0001866757-22-000096 | 10-Q | XBRL Viewer | Brilliant Earth Group INC

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Stockholders' and Members' Equity - Narrative (Details) $ in Thousands			3 Months Ended
	Mar. 31, 2022 shares	Sep. 27, 2021 shares	Mar. 31, 2022 USD ($) shares	Mar. 31, 2021 USD ($)	Dec. 31, 2021 shares	Sep. 23, 2021
Class of Stock [Line Items]
Preferred stock, shares issued (in shares)	0		0		0
Conversion ratio						1.8588
Stock options exercised (in shares)			0
Tax distributions to members \| $			$ 6,874	$ 75
Class B
Class of Stock [Line Items]
Stock issued during period, shares, new issues (in shares)			337,323
Unvested RSUs
Class of Stock [Line Items]
Stock issued during period, shares, new issues (in shares)			40,019
LLC Units Converted Into Class A And Class D Common Stock
Class of Stock [Line Items]
Conversion ratio	1	1	1
Class B Common Stock Converted to Class A Common Stock
Class of Stock [Line Items]
Conversion of stock, shares converted (in shares)			668,640
Class C Common Stock Converted to Class A Common Stock
Class of Stock [Line Items]
Conversion of stock, shares converted (in shares)			385,274
Brilliant Earth, LLC
Class of Stock [Line Items]
Economic interest percent	11.30%	10.10%
Noncontrolling interest, ownership percentage	88.70%		88.70%
Class A
Class of Stock [Line Items]
Ratio of common Stock held to number of LLC interests held	1		1
Common stock, shares issued (in shares)	10,708,456		10,708,456		9,614,523
Common stock, shares outstanding (in shares)	10,708,456		10,708,456		9,614,523
Class A \| IPO Investors
Class of Stock [Line Items]
Common stock, shares issued (in shares)	10,708,456		10,708,456
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)	84,446,672		84,446,672
Class B
Class of Stock [Line Items]
Common stock, shares issued (in shares)	35,326,696		35,326,696		35,658,013
Common stock, shares outstanding (in shares)	35,326,696		35,326,696		35,658,013
Stock issued during period, shares, new issues (in shares)		36,064,421
Class B \| Continuing Equity Owners
Class of Stock [Line Items]
Common stock, shares issued (in shares)	35,326,696		35,326,696
Class C
Class of Stock [Line Items]
Common stock, shares issued (in shares)	49,119,976		49,119,976		49,505,250
Common stock, shares outstanding (in shares)	49,119,976		49,119,976		49,505,250
Stock issued during period, shares, new issues (in shares)		50,232,863
Class C \| Founders
Class of Stock [Line Items]
Common stock, shares issued (in shares)	49,119,976		49,119,976
Class D
Class of Stock [Line Items]
Common stock, shares issued (in shares)	0		0		0
Common stock, shares outstanding (in shares)	0		0		0

Inventories, Net (Tables)

3 Months Ended

Mar. 31, 2022

Inventory Disclosure [Abstract]

Schedule of Inventories, Net

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


	March 31,		December 31,
	2022		2021
Loose diamonds	$	8,367	$	9,013
Fine jewelry and other	20,269		15,990
Allowance for inventory obsolescence	(244)		(260)
Total inventories, net	$	28,392	$	24,743

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


	March 31,		March 31,
	2022		2021
Balance at beginning of period	$	(260)	$	(242)
Change in allowance for inventory obsolescence	16		24
Balance at end of period	$	(244)	$	(218)

Leases - Total Operating Lease Right-of-Use Assets and Operating Lease Liabilities (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Assets
Operating ROU assets at cost	$ 20,750
Accumulated amortization	(683)
Net book value	20,067	$ 0
Liabilities
Less: current portion	2,779	0
Operating Lease, Liability, Noncurrent	19,882	$ 0
Net present value of operating lease liabilities	22,661
Income and Expenses
Operating lease costs	$ 924

Inventories, Net - Narratives (Details) - USD ($) $ in Millions	Mar. 31, 2022	Dec. 31, 2021
Inventory Disclosure [Abstract]
Consigned inventory	$ 21.3	$ 16.9

