DILUTED earnings per share	$	0.10

Inventories, Net (Tables)

12 Months Ended

Dec. 31, 2021

Inventory Disclosure [Abstract]

Schedule of Inventories, Net

Inventories, net consist of the following (in thousands):


	December 31,
	2021		2020
Loose diamonds	$	9,013	$	4,938
Fine jewelry and other	15,990		8,863
Allowance for inventory obsolescence	(260)		(242)
Total inventories, net	$	24,743	$	13,559

The allowance for inventory obsolescence consists of the following (in thousands):


	December 31,
	2021		2020		2019
Balance at beginning of period	$	(242)	$	(169)	$	(145)
Change in allowance for inventory obsolescence	(18)		(73)		(24)
Balance at end of period	$	(260)	$	(242)	$	(169)

Property and Equipment, Net (Tables)

12 Months Ended

Dec. 31, 2021

Property, Plant and Equipment [Abstract]

Property and Equipment, Net

Estimated useful lives by major asset category are as follows:


Asset			Life (in years)
Computer equipment			3
Equipment			5 - 7
Furniture and fixtures			7
Software and website			3
Leasehold improvements			Shorter of lease term or 10 years

Property and equipment, net, consist of the following (in thousands):


	December 31,
	2021		2020
Computer equipment	$	131	$	159
Equipment	1,064		351
Furniture and fixtures	880		311
Software and website	338		29
Leasehold improvements	6,743		3,285
Construction in progress	700		159
Gross property and equipment	9,856		4,294
Less: accumulated depreciation	(3,124)		(2,308)
Total property and equipment, net	$	6,732	$	1,986

Accrued Expenses and Other Current Liabilities (Tables)

12 Months Ended

Dec. 31, 2021

Payables and Accruals [Abstract]

Schedule of Accrued Expenses

Accrued expenses and other current liabilities consist of the following (in thousands):


	December 31,
	2021		2020
Accrued vendor expenses	$	9,563	$	5,409
Inventory received not billed	4,648		3,893
Accrued payroll expenses	4,498		1,515
Sales and other tax payable accrual	4,229		2,612
Provision for sales returns and allowances	2,338		2,341
Other	3,480		1,348
Total accrued expenses and other current liabilities	$	28,756	$	17,118

Schedule of Accrued Expenses And Other Current Liabilities Provision For Sales Returns


	December 31,
	2021		2020		2019
Balance at beginning of period	$	2,341	$	1,339	$	448
Provision	15,329		16,712		13,346
Returns and allowances	(15,332)		(15,710)		(12,455)
Balance at end of period	$	2,338	$	2,341	$	1,339

Leases (Tables)

12 Months Ended

Dec. 31, 2021

Leases [Abstract]

Schedule of Future Minimum Lease Payments for Operating Leases


	Amount
Years ending December 31,
2022	$	3,507
2023	3,680
2024	3,530
2025	3,449
2026	3,103
Thereafter	7,897
Total minimum lease payments	$	25,166

Long-Term Debt (Tables)

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

Schedule of Long-term Debt Instruments

The following table summarizes the net carrying amount of the Term Loan (as defined below) as of December 31, 2021 and December 31, 2020, net of debt issuance costs (in thousands):


	December 31, 2021						December 31, 2020
	Outstanding principal		Debt issuance costs		Net carrying amount		Outstanding principal		Debt issuance costs		Net carrying amount
Term loan	$	65,000	$	(1,422)	$	63,578	$	65,000	$	(2,789)	$	62,211
Total debt	$	65,000	$	(1,422)	$	63,578	$	65,000	$	(2,789)	$	62,211

Current portion	$	30,789	$	—	$	30,789	$	—	$	—	$	—
Long term	34,211		(1,422)		32,789		65,000		(2,789)		62,211
Total debt	$	65,000	$	(1,422)	$	63,578	$	65,000	$	(2,789)	$	62,211

Schedule of Maturities of Long-term Debt

As of December 31, 2021, the aggregate future principal payments under the Term Loan, including the Final Payment payable to the lender, are as follows (in thousands):


	Principal		Final payment		Total
Years ending December 31,
2022	$	30,789	$	—	$	30,789
2023	34,211		3,151		37,362
Total aggregate future principal payments	$	65,000	$	3,151	$	68,151

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

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+ Details

Stockholders' Equity and Members Units Including Redeemable Convertible Class P Units (Tables)

12 Months Ended

Dec. 31, 2021

Equity [Abstract]

Schedule of Stock by Class

At September 22, 2021, the following summarizes the Company’s units authorized, issued

and outstanding:


	Units authorized	Units issued and outstanding
Class F Units	50,954,445	50,232,863
Class P Units	33,162,444	32,435,595
Class M Units	7,791,744	3,904,237

The following summarizes the capitalization and voting rights of the Company’s classes of equity as of December 31, 2021:


	Authorized	Issued & Outstanding	Votes per share	Economic Rights
Preferred stock	10,000,000	None

Common stock:
Class A	1,200,000,000	9,614,523	1	Yes
Class B	150,000,000	35,658,013	1	No
Class C	150,000,000	49,505,250	10	No
Class D	150,000,000	None	10	Yes

Common stock reserved for issuances:
Conversion of LLC Units		85,163,263
Unvested LLC Units		1,901,977
Unvested RSUs		1,377,728
Stock options		1,449,181

Common LLC Units		85,163,263	No	Yes

Schedule of Stockholders' Equity Note, Warrants or Rights

Warrants for Class P Units consisted of the following as of September 22, 2021:


Number of units under warrants	Issue date	Expiration date	Exercise price	Fair value per warrant on issue date
497,292	9/30/2019	9/30/2029	$3.52	$0.17
37,297	12/17/2020	12/17/2030	$6.70	$0.01
534,589

Schedule of Class of Warrant or Right, Valuation Assumptions

The quantitative information about certain significant Level 3 unobservable inputs for the three valuation methods and for Black-Scholes are summarized as follows:


	Periods ended
	September 22,	December 31,
	2021	2020	2019
Guideline company and transaction analysis:
Control premium	20.00%	20.00%	20.00%
Discounted cash flow analysis:
Discount rate	22.00%	22.00% to 25.00%	25.00%
Option pricing model inputs for warrants and Class M Units:
Volatility	40.00%	45.00%	35.00%
Time to Liquidity in years	0.8 to 1.0	1.2 to 1.5	2.4
Risk free rate	0.07%	0.10%	1.60%
Discount for lack of marketability	7.50% to 10.00%	12.00% to 15.00%	18.00%

Class of Warrant Or Right Fair Value Amounts

The fair value amounts using Level 3 inputs from January 1, 2019 through September 22, 2021 were as follows (in thousands):


	Class P Unit redemption value		Class P Unit warrant liability
Balance, January 1, 2019	$	62,579	$	—
Increase/decrease	18,250		83
Balance, December 31, 2019	80,829		83
Special distributions to members	(10,000)		—
Net income allocable to Class P Units	3,997		—
Increase/decrease	(8,499)		1
Balance, December 31, 2020	66,327		84
Tax distributions to members	(9,755)		—
Net income allocable to Class P Units prior to the Reorganization Transaction and IPO	5,466		—
Increase/decrease	327,189		6,331
Reorganization Transactions	(389,227)		(6,415)
Balance, September 22, 2021	$	—	$	—

- Definition

Tabular disclosure of an entity's stock, including par or stated value per share, number and dollar amount of share subscriptions, shares authorized, shares issued, shares outstanding, number and dollar amount of shares held in an employee trust, dividend per share, total dividends, share conversion features, par value plus additional paid in capital, the value of treasury stock and other information necessary to a fair presentation, and EPS information. Stock by class includes common, convertible, and preferred stocks which are not redeemable or redeemable solely at the option of the issuer. Includes preferred stock with redemption features that are solely within the control of the issuer and mandatorily redeemable stock if redemption is required to occur only upon liquidation or termination of the reporting entity. If more than one issue is outstanding, state the title of each issue and the corresponding dollar amount; dollar amount of any shares subscribed but unissued and the deduction of subscriptions receivable there from; number of shares authorized, issued, and outstanding.

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+ Details

Equity-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2021

Share-based Payment Arrangement [Abstract]

Schedule of Nonvested Share Activity

The following table summarizes the activity related to the Company’s RSUs for the year ended December 31, 2021:


	Number of Restricted Stock Units	Weighted average grant date fair value
Balance as of December 31, 2020, unvested	—	$	—
Granted	1,417,231	$	13.14
Vested	(4,751)	$	12.00
Forfeited	(34,752)	$	13.12
Balance as of December 31, 2021, unvested	1,377,728	$	13.15

Schedule of Stock Options Roll Forward

The following table summarizes the activity related to the outstanding and exercisable stock options:


	Number of options	Weighted average exercise price		Weighted average grant date fair value		Weighted average remaining contractual term (years)
Outstanding as of December 31, 2020	—	$	—	$	—	—
Granted	1,618,064	$	12.00	$	4.28
Forfeited	(5,931)	$	12.00	$	4.29
Outstanding as of December 31, 2021	1,612,133	$	12.00	$	4.28	9.7

Exercisable as of December 31, 2021	162,952	$	12.00	$	4.20	9.7
Unvested as of December 31, 2021	1,449,181	$	12.00	$	4.29	9.7
Vested and expected to vest as of December 31, 2021	1,612,133	$	12.00	$	4.28	9.7

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions

Inputs to model for awards granted during the period from September 22, 2021 through December 31, 2021, are as follows:


Expected volatility	35.0	%
Expected dividend yield	Nil
Expected term (in years)	5 to 6.3 Years
Risk free interest rate	0.9	%

Schedule of Activity Related to the Unvested LLC Units

The following table summarizes the activity related to the unvested LLC Units:


	Number of LLC Units	Weighted average grant date fair value
Balance, January 1, 2019, unvested	487,091	$	0.21
Granted	177,346	$	0.29
Forfeited	(24,385)	$	0.27
Vested	(182,825)	$	0.24
Balance, January 1, 2020, unvested	457,227	$	0.16
Granted	1,444,831	$	0.29
Forfeited	(241,265)	$	0.27
Vested	(174,847)	$	0.27
Balance, December 31, 2020, unvested	1,485,946	$	0.28
Granted prior to September 22, 2021	1,515,276	$	0.67
Forfeited	(398,768)	$	0.22
Vested	(700,477)	$	0.46
Balance, December 31, 2021, unvested	1,901,977	$	0.52

Income Taxes and Tax Receivable Agreement (Tables)

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Earnings Used To Compute Income Taxes

Total Company earnings used to compute income taxes is as follows (in thousands):


	For the period from September 23, to December 31,
	2021
Pre-tax earnings of the Company	$	25,940
Earnings allocable to NCI (not allocable to the Company)	(24,728)
Pre-tax earnings of Brilliant Earth, Inc.	1,212
Income tax benefit recognized by Brilliant Earth, Inc.	316
After tax earnings of Brilliant Earth Group, Inc.	$	1,528

Schedule of Components of Income Tax Expense (Benefit)

The components of the benefit from income taxes are as follows as of December 31, 2021:


	December 31, 2021
Current tax benefit
Federal	$	—
State	—
Total current income tax benefit	—

Deferred tax benefit
Federal	(259)
State	(57)
Total deferred income tax benefit	(316)

Benefit from income taxes	$	(316)

Schedule of Effective Income Tax Rate Reconciliation

A reconciliation of the expected federal statutory rate of 21.0% to the effective rate is as follows (amount in thousands):


	Tax effect		Rate
Brilliant Earth Group, Inc. expected tax expense at statutory rate	$	255	21.0%
Less: equity interest in earnings of subsidiary not taxable (permanent difference)	(272)		(22.4)%
Brilliant Earth Group, Inc. level pre-tax loss as adjusted for tax	(17)		(1.4)%
Loss from investee per K-1 (inside basis difference)	(148)		(12.2)%
Loss from step up in outside basis	(151)		(12.5)%
Income tax benefit at effective rate	$	(316)	(26.1)%

Schedule of Deferred Tax Assets and Liabilities

As of December 31, 2021, the components of deferred tax assets are as follows (in thousands):


	December 31,
	2021
Deferred tax assets
Outside basis difference in investment	$	4,091
Net operating loss carryforwards	316