Long-Term Debt - Narrative (Details) - USD ($)						3 Months Ended
Long-Term Debt - Narrative (Details) - USD ($)	Sep. 22, 2021	Aug. 29, 2021	Aug. 28, 2021	Dec. 17, 2020	Sep. 30, 2019	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Sep. 23, 2021	Dec. 16, 2020
Debt Instrument [Line Items]
Debt issuance costs						$ 1,084,000		$ 1,422,000
Final payment						3,151,000
Amortization of debt issuance costs						423,000	$ 423,000
Other long-term liabilities
Debt Instrument [Line Items]
Final payment						2,900,000		2,800,000
Class P Warrants
Debt Instrument [Line Items]
Number of securities called by warrants (in shares)					333,333
Warrant liability, fair value					$ 100,000				$ 6,400,000
Warrant carrying value	$ 6,400,000
Conversion of convertible securities (in shares)	534,589
First Amendment Warrants
Debt Instrument [Line Items]
Warrant liability, fair value				$ 100,000
Warrants issued (in shares)				25,000
Exercise price of warrants (in dollars per share)				$ 10
Warrant term				10 years
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	$ 1,084,000		$ 1,422,000
Final payment					$ 1,600,000
Interest rate, effective percentage				9.25%						10.40%
Interest only period extension				6 months
Prepayment term extension				6 months
Final payment modification, principal				$ 1,400,000
Final payment modification, debt issuance costs				$ 200,000
Interest rate during period						11.08%	12.02%
Interest expense, debt						$ 1,400,000	$ 1,500,000
Term Loan Agreement \| Secured Debt \| Maximum
Debt Instrument [Line Items]
Prepayment fee, percent					3.00%
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					2.15%
Basis spread on variable rate		7.75%	8.25%		8.25%
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

Equity-Based Compensation

3 Months Ended

Mar. 31, 2022

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 March 31, 2022, 9,391,642 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 three months ended March 31, 2022:


	Number of Restricted Stock Units	Weighted Average Grant Date Fair Value
Balance as of December 31, 2021, unvested	1,377,728	$	13.15
Granted	1,192,805	$	11.08
Vested	(40,019)	$	12.00
Forfeited	(67,646)	$	13.32
Balance as of March 31, 2022, unvested	2,462,868	$	12.16

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 $1.4 million for the three months ended March 31, 2022, and is included in selling, general and administrative expenses in the unaudited condensed 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 $28.0 million as of March 31, 2022 is expected to be recognized over a weighted-average period of approximately 3.7 years.

Grants of Stock Options

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 10.0 years from the date of issuance.

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


	Number of options	Weighted Average Grant Date Fair Value
Outstanding as of December 31, 2021	1,612,133	$	4.28

Forfeited	(468,189)	$	4.29
Outstanding as of March 31, 2022	1,143,944	$	4.29

Vested and exercisable as of March 31, 2022	458,008	$	4.26
Unvested as of March 31, 2022	685,936	$	4.29
Vested and expected to vest as of March 31, 2022	1,143,944	$	4.28

As of March 31, 2022, the vested stock options did not have an aggregated intrinsic value as the exercise price exceeded the estimated fair market value of the stock options. The stock option awards have weighted average remaining contractual terms of 9.5 years.

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 on September 22, 2021 are as follows:


Expected volatility	35.0	%
Expected dividend yield	Nil
Expected term (in years)	5.0 to 6.3 Years
Risk free interest rate	0.9	%

Total compensation expense for stock options was approximately $0.6 million for the three months ended March 31, 2022, and is included in selling, general and administrative expenses in the unaudited condensed consolidated statements of operations.

As of March 31, 2022, total compensation cost related to unvested option awards not yet recognized was $2.9 million and the weighted-average period over which the compensation is expected to be recognized is 2.9 years.