Net deferred tax asset	$	4,407

Business and Organization (Details) $ / shares in Units, $ in Millions			3 Months Ended	12 Months Ended
	Sep. 27, 2021 USD ($) $ / shares shares	Sep. 22, 2021 USD ($) shares	Dec. 31, 2021 shares	Dec. 31, 2021 segment	Sep. 23, 2021 shares
Concentration Risk [Line Items]
Number of operating segments \| segment				1
Number of reportable segments \| segment				1
Stock issued during period, shares, new issues (in shares)			9,583,332
Tax benefit distributions to noncontrolling interest holders, percent	85.00%		85.00%	85.00%	85.00%
Class P Warrants
Concentration Risk [Line Items]
Warrant carrying value \| $		$ 6.4
Conversion of convertible securities (in shares)		534,589
Class A Common Stock
Concentration Risk [Line Items]
Conversion of stock, shares issued (in shares)			28,053
Class B Common Stock
Concentration Risk [Line Items]
Stock issued during period, shares, new issues (in shares)	36,064,421		144,031
Class C Common Stock
Concentration Risk [Line Items]
Stock issued during period, shares, new issues (in shares)	50,232,863
Class B And Class C Common Stock
Concentration Risk [Line Items]
Common stock, shares, cancelled (in shares)	1,249,999
Class F, P and M Units Converted Into Common LLC Units
Concentration Risk [Line Items]
Conversion of stock, shares issued (in shares)	86,297,284
Conversion ratio	1.8588
Class F Units Converted Into Common LLC Units
Concentration Risk [Line Items]
Conversion ratio	1.8942
Class P Units Converted Into Common LLC Units
Concentration Risk [Line Items]
Conversion ratio	1.9080
Class M Units Converted Into Common LLC Units
Concentration Risk [Line Items]
Conversion ratio	1.7735
LLC Units Converted Into Class A And Class D Common Stock
Concentration Risk [Line Items]
Conversion ratio	1		1	1
Brilliant Earth, LLC
Concentration Risk [Line Items]
Economic interest percent				10.10%
Brilliant Earth, LLC
Concentration Risk [Line Items]
Noncontrolling interest, number of shares purchased (in shares)					8,333,333
Purchase of units from noncontrolling interest \| $	$ 93.5
Brilliant Earth, LLC \| Member Units
Concentration Risk [Line Items]
Noncontrolling interest, number of shares purchased (in shares)	8,333,333
Continuing Equity Owners
Concentration Risk [Line Items]
Noncontrolling interest, number of shares purchased (in shares)					1,249,999
Purchase of units from noncontrolling interest \| $	$ 14.0
Continuing Equity Owners \| Class B Common Stock
Concentration Risk [Line Items]
Stock redeemed (in shares)	522,386
Continuing Equity Owners \| Class C Common Stock
Concentration Risk [Line Items]
Stock redeemed (in shares)	727,613
Continuing Equity Owners \| Member Units
Concentration Risk [Line Items]
Noncontrolling interest, number of shares purchased (in shares)	1,249,999
IPO
Concentration Risk [Line Items]
Payments of stock issuance costs \| $	$ 13.4
Sale of stock, price per share net of underwriting discount (in dollars per share) \| $ / shares	$ 11.22
IPO \| Class A Common Stock
Concentration Risk [Line Items]
Number of shares issued in transaction (in shares)	9,583,332
Sale of stock, price per share (in dollars per share) \| $ / shares	$ 12.00
Consideration received on transaction \| $	$ 101.6
Over-Allotment Option \| Class A Common Stock
Concentration Risk [Line Items]
Number of shares issued in transaction (in shares)	1,249,999
Revenue from Contract with Customer Benchmark \| Geographic Concentration Risk \| United States
Concentration Risk [Line Items]
Concentration risk, percentage				90.00%

Summary of Significant Accounting Policies - Narrative (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)	Sep. 22, 2021 USD ($)	Sep. 30, 2019 USD ($)	Dec. 31, 2018 USD ($)
Noncontrolling Interest [Line Items]
Fair value of units				$ 389,200
Restricted cash	$ 205	$ 205	$ 204
Impairment losses	$ 0	0	0
Return period	30 days
Resizing period	60 days
Extended service plan period	3 years
Deferred revenue	$ 19,000	11,000
Deferred revenue, noncurrent	200	200
Revenue recognized	9,600	8,100	5,900
Refund liability	2,338	2,341	1,339			$ 448
Refund assets	1,100	1,200
Marketing, advertising and promotional costs	74,400	47,100	57,100
Foreign currency transactions	$ 500	$ 300	$ 300
Software
Noncontrolling Interest [Line Items]
Estimated useful life	3 years
Minimum
Noncontrolling Interest [Line Items]
Third-party extended service plan period	2 years
Accounting Standards Update 2016-02 \| Cumulative Effect, Period of Adoption, Adjustment \| Minimum
Noncontrolling Interest [Line Items]
Operating lease assets (liabilities), net	$ 17,000
Accounting Standards Update 2016-02 \| Cumulative Effect, Period of Adoption, Adjustment \| Maximum
Noncontrolling Interest [Line Items]
Operating lease assets (liabilities), net	$ 20,000
Class P Units
Noncontrolling Interest [Line Items]
Warrant liability, fair value				$ 6,400	$ 100
Conversion ratio	1
Brilliant Earth, LLC
Noncontrolling Interest [Line Items]
Noncontrolling interest, ownership percentage	89.90%

Summary of Significant Accounting Policies - Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Accounting Policies [Abstract]
Cash and cash equivalents	$ 172,865	$ 66,269	$ 40,394
International	205	205	204
Total	$ 173,070	$ 66,474	$ 40,598	$ 18,106

Summary of Significant Accounting Policies - Estimated Useful Life (Details)	12 Months Ended
	Dec. 31, 2021
Computer equipment
Property, Plant and Equipment [Line Items]
Estimated useful life	3 years
Equipment \| Minimum
Property, Plant and Equipment [Line Items]
Estimated useful life	5 years
Equipment \| Maximum
Property, Plant and Equipment [Line Items]
Estimated useful life	7 years
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Estimated useful life	7 years
Software Development and Website
Property, Plant and Equipment [Line Items]
Estimated useful life	3 years
Leasehold improvements \| Maximum
Property, Plant and Equipment [Line Items]
Estimated useful life	10 years

Summary of Significant Accounting Policies - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Disaggregation of Revenue [Line Items]
Total net sales	$ 380,189	$ 251,820	$ 201,343
United States
Disaggregation of Revenue [Line Items]
Total net sales	353,072	233,169	186,528
International
Disaggregation of Revenue [Line Items]
Total net sales	$ 27,117	$ 18,651	$ 14,815

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8906-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9031-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9038-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 4
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130543-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9054-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130545-203045

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 924
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-URI http://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856

+ Details

Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2021	Dec. 31, 2019
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Net income attributable to Brilliant Earth Group, Inc., BASIC	$ 1,528	$ 1,528
Add: Net income impact from assumed redemption of all LLC Units to common stock	10,736
Less: Income tax expense on net income attributable to NCI at 25.7%	(2,755)
Net income attributable to Brilliant Earth Group, Inc., after adjustment for assumed conversion, DILUTED	$ 9,509
Weighted average shares of common stock outstanding, BASIC (in shares)	9,590,443
Weighted average Class A common stock assumed outstanding, diluted (in shares)	96,741,421
BASIC earnings per share (in dollars per share)	$ 0.16
DILUTED earnings per share (in dollars per share)	$ 0.10
Effective tax rate, federal and state	(26.10%)
Subsidiaries
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Effective tax rate, federal and state	25.70%
Vested LLC Units that are exchangeable for common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive effects (in shares)	85,105,060
LLC Units, RSUs and stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive effects (in shares)	2,045,918

Inventories, Net - Schedule of Inventories, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Inventory [Line Items]
Allowance for inventory obsolescence	$ (260)	$ (242)	$ (169)	$ (145)
Total inventories, net	24,743	13,559
Loose diamonds
Inventory [Line Items]
Inventory, gross	9,013	4,938
Fine jewelry and other
Inventory [Line Items]
Inventory, gross	$ 15,990	$ 8,863

Inventories, Net - Allowance for Inventory Obsolescence (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Inventory Valuation Reserves [Roll Forward]
Balance at beginning of period	$ (242)	$ (169)	$ (145)
Change in allowance for inventory obsolescence	(18)	(73)	(24)
Balance at end of period	$ (260)	$ (242)	$ (169)

Inventories, Net - Narratives (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Inventory [Line Items]
Change in allowance for inventory obsolescence	$ 18	$ 73	$ 24
Consigned inventory	16,900	11,700
Maximum
Inventory [Line Items]
Change in allowance for inventory obsolescence	$ 100	$ 100	$ 100

Property and Equipment, Net (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Property, Plant and Equipment [Line Items]
Gross property and equipment	$ 9,856	$ 4,294
Less: accumulated depreciation	(3,124)	(2,308)
Total property and equipment, net	6,732	1,986
Depreciation expense	860	646	$ 622
Computer equipment
Property, Plant and Equipment [Line Items]
Gross property and equipment	131	159
Equipment
Property, Plant and Equipment [Line Items]
Gross property and equipment	1,064	351
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Gross property and equipment	880	311
Software and website
Property, Plant and Equipment [Line Items]
Gross property and equipment	338	29
Leasehold improvements
Property, Plant and Equipment [Line Items]
Gross property and equipment	6,743	3,285
Construction in progress
Property, Plant and Equipment [Line Items]
Gross property and equipment	$ 700	$ 159

Accrued Expenses and Other Current Liabilities - Accrued Expenses And Other Current Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Payables and Accruals [Abstract]
Accrued vendor expenses	$ 9,563	$ 5,409
Inventory received not billed	4,648	3,893
Accrued payroll expenses	4,498	1,515
Sales and other tax payable accrual	4,229	2,612
Provision for sales returns and allowances	2,338	2,341	$ 1,339	$ 448
Other	3,480	1,348
Total accrued expenses and other current liabilities	$ 28,756	$ 17,118

Accrued Expenses and Other Current Liabilities - Accrued Expenses and Other Current Liabilities is a Provision For Sales Returns (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Contract with Customer, Refund Liability [Roll Forward]
Balance at beginning of period	$ 2,341	$ 1,339	$ 448
Provision	15,329	16,712	13,346
Returns and allowances	(15,332)	(15,710)	(12,455)
Balance at end of period	$ 2,338	$ 2,341	$ 1,339

Leases - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
Leases - Narrative (Details) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Lessee, Lease, Description [Line Items]
Total operating lease expense	$ 3.3	$ 2.5	$ 1.9
Minimum
Lessee, Lease, Description [Line Items]
Operating lease term of contract	5 years
Maximum
Lessee, Lease, Description [Line Items]
Operating lease term of contract	10 years

Leases - Future Minimum Lease Payments Under Long-term Non-cancelable Operating Leases (Details) $ in Thousands	Dec. 31, 2021 USD ($)
Leases [Abstract]
2022	$ 3,507
2023	3,680
2024	3,530
2025	3,449
2026	3,103
Thereafter	7,897
Total minimum lease payments	$ 25,166

Long-Term Debt -Term Loan (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Sep. 30, 2019
Debt Instrument [Line Items]
Outstanding principal	$ 65,000	$ 65,000
Debt issuance costs	(1,422)	(2,789)
Net carrying amount	63,578	62,211
Current portion	30,789	0
Long term outstanding principal	34,211	65,000
Long term net carrying amount	32,789	62,211
Secured Debt \| Term Loan Agreement
Debt Instrument [Line Items]
Outstanding principal	65,000	65,000
Debt issuance costs	(1,422)	(2,789)	$ (2,600)
Net carrying amount	$ 63,578	$ 62,211

- Definition

Amount, after unamortized (discount) premium and debt issuance costs, of long-term debt. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations.

+ References + Details

Long-Term Debt - Narrative (Details) - USD ($)						1 Months Ended		12 Months Ended
Long-Term Debt - Narrative (Details) - USD ($)	Sep. 22, 2021	Aug. 29, 2021	Aug. 28, 2021	Dec. 17, 2020	Sep. 30, 2019	Dec. 31, 2020	Apr. 30, 2020	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 16, 2020	Dec. 31, 2018
Debt Instrument [Line Items]
Debt issuance costs						$ 2,789,000		$ 1,422,000	$ 2,789,000
Final payment								3,151,000
Amortization of debt issuance costs								1,717,000	1,121,000	$ 292,000
Class P Warrants
Debt Instrument [Line Items]
Number of securities called by warrants (in shares)					333,333
Warrant liability, fair value	$ 6,400,000				$ 100,000
Warrant carrying value	$ 6,400,000
Conversion of convertible securities (in shares)	534,589
Exercise price of warrants (in dollars per share)				$ 6.70	$ 3.52
First Amendment Warrants
Debt Instrument [Line Items]
Warrants issued (in shares)				25,000
Exercise price of warrants (in dollars per share)				$ 10.00
Warrant term				10 years
Maximum \| First Amendment Warrants
Debt Instrument [Line Items]
Warrant liability, fair value				$ 100,000
Notes Payable, Other Payables
Debt Instrument [Line Items]
Interest rate, stated percentage												10.00%
Related party notes payable												$ 11,000,000
Related party interest expense										1,000,000
Term Loan Agreement \| Secured Debt
Debt Instrument [Line Items]
Debt instrument, face amount				$ 65,000,000	$ 40,000,000
Debt issuance costs					2,600,000	2,789,000		1,422,000	2,789,000
Final payment					$ 1,600,000
Interest rate, effective percentage				9.25%							10.40%
Interest only period extension				6 months
Final payment modification, principal				$ 1,400,000
Final payment modification, debt issuance costs				$ 200,000
Interest expense, debt								$ 5,900,000	$ 3,800,000	$ 2,000,000
Interest rate during period								11.68%	13.01%	11.90%
Amortization of debt issuance costs									$ 1,100,000	$ 300,000
Term Loan Agreement \| Secured Debt \| Maximum
Debt Instrument [Line Items]
Prepayment fee, percent					0.0003%
Term Loan Agreement \| Secured Debt \| Minimum
Debt Instrument [Line Items]
Prepayment fee, percent					0.00%
Term Loan Agreement \| Secured Debt \| London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Floor interest rate					0.0215%
Basis spread on variable rate		7.75%	8.25%		0.0825%
Variable rate floor		0.50%	1.00%	1.00%							2.15%
First Tranche Term Loan \| Secured Debt
Debt Instrument [Line Items]
Debt instrument, face amount					$ 35,000,000
Second Tranche Term Loan \| Secured Debt
Debt Instrument [Line Items]
Debt instrument, face amount				$ 30,000,000	$ 5,000,000						$ 5,000,000
Debt issuance costs				$ 300,000
Maximum distribution period				90 days
PPP Loan
Debt Instrument [Line Items]
Interest expense, debt						$ 100,000
Borrowings from PPP loan							$ 2,700,000
Interest rate, stated percentage							1.00%