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 for the three months ended of each period:


	Number of LLC Units	Weighted average grant date fair value
Balance, December 31, 2020, unvested	1,485,946	$	0.29
Granted	1,187,852	$	0.21
Forfeited	(17,733)	$	0.30
Vested	(325,211)	$	0.29
Balance, March 31, 2021, unvested	2,330,854	$	0.25


	Number of LLC Units	Weighted average grant date fair value
Balance, December 31, 2021, unvested	1,901,977	$	0.52

Forfeited	(489,780)	$	0.21
Vested	(337,323)	$	0.42
Balance, March 31, 2022, unvested	1,074,874	$	0.68

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 unvested LLC Units recorded in selling, general and administrative expenses in the unaudited condensed consolidated statements of operations were approximately $0.1 million and $0.1 million, for the three months ended March 31, 2022 and 2021, respectively.

The unamortized LLC Unit compensation cost of $0.7 million as of March 31, 2022 is expected to be recognized over a weighted-average period of approximately 2.7 years.

Subsequent Events	3 Months Ended
Subsequent Events	Mar. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	SUBSEQUENT EVENTSThe Company entered into 3 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 $3.9 million.

Commitments and Contingencies	3 Months Ended
Commitments and Contingencies	Mar. 31, 2022
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 Quarterly Report on Form 10-Q, 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 March 31, 2022, 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 March 31, 2022, these commitments totaled $3.2 million related to the opening of new locations. Letter of Credit As of March 31, 2022, 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 unaudited condensed 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 $0.3 million and $0.2 million, for the three months ended March 31, 2022 and 2021, respectively.

Inventories, Net - Allowance for Inventory Obsolescence (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Inventory Valuation Reserves [Roll Forward]
Balance at beginning of period	$ (260)	$ (242)
Change in allowance for inventory obsolescence	16	24
Balance at end of period	$ (244)	$ (218)

Stockholders' and Members' Equity (Tables)

3 Months Ended

Mar. 31, 2022

Equity [Abstract]

Schedule of Stock by Class

The following summarizes the capitalization and voting rights of the Company’s classes of equity as of March 31, 2022 and December 31, 2021:


		March 31,	December 31,
		2022	2021
	Authorized	Issued & Outstanding		Votes per share	Economic Rights
Preferred stock	10,000,000	None	None

Common stock:
Class A	1,200,000,000	10,708,456	9,614,523	1	Yes
Class B	150,000,000	35,326,696	35,658,013	1	No
Class C	150,000,000	49,119,976	49,505,250	10	No
Class D	150,000,000	None	None	10	Yes

Common stock reserved for issuances:
Conversion of LLC Units		84,446,672	85,163,263
Unvested LLC Units		1,074,874	1,901,977
Unvested RSUs		2,462,868	1,377,728
Stock options		1,449,181	1,449,181

Common LLC Units		84,446,672	85,163,263	No	Yes

- 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

Earnings Per Share (Details) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2022 USD ($) $ / shares shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Net income attributable to Brilliant Earth Group, Inc., BASIC \| $	$ 356
Add: Net income impact from assumed redemption of all LLC Units to common stock \| $	3,013
Less: Income tax expense on net income attributable to NCI \| $	(753)
Net income attributable to Brilliant Earth Group, Inc., after adjustment for assumed conversion, DILUTED \| $	$ 2,616
Weighted average shares of common stock outstanding, BASIC (in shares) \| shares	10,010,798
Weighted average shares of common stock outstanding, DILUTED (in shares) \| shares	96,526,843
BASIC earnings per share (in dollars per share) \| $ / shares	$ 0.04
DILUTED earnings per share (in dollars per share) \| $ / shares	$ 0.03
Vested LLC Units that are exchangeable for common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive effects (in shares) \| shares	84,858,932
LLC Units, RSUs and stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive effects (in shares) \| shares	1,657,113