Long-Term Debt - Debt Maturity (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Debt Disclosure [Abstract]
2022	$ 30,789
2023	34,211
Outstanding principal	65,000	$ 65,000
Final payment	3,151
2022	30,789
2023	37,362
Total aggregate future principal payments	$ 68,151

Stockholders' Equity and Members Units Including Redeemable Convertible Class P Units - Schedule of Capitalization (Details)	Dec. 31, 2021 vote shares	Sep. 22, 2021 shares	Dec. 31, 2020 shares	Dec. 31, 2019 shares	Dec. 31, 2018 shares
Class of Stock [Line Items]
Preferred stock, shares authorized (in shares)	10,000,000
Preferred stock, shares issued (in shares)	0
Preferred stock, shares outstanding (in shares)	0
Common LLC Units issued (in shares)	85,163,263
Common LLC Units outstanding (in shares)	85,163,263	0	52,770,654	52,595,807	52,412,982
Conversion of LLC Units
Class of Stock [Line Items]
Common stock reserved for issuances (in shares)	85,163,263
Unvested LLC Units
Class of Stock [Line Items]
Common stock reserved for issuances (in shares)	1,901,977
Unvested RSUs
Class of Stock [Line Items]
Common stock reserved for issuances (in shares)	1,377,728
Stock options
Class of Stock [Line Items]
Common stock reserved for issuances (in shares)	1,449,181
Class A Common Stock
Class of Stock [Line Items]
Common stock, shares authorized (in shares)	1,200,000,000
Common stock, shares issued (in shares)	9,614,523
Common stock, shares outstanding (in shares)	9,614,523
Votes per share \| vote	1
Class B Common Stock
Class of Stock [Line Items]
Common stock, shares authorized (in shares)	150,000,000
Common stock, shares issued (in shares)	35,658,013
Common stock, shares outstanding (in shares)	35,658,013
Votes per share \| vote	1
Class C Common Stock
Class of Stock [Line Items]
Common stock, shares authorized (in shares)	150,000,000
Common stock, shares issued (in shares)	49,505,250
Common stock, shares outstanding (in shares)	49,505,250
Votes per share \| vote	10
Class D Common Stock
Class of Stock [Line Items]
Common stock, shares authorized (in shares)	150,000,000
Common stock, shares issued (in shares)	0
Common stock, shares outstanding (in shares)	0
Votes per share \| vote	10

Stockholders' Equity and Members Units Including Redeemable Convertible Class P Units - Narrative (Details)			1 Months Ended	3 Months Ended	6 Months Ended	9 Months Ended	12 Months Ended
	Sep. 27, 2021 shares	Sep. 22, 2021 USD ($) director	Dec. 31, 2020 USD ($)	Dec. 31, 2021 shares	Jun. 30, 2021	Sep. 22, 2021 USD ($) director	Dec. 31, 2021 USD ($) shares	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)
Class of Stock [Line Items]
Special distribution to members \| $			$ 10,000,000					$ 10,000,000
Special distribution to members \| $								20,000,000
Increase (decrease) in redeemable convertible preferred units to redemption value \| $						$ (327,189,000)	$ (327,189,000)	8,499,000	$ (18,250,000)
Increase/decrease \| $							$ 6,331,000	0	0
Preferred stock, shares issued (in shares)				0			0
Stock issued during period, shares, new issues (in shares)				9,583,332
Stock options exercised (in shares)				0
Tax distributions to members \| $							$ 21,441,000	0	0
Temporary equity, redemption \| $		$ 389,200,000				$ 389,227,000	$ 389,227,000
Member Units
Class of Stock [Line Items]
Special distribution to members \| $			$ 20,000,000					20,000,000
RSUs
Class of Stock [Line Items]
Shares withheld for tax withholding obligation (in shares)				3,138			1,613
LLC Units Converted Into Class A And Class D Common Stock
Class of Stock [Line Items]
Conversion ratio	1			1			1
Brilliant Earth, LLC
Class of Stock [Line Items]
Economic interest percent							10.10%
Noncontrolling interest, ownership percentage				89.90%			89.90%
Class A Common Stock
Class of Stock [Line Items]
Ratio of common Stock held to number of LLC interests held				1			1
Common stock, shares issued (in shares)				9,614,523			9,614,523
Common stock, shares outstanding (in shares)				9,614,523			9,614,523
Conversion of stock, shares issued (in shares)				28,053
Common Class B And Class C
Class of Stock [Line Items]
Ratio of common Stock held to number of LLC interests held				1			1
Common stock, shares issued (in shares)				85,163,263			85,163,263
Class B Common Stock
Class of Stock [Line Items]
Common stock, shares issued (in shares)				35,658,013			35,658,013
Common stock, shares outstanding (in shares)				35,658,013			35,658,013
Stock issued during period, shares, new issues (in shares)	36,064,421			144,031
Class C Common Stock
Class of Stock [Line Items]
Common stock, shares issued (in shares)				49,505,250			49,505,250
Common stock, shares outstanding (in shares)				49,505,250			49,505,250
Stock issued during period, shares, new issues (in shares)	50,232,863
Class D Common Stock
Class of Stock [Line Items]
Common stock, shares issued (in shares)				0			0
Common stock, shares outstanding (in shares)				0			0
Class F Units
Class of Stock [Line Items]
Number of directors elected \| director		4				4
Allocation of net profit (loss) in excess of threshold \| $								11,300,000
Class F Units \| Member Units
Class of Stock [Line Items]
Special distribution to members \| $								20,000,000
Class F and Class P Units
Class of Stock [Line Items]
Allocation of net profit (loss) in excess of threshold \| $						$ 14,000,000		10,300,000
Class P Units
Class of Stock [Line Items]
Conversion ratio				1			1
Number of directors elected \| director		3				3
Special distribution to members \| $								10,000,000
Cash settlement period							2 years
Increase (decrease) in redeemable convertible preferred units to redemption value \| $						$ 327,200,000		$ (8,500,000)	$ 18,300,000
Class P and Class M Units
Class of Stock [Line Items]
Weighting percentage per method					33.30%			33.30%	33.30%