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
Preferred stock, par or stated value per share (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	10,000,000	10,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Class A
Common stock, par or stated value per share (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	1,200,000,000	1,200,000,000
Common stock, shares issued (in shares)	10,708,456	9,614,523
Common stock, shares outstanding (in shares)	10,708,456	9,614,523
Class B
Common stock, par or stated value per share (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	150,000,000	150,000,000
Common stock, shares issued (in shares)	35,326,696	35,658,013
Common stock, shares outstanding (in shares)	35,326,696	35,658,013
Class C
Common stock, par or stated value per share (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	150,000,000	150,000,000
Common stock, shares issued (in shares)	49,119,976	49,505,250
Common stock, shares outstanding (in shares)	49,119,976	49,505,250
Class D
Common stock, par or stated value per share (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	150,000,000	150,000,000
Common stock, shares issued (in shares)	0	0
Common stock, shares outstanding (in shares)	0	0

Equity-Based Compensation - RSU Activity (Details) - Unvested RSUs	3 Months Ended
	Mar. 31, 2022 $ / shares shares
Number of Restricted Stock Units
Unvested, beginning balance (in shares) \| shares	1,377,728
Grants in period (in shares) \| shares	1,192,805
Vested (in shares) \| shares	(40,019)
Forfeited (in shares) \| shares	(67,646)
Unvested, ending balance (in shares) \| shares	2,462,868
Weighted average grant date fair value
Unvested beginning balance (in dollars per share) \| $ / shares	$ 13.15
Granted (in dollars per share) \| $ / shares	11.08
Vested (in dollars per share) \| $ / shares	12.00
Forfeited (in dollars per share) \| $ / shares	13.32
Unvested ending balance (in dollars per share) \| $ / shares	$ 12.16

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Operating activities
Net income	$ 3,369	$ 2,408
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	349	164
Equity-based compensation	2,104	93
Non-cash operating lease cost	683	0
Change in fair value of warrants	0	574
Amortization of debt issuance costs	423	423
Other	(14)	(24)
Changes in assets and liabilities:
Inventories	(3,633)	(2,691)
Prepaid expenses and other current assets	(746)	(24)
Other assets	(342)	(194)
Accounts payable, accrued expenses and other current liabilities	(6,485)	(1,913)
Deferred revenue	4,706	7,815
Operating lease liabilities	(232)	0
Deferred rent	0	240
Net cash provided by operating activities	182	6,871
Investing activities
Purchases of property and equipment	(1,283)	(546)
Net cash used in investing activities	(1,283)	(546)
Financing activities
Tax distributions to members	(6,874)	(75)
Net cash used in financing activities	(6,874)	(75)
Net (decrease) increase in cash, cash equivalents and restricted cash	(7,975)	6,250
Cash, cash equivalents and restricted cash at beginning of period	173,070	66,474
Cash, cash equivalents and restricted cash at end of period	165,095	72,724
Non-cash investing and financing activities
Deferred tax assets associated with redemption of LLC Units	3,433	0
TRA Obligation associated with redemption of LLC Units	2,829	0
Purchases of property and equipment included in accounts payable and accrued liabilities	1,068	18
Credit to APIC related to redemption of LLC Units	605	0
Adjustment of redeemable convertible preferred units to redemption value	0	79,816
Supplemental information
Cash paid for interest	$ 1,341	$ 1,502

Long-Term Debt (Tables)

3 Months Ended

Mar. 31, 2022

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 March 31, 2022 and December 31, 2021, net of debt issuance costs (in thousands):


	March 31, 2022						December 31, 2021
	Outstanding principal		Debt issuance costs		Net carrying amount		Outstanding principal		Debt issuance costs		Net carrying amount
Term loan	$	65,000	$	(1,084)	$	63,916	$	65,000	$	(1,422)	$	63,578
Total debt	$	65,000	$	(1,084)	$	63,916	$	65,000	$	(1,422)	$	63,578


Current portion	$	41,053	$	—	$	41,053	$	30,789	$	—	$	30,789
Long term	23,947		(1,084)		22,863		34,211		(1,422)		32,789
Total debt	$	65,000	$	(1,084)	$	63,916	$	65,000	$	(1,422)	$	63,578

Schedule of Maturities of Long-term Debt

As of March 31, 2022, 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	$	41,053	$	—	$	41,053
2023	23,947		3,151		27,098

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.

+ References

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+ Details

Equity-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2022

Share-based Payment Arrangement [Abstract]

Schedule of Nonvested Share Activity

The following table summarizes the activity related to the Company’s RSUs for the three months ended March 31, 2022:


	Number of Restricted Stock Units	Weighted Average Grant Date Fair Value
Balance as of December 31, 2021, unvested	1,377,728	$	13.15
Granted	1,192,805	$	11.08
Vested	(40,019)	$	12.00
Forfeited	(67,646)	$	13.32
Balance as of March 31, 2022, unvested	2,462,868	$	12.16

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 Grant Date Fair Value
Outstanding as of December 31, 2021	1,612,133	$	4.28

Forfeited	(468,189)	$	4.29
Outstanding as of March 31, 2022	1,143,944	$	4.29

Vested and exercisable as of March 31, 2022	458,008	$	4.26
Unvested as of March 31, 2022	685,936	$	4.29
Vested and expected to vest as of March 31, 2022	1,143,944	$	4.28

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

Inputs to model for awards granted on September 22, 2021 are as follows:


Expected volatility	35.0	%
Expected dividend yield	Nil
Expected term (in years)	5.0 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 for the three months ended of each period:


	Number of LLC Units	Weighted average grant date fair value
Balance, December 31, 2020, unvested	1,485,946	$	0.29
Granted	1,187,852	$	0.21
Forfeited	(17,733)	$	0.30
Vested	(325,211)	$	0.29
Balance, March 31, 2021, unvested	2,330,854	$	0.25


	Number of LLC Units	Weighted average grant date fair value
Balance, December 31, 2021, unvested	1,901,977	$	0.52

Forfeited	(489,780)	$	0.21
Vested	(337,323)	$	0.42
Balance, March 31, 2022, unvested	1,074,874	$	0.68

Long-Term Debt

3 Months Ended

Mar. 31, 2022

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 March 31, 2022 and December 31, 2021, net of debt issuance costs (in thousands):


	March 31, 2022						December 31, 2021
	Outstanding principal		Debt issuance costs		Net carrying amount		Outstanding principal		Debt issuance costs		Net carrying amount
Term loan	$	65,000	$	(1,084)	$	63,916	$	65,000	$	(1,422)	$	63,578
Total debt	$	65,000	$	(1,084)	$	63,916	$	65,000	$	(1,422)	$	63,578


Current portion	$	41,053	$	—	$	41,053	$	30,789	$	—	$	30,789
Long term	23,947		(1,084)		22,863		34,211		(1,422)		32,789
Total debt	$	65,000	$	(1,084)	$	63,916	$	65,000	$	(1,422)	$	63,578

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. The Company was in compliance with all covenants as of March 31, 2022. 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 and is recorded in other long-term liabilities in the unaudited condensed consolidated balance sheets.

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 six months (first scheduled amortization payment on April 15, 2022);

•Allowance of quarterly tax distributions to members;

•Extension of the prepayment term trigger dates by six 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 in other long-term liabilities in the unaudited condensed consolidated balance sheets; and

•Issuance of 25,000 new warrants to the Lender with an exercise price of $10.00 per Unit with a term of ten 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.

The accreted Final Payments recorded in other long-term liabilities were $2.9 million and $2.8 million as of March 31, 2022 and December 31, 2021, respectively.

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 11.08% and 12.02% for the three months ended March 31, 2022 and 2021, respectively. Interest expense was $1.4 million, and $1.5 million; and the amortization of deferred

issuance costs was $0.4 million and $0.4 million for the three months ended March 31, 2022 and 2021, respectively.