Stockholders' Equity and Members Units Including Redeemable Convertible Class P Units - Member Units (Details) - shares	Dec. 31, 2021	Sep. 23, 2021	Sep. 22, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Class of Stock [Line Items]
Temporary equity, shares authorized (in shares)		33,162,444		33,162,444
Temporary equity, shares issued (in shares)		32,435,595		32,435,595
Temporary equity, shares outstanding (in shares)		32,435,595	0	32,435,595	32,435,595	32,435,595
Common LLC Units outstanding (in shares)	85,163,263		0	52,770,654	52,595,807	52,412,982
Common LLC Units issued (in shares)	85,163,263
Class F Units
Class of Stock [Line Items]
Units authorized (in shares)		50,954,445		50,954,445
Common LLC Units outstanding (in shares)		50,232,863		50,232,863
Common LLC Units issued (in shares)		50,232,863		50,232,863
Class M Units
Class of Stock [Line Items]
Units authorized (in shares)		7,791,744		4,638,881
Common LLC Units outstanding (in shares)		3,904,237		2,537,791
Common LLC Units issued (in shares)		3,904,237		2,537,791

Stockholders' Equity and Members Units Including Redeemable Convertible Class P Units - Warrants Outstanding (Details) - Class P Warrants - $ / shares	Sep. 22, 2021	Dec. 17, 2020	Sep. 30, 2019
Class of Warrant or Right [Line Items]
Number of units under warrants	534,589	37,297	497,292
Exercise price of warrants (in dollars per share)		$ 6.70	$ 3.52
Fair value per warrant on issue date (in dollars per share)		$ 0.01	$ 0.17

Stockholders' Equity and Members Units Including Redeemable Convertible Class P Units - Quantitative Information and Valuation Methods (Details) - Fair Value, Inputs, Level 3	9 Months Ended		12 Months Ended
	Sep. 22, 2021	Sep. 21, 2021	Dec. 31, 2020	Dec. 31, 2019
Class of Warrant or Right [Line Items]
Control premium	20.00%		20.00%	20.00%
Valuation Technique, Discounted Cash Flow
Class of Warrant or Right [Line Items]
Discount rate	22.00%			25.00%
Valuation Technique, Discounted Cash Flow \| Minimum
Class of Warrant or Right [Line Items]
Discount rate			22.00%
Valuation Technique, Discounted Cash Flow \| Maximum
Class of Warrant or Right [Line Items]
Discount rate			25.00%
Class P Warrants and Class M Units
Class of Warrant or Right [Line Items]
Volatility		40.00%	45.00%	35.00%
Time to Liquidity in years				2 years 4 months 24 days
Risk free rate	0.07%		0.10%	1.60%
Discount for lack of marketability				18.00%
Class P Warrants and Class M Units \| Minimum
Class of Warrant or Right [Line Items]
Time to Liquidity in years	9 months 18 days		1 year 2 months 12 days
Discount for lack of marketability	7.50%		12.00%
Class P Warrants and Class M Units \| Maximum
Class of Warrant or Right [Line Items]
Time to Liquidity in years	1 year		1 year 6 months
Discount for lack of marketability	10.00%		15.00%

Stockholders' Equity and Members Units Including Redeemable Convertible Class P Units - Fair Value Amounts (Details) - USD ($) $ in Thousands	1 Months Ended	9 Months Ended	12 Months Ended
	Dec. 31, 2020	Sep. 22, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Class P Unit redemption value
Special distribution to members	$ (10,000)			$ (10,000)
Tax distributions to members		$ (9,755)	$ (9,755)
Class P Unit warrant liability
Increase/decrease			6,331	0	$ 0
Class P Units
Class P Unit redemption value
Beginning balance, redemption value		66,327	66,327	80,829	62,579
Increase/decrease		327,189		(8,499)	18,250
Special distribution to members				(10,000)
Tax distributions to members		(9,755)
Net income allocable to Class P Units		5,466		3,997
Reorganization Transactions		(389,227)
Ending balance, redemption value	66,327	0		66,327	80,829
Class P Warrants
Class P Unit warrant liability
Warrant liability beginning balance		84	$ 84	83	0
Increase/decrease		6,331		1	83
Reorganization Transactions		(6,415)
Warrant liability ending balance	$ 84	$ 0		$ 84	$ 83

Stockholders' Equity and Members Units Including Redeemable Convertible Class P Units - Change in Units Prior to Reorganization (Details) - USD ($) $ in Thousands		1 Months Ended	9 Months Ended	12 Months Ended
	Sep. 22, 2021	Dec. 31, 2020	Sep. 22, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Increase (Decrease) in Temporary Equity [Roll Forward]
Class P Units, beginning balance (in shares)			32,435,595	32,435,595	32,435,595	32,435,595
Class P Units, beginning balance			$ 66,327	$ 66,327	$ 80,829	$ 62,579
Special distribution to members		$ (10,000)			(10,000)
Tax distributions to members prior to the Reorganization Transactions and IPO			(9,755)	(9,755)
Net income			5,466	5,466	3,997
Adjustment of redeemable convertible preferred units to redemption value			$ 327,189	$ 327,189	$ (8,499)	$ 18,250
Reorganization Transactions (in shares)			(32,435,595)	(32,435,595)
Reorganization Transactions	$ (389,200)		$ (389,227)	$ (389,227)
Class P Units, ending balance (in shares)	0	32,435,595	0		32,435,595	32,435,595
Class P Units, ending balance	$ 0	$ 66,327	$ 0	$ 0	$ 66,327	$ 80,829
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Units, beginning balance (in shares)			52,770,654	52,770,654	52,595,807	52,412,982
Units, beginning balance			$ (85,395)	$ (85,395)	$ (91,519)	$ (65,534)
Special distribution to members					$ (20,000)
Tax distributions to members prior to the Reorganization Transactions and IPO			$ (11,643)	(43)
Vested Class M Units (in shares)			556,446		174,847	182,825
Equity-based compensation			$ 246	246	$ 46	$ 43
Net income (loss)				26,256	21,576	(7,778)
Net income			8,526		17,579
Adjustment of redeemable convertible preferred units to redemption value			$ (327,189)	(327,189)	$ 8,499	$ (18,250)
Reorganization Transactions (in shares)			(53,327,100)
Reorganization Transactions			$ 415,455	$ 395,651
Units, ending balance (in shares)	0	52,770,654	0	85,163,263	52,770,654	52,595,807
Units, ending balance	$ 0	$ (85,395)	$ 0	$ 0	$ (85,395)	$ (91,519)
Member Units
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Units, beginning balance (in shares)			52,770,654	52,770,654	52,595,807	52,412,982
Units, beginning balance			$ (85,395)	$ (85,395)	$ (91,519)	$ (65,534)
Special distribution to members		$ (20,000)			$ (20,000)
Vested Class M Units (in shares)				556,446	174,847	182,825
Equity-based compensation				$ 246	$ 46	$ 43
Net income (loss)						(7,778)
Net income					17,579
Adjustment of redeemable convertible preferred units to redemption value				$ (327,189)	$ 8,499	$ (18,250)
Reorganization Transactions (in shares)				(53,327,100)
Reorganization Transactions				$ 415,455
Units, ending balance (in shares)		52,770,654			52,770,654	52,595,807
Units, ending balance		$ (85,395)			$ (85,395)	$ (91,519)
Class F Units
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Units, beginning balance (in shares)			50,232,863	50,232,863
Units, ending balance (in shares)		50,232,863			50,232,863
Class F Units \| Member Units
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Units, beginning balance (in shares)			50,232,863	50,232,863	50,232,863	50,232,863
Units, beginning balance			$ (85,695)	$ (85,695)	$ (91,773)	$ (65,745)
Special distribution to members					(20,000)
Tax distributions to members prior to the Reorganization Transactions and IPO			(11,643)
Net income (loss)						(7,778)
Net income			8,526		17,579
Adjustment of redeemable convertible preferred units to redemption value			$ (327,189)		$ 8,499	$ (18,250)
Reorganization Transactions (in shares)			(50,232,863)
Reorganization Transactions			$ 416,001
Units, ending balance (in shares)	0	50,232,863	0		50,232,863	50,232,863
Units, ending balance	$ 0	$ (85,695)	$ 0		$ (85,695)	$ (91,773)
Class M Units
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Units, beginning balance (in shares)			2,537,791	2,537,791
Units, ending balance (in shares)		2,537,791			2,537,791
Class M Units \| Member Units
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Units, beginning balance (in shares)			2,537,791	2,537,791	2,362,944	2,180,119
Units, beginning balance			$ 300	$ 300	$ 254	$ 211
Vested Class M Units (in shares)			556,446		174,847	182,825
Equity-based compensation			$ 246		$ 46	$ 43
Reorganization Transactions (in shares)			(3,094,237)
Reorganization Transactions			$ (546)
Units, ending balance (in shares)	0	2,537,791	0		2,537,791	2,362,944
Units, ending balance	$ 0	$ 300	$ 0		$ 300	$ 254

Equity-Based Compensation - Narrative (Details) $ / shares in Units, $ in Thousands			3 Months Ended	12 Months Ended
	Sep. 23, 2021 shares	Sep. 22, 2021 $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2020 USD ($) $ / shares shares	Dec. 31, 2019 USD ($) shares	Dec. 31, 2018 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period		4 years
Tax benefit from share-based compensation expense \| $				$ 0
Options, grants in period (in shares)		1,618,064		1,618,064
Strike price (in dollars per share) \| $ / shares		$ 12.00	$ 12.00	$ 12.00	$ 0
Options, exercisable, intrinsic value \| $			$ 1,000	$ 1,000
Options, outstanding, intrinsic value \| $			9,800	9,800
Option, cost not yet recognized \| $			$ 5,500	$ 5,500
Weighted average remaining contractual term				9 years 8 months 12 days
Weighted average remaining contractual term, vested and expected to vest				9 years 8 months 12 days
Class M Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unvested units (in shares)	2,006,212
Class M Units \| Share-based Payment Arrangement, Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting rights, percentage		25.00%
Award vesting period		3 years
LLC Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period				4 years
Unvested units (in shares)	2,046,008		1,901,977	1,901,977	1,485,946	457,227	487,091
Conversion ratio	1.8588
Grants in period (in shares)				1,515,276	1,444,831	177,346
Share-based compensation expense \| $				$ 900
Cost not yet recognized, period for recognition				3 years
LLC Units \| Selling, General and Administrative Expenses
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense \| $				$ 300	$ 100	$ 100
RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock reserved for issuances (in shares)			1,377,728	1,377,728
Award vesting rights, percentage	25.00%
Unvested units (in shares)			1,377,728	1,377,728	0
Grants in period (in shares)				1,417,231
Shares withheld for tax withholding obligation (in shares)			3,138	1,613
Share-based compensation expense \| $			$ 1,000
Tax benefit from share-based compensation expense \| $				$ 0
Unamortized compensation cost \| $			$ 17,100	$ 17,100
Cost not yet recognized, period for recognition				3 years 9 months 18 days
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock reserved for issuances (in shares)			1,449,181	1,449,181
Share-based compensation expense \| $			$ 1,400
Cost not yet recognized, period for recognition				3 years 1 month 6 days
Expiration period		10 years
Weighted average remaining contractual term, vested and expected to vest				9 years 8 months 12 days
2021 Incentive Award Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock reserved for issuances (in shares)	10,923,912
Increase in number of shares available for grant, percentage of shares outstanding	5.00%
Maximum shares issued upon exercise (in shares)		81,929,342
Number of shares available for grant (in shares)			7,888,617	7,888,617
2021 Incentive Award Plan \| ESPP
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock reserved for issuances (in shares)	1,638,586

Equity-Based Compensation - RSU Activity (Details) - Unvested RSUs	12 Months Ended
	Dec. 31, 2021 $ / shares shares
Number of Restricted Stock Units
Unvested, beginning balance (in shares) \| shares	0
Grants in period (in shares) \| shares	1,417,231
Vested (in shares) \| shares	(4,751)
Forfeited (in shares) \| shares	(34,752)
Unvested, ending balance (in shares) \| shares	1,377,728
Weighted average grant date fair value
Unvested beginning balance (in dollars per share) \| $ / shares	$ 0
Granted (in dollars per share) \| $ / shares	13.14
Vested (in dollars per share) \| $ / shares	12.00
Forfeited (in dollars per share) \| $ / shares	13.12
Unvested ending balance (in dollars per share) \| $ / shares	$ 13.15