As of March 31, 2022, 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	$	41,053	$	—	$	41,053
2023	23,947		3,151		27,098

Total aggregate future principal payments	$	65,000	$	3,151	$	68,151

Long-Term Debt - Debt Maturity (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Debt Disclosure [Abstract]
2022	$ 41,053
2023	23,947
Outstanding principal	65,000	$ 65,000
Final payment	3,151
2022	41,053
2023	27,098
Total aggregate future principal payments	$ 68,151

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 164,890	$ 172,865
Restricted cash	205	205
Inventories, net	28,392	24,743
Prepaid expenses and other current assets	8,560	8,178
Total current assets	202,047	205,991
Property and equipment, net	8,734	6,732
Deferred tax assets	7,840	4,407
Operating lease right of use assets	20,067	0
Other assets	943	601
Total assets	239,631	217,731
Current liabilities:
Accounts payable	11,390	14,480
Accrued expenses and other current liabilities	26,429	28,756
Current portion of deferred revenue	23,561	18,818
Current portion of operating lease liabilities	2,779	0
Current portion of long-term debt	41,053	30,789
Total current liabilities	105,212	92,843
Long-term debt, net of debt issuance costs	22,863	32,789
Operating lease liabilities	19,882	0
Deferred rent	0	2,507
Payable pursuant to the Tax Receivable Agreement	6,604	3,775
Other long-term liabilities	3,028	2,979
Total liabilities	157,589	134,893
Commitments and contingencies (Note 11)
Equity
Preferred stock, $0.0001 par value per share, 10,000,000 shares authorized, none issued and outstanding at March 31, 2022 and December 31, 2021, respectively	0	0
Additional paid-in capital	7,339	6,865
Retained earnings	1,884	1,528
Equity attributable to Brilliant Earth Group, Inc.	9,233	8,403
NCI attributable to Brilliant Earth, LLC	72,809	74,435
Total equity	82,042	82,838
Total liabilities and equity	239,631	217,731
Class A
Equity
Common stock, value, issued	1	1
Class B
Equity
Common stock, value, issued	4	4
Class C
Equity
Common stock, value, issued	5	5
Class D
Equity
Common stock, value, issued	$ 0	$ 0

Summary of Significant Accounting Policies - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Disaggregation of Revenue [Line Items]
Total net sales	$ 100,038	$ 70,696
United States
Disaggregation of Revenue [Line Items]
Total net sales	93,766	66,000
International
Disaggregation of Revenue [Line Items]
Total net sales	$ 6,272	$ 4,696

- 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.

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+ Details

Commitments and Contingencies - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Long-term Purchase Commitment [Line Items]
Letter of credit	$ 200
Defined contribution plan, cost	300	$ 200
Capital Addition Purchase Commitments
Long-term Purchase Commitment [Line Items]
Capital commitment	$ 3,200

Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2022

Accounting Policies [Abstract]

Schedule of Cash and Cash Equivalents

The following table provides a reconciliation of cash and cash equivalents, and restricted cash from the unaudited condensed consolidated balance sheets to the statements of cash flows for the periods ended March 31, 2022, December 31, 2021, and March 31, 2021 (in thousands):


	March 31,		December 31,		March 31,
	2022		2021		2021
Cash and cash equivalents	$	164,890	$	172,865	$	72,519
Restricted cash	205		205		205
Total	$	165,095	$	173,070	$	72,724

Restrictions on Cash and Cash Equivalents


	March 31,		December 31,		March 31,
	2022		2021		2021
Cash and cash equivalents	$	164,890	$	172,865	$	72,519
Restricted cash	205		205		205
Total	$	165,095	$	173,070	$	72,724

Disaggregation of Revenue

The following table discloses total net sales by geography for the three months ended March 31, 2022 and 2021 (in thousands):


	For the Three Months Ended March 31,
		2022		2021
United States		$	93,766	$	66,000
International		6,272		4,696
Total net sales		$	100,038	$	70,696

Inventories, Net

3 Months Ended

Mar. 31, 2022

Inventory Disclosure [Abstract]

Inventories, Net

INVENTORIES, NET

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


	March 31,		December 31,
	2022		2021
Loose diamonds	$	8,367	$	9,013
Fine jewelry and other	20,269		15,990
Allowance for inventory obsolescence	(244)		(260)
Total inventories, net	$	28,392	$	24,743

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


	March 31,		March 31,
	2022		2021
Balance at beginning of period	$	(260)	$	(242)
Change in allowance for inventory obsolescence	16		24
Balance at end of period	$	(244)	$	(218)

As of March 31, 2022 and December 31, 2021, the Company had $21.3 million and $16.9 million, respectively, in consigned inventory held on behalf of suppliers which is not recorded in the unaudited condensed consolidated balance sheets.