Equity-Based Compensation - Stock Option Activity (Details) - $ / shares		12 Months Ended
	Sep. 22, 2021	Dec. 31, 2021
Number of options
Outstanding as of December 31, 2020 (in shares)		0
Granted ( in shares)	1,618,064	1,618,064
Forfeited (in shares)		(5,931)
Outstanding as of December 31, 2021 (in shares)		1,612,133
Weighted average exercise price
Outstanding as of December 31, 2020 (in dollars per share)		$ 0
Granted (in dollars per share)		12.00
Forfeited (in dollars per share)		12.00
Outstanding as of December 31, 2021 (in dollars per share)	$ 12.00	12.00
Weighted average grant date fair value
Outstanding as of December 31, 2020 (in dollars per share)		0
Granted (in dollars per share)		4.28
Forfeited (in dollars per share)		4.29
Outstanding as of December 31, 2021 (in dollars per share)		$ 4.28
Weighted average remaining contractual term (years)
Weighted average remaining contractual term		9 years 8 months 12 days
Weighted average remaining contractual term, exercisable		9 years 8 months 12 days
Weighted average remaining contractual term, Unvested		9 years 8 months 12 days
Weighted average remaining contractual term, vested and expected to vest		9 years 8 months 12 days
Options, Vested and Expected to Vest
Options exercisable (in shares)		162,952
Options unvested (in shares)		1,449,181
Options, vested and expected to vest (in shares)		1,612,133
Options exercisable, weighted average exercise price (in dollars per share)		$ 12.00
Options unvested, weighted average exercise price (in dollars per share)		12.00
Vested and expected to vest, weighted average exercise price (in dollars per share)		12.00
Options exercisable, weighted average grant date fair value (in dollars per share)		4.20
Options unvested, weighted average grant date fair value (in dollars per share)		4.29
Options vested and expected to vest, weighted average grant date fair value (in dollars per share)		$ 4.28

Equity-Based Compensation - Valuation Assumptions (Details) - Stock options	3 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility		35.00%
Expected dividend yield		0.00%
Risk free interest rate		0.90%
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)	5 years
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)	6 years 3 months 18 days

Equity-Based Compensation - LLC Unit Activity (Details) - LLC Units - $ / shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Number of LLC Units
Unvested, beginning balance (in shares)	1,485,946	457,227	487,091
Granted (in shares)	1,515,276	1,444,831	177,346
Forfeited (in shares)	(398,768)	(241,265)	(24,385)
Vested (in shares)	(700,477)	(174,847)	(182,825)
Unvested, ending balance (in shares)	1,901,977	1,485,946	457,227
Weighted average grant date fair value
Unvested beginning balance (in dollars per share)	$ 0.28	$ 0.16	$ 0.21
Granted (in dollars per share)	0.67	0.29	0.29
Forfeited (in dollars per share)	0.22	0.27	0.27
Vested (in dollars per share)	0.46	0.27	0.24
Unvested ending balance (in dollars per share)	$ 0.52	$ 0.28	$ 0.16

Income Taxes and Tax Receivable Agreement - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Sep. 27, 2021	Sep. 23, 2021
Income Tax Contingency [Line Items]
Brilliant Earth Group, Inc. expected tax expense at statutory rate	21.00%
Effective tax rate, federal and state	(26.10%)
Income tax benefit recognized by Brilliant Earth, Inc.	$ 316	$ 316	$ 0	$ 0
Deferred tax assets related to tax receivable agreement	$ 4,100	$ 4,100				$ 4,400
Tax benefit distributions to noncontrolling interest holders, percent	85.00%	85.00%			85.00%	85.00%
Tax receivable agreement liability	$ 3,800	$ 3,800
Tax receivable agreement, recognition in additional-paid-in-capital	300	300
Federal net operating loss carryforwards	$ 1,200	$ 1,200
Continuing Equity Owners
Income Tax Contingency [Line Items]
Noncontrolling interest, number of shares purchased (in shares)						1,249,999
Brilliant Earth, LLC
Income Tax Contingency [Line Items]
Noncontrolling interest, number of shares purchased (in shares)						8,333,333

Income Taxes and Tax Receivable Agreement - Earnings Used to Compute Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Pre-tax earnings of the Company		$ 25,940	$ 21,576	$ (7,778)
Earnings allocable to NCI (not allocable to the Company)	$ (24,728)	(24,728)
Pre-tax earnings of Brilliant Earth, Inc.	1,212
Income tax benefit recognized by Brilliant Earth, Inc.	316	316	$ 0	0
Net income allocable to Brilliant Earth Group, Inc.	$ 1,528	$ 1,528

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

+ References

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+ Details

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

Income Taxes and Tax Receivable Agreement - Component of Deferred Tax Assets (Details) $ in Thousands	Dec. 31, 2021 USD ($)
Income Tax Disclosure [Abstract]
Outside basis difference in investment	$ 4,091
Net operating loss carryforwards	316
Net deferred tax asset	$ 4,407

Income Taxes and Tax Receivable Agreement - Provision for Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Current tax benefit
Federal		$ 0
State		0
Total current income tax benefit		0
Deferred tax benefit
Federal		(259)
State		(57)
Total deferred income tax benefit		(316)	$ 0	$ 0
Income tax benefit	$ (316)	$ (316)	$ 0	$ 0

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Income Taxes and Tax Receivable Agreement - Effective Income Tax Reconciliation (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Tax effect
Brilliant Earth Group, Inc. expected tax expense at statutory rate	$ 255
Less: equity interest in earnings of subsidiary not taxable (permanent difference)	(272)
Brilliant Earth Group, Inc. level pre-tax loss as adjusted for tax	(17)
Loss from investee per K-1 (inside basis difference)	(148)
Loss from step up in outside basis	(151)
Income tax benefit	$ (316)	$ (316)	$ 0	$ 0
Rate
Brilliant Earth Group, Inc. expected tax expense at statutory rate	21.00%
Less: equity interest in earnings of subsidiary not taxable (permanent difference)	(22.40%)
Brilliant Earth Group, Inc. level pre-tax loss as adjusted for tax	(1.40%)
Loss from investee per K-1 (inside basis difference)	(12.20%)
Loss from step up in outside basis	(12.50%)
Income tax benefit at effective rate	(26.10%)

Commitments and Contingencies (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Long-term Purchase Commitment [Line Items]
Letter of credit	$ 0.2
Defined contribution plan, cost	0.5	$ 0.4	$ 0.3
Capital Addition Purchase Commitments
Long-term Purchase Commitment [Line Items]
Capital commitment	$ 1.6

Subsequent Events (Details) $ / shares in Units, $ in Millions			3 Months Ended	12 Months Ended
	Feb. 02, 2022 $ / shares shares	Sep. 22, 2021	Mar. 22, 2022 USD ($) lease	Dec. 31, 2021 $ / shares shares
Subsequent Event [Line Items]
Award vesting period		4 years
Unvested RSUs
Subsequent Event [Line Items]
Grants in period (in shares) \| shares				1,417,231
Granted (in dollars per share) \| $ / shares				$ 13.14
Subsequent Event
Subsequent Event [Line Items]
Number of new leases commenced during period \| lease			6
Future minimum aggregate rent payments \| $			$ 4.5
Subsequent Event \| Unvested RSUs
Subsequent Event [Line Items]
Grants in period (in shares) \| shares	600,000
Granted (in dollars per share) \| $ / shares	$ 11.84
Award vesting period	4 years