Leases - Future Minimum Lease Payments Under Long-term Non-cancelable Operating Leases (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Leases [Abstract]
For the nine months ending December 31, 2022	$ 2,645
2023	4,164
2024	3,995
2025	3,930
2026	3,564
2027	2,089
Thereafter	6,304
Total minimum lease payments	26,691
Less: imputed interest	(4,030)
Net present value of operating lease liabilities	22,661
Less: current portion	(2,779)	$ 0
Operating Lease, Liability, Noncurrent	$ 19,882	$ 0

Leases

3 Months Ended

Mar. 31, 2022

Leases [Abstract]

Leases

LEASES

The Company leases its executive offices, retail showrooms, office and operational locations 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.

The Company elected the package of practical expedients permitted under the transition guidance within ASC 842 which, among other items, allowed the Company to carry forward historical lease classifications. As such, the Company applied the modified retrospective approach as of the adoption date to those lease contracts for which it had taken possession of the property as of December 31, 2021. In addition to the aforementioned practical expedient, the Company has elected to:

•Adopt the short-term lease exception for leases with terms of twelve months or less and account for them as if they were operating leases under ASC 840; and

•Apply the practical expedient of combining lease and non-lease components.

The Company determines if an arrangement is a lease at inception. Right of use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term while lease liabilities represent the Company’s obligation to make lease payments for the lease term. All leases greater than 12 months’ result in the recognition of a ROU asset and liability at the lease commencement date based on the present value of the lease payments over the lease term. The present value of the lease payments is calculated using the applicable weighted-average discount rate. The weighted-average discount rate is based on the discount rate implicit in the lease, or if the implicit rate is not readily determinable from the lease, then the Company estimates an applicable incremental borrowing rate. The incremental borrowing rate is estimated using the currency denomination of the lease, the contractual lease term and the Company’s applicable borrowing rate. The incremental borrowing rate represents the rate that would approximate the rate to borrow funds on a collateralized (or secured) basis over a similar term and in a similar economic environment.

The Company accounts for lease components separately from non-lease components. Generally, the real estate leases have initial terms ranging from five to ten years and typically include a five-year renewal option. Renewal options are typically not included in the lease term as it is not reasonably certain at commencement date that the Company would exercise the options to extend the lease. The exercise of the lease renewal options is at the Company’s discretion and are included in the determination of the ROU asset and lease liability when the option is reasonably certain of being exercised.

As of March 31, 2022, 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 Company expends cash for leasehold improvements to build out and equip for its leased premises. Generally, a portion of the leasehold improvements costs are reimbursed by the landlords as tenant improvement allowances pursuant to agreed-upon terms in the lease agreements. Tenant improvement allowances are recorded as part of the lease liability on the unaudited condensed consolidated balance sheet and are amortized on a straight-line basis over the lease term. Operating leases with fixed minimum rent payments are recognized on a straight-line basis over the lease term starting on the date the Company takes possession of the leased property.

Total operating lease ROU assets and lease liabilities were as follows (in thousands):


Assets	Classification	As of March 31, 2022
Operating ROU assets at cost	Operating lease right of use assets	$	20,750
Accumulated amortization	Operating lease right of use assets	(683)
Net book value		$	20,067

Liabilities	Classification	As of March 31, 2022
Current:
Operating leases	Current portion of operating lease liabilities	$	2,779
Noncurrent:
Operating leases	Operating lease liabilities	19,882
Total lease liabilities		$	22,661

Total operating lease costs were as follows (in thousands):


	Classification	For the three months ended March 31, 2022
Operating lease costs	Selling, general and administrative expense	$	924

The maturity analysis of the operating lease liabilities 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 March 31, 2022 was as follows (in thousands):


	Amount
For the nine months ending December 31, 2022	$	2,645
Years ending December 31,
2023	4,164
2024	3,995
2025	3,930
2026	3,564
2027	2,089
Thereafter	6,304
Total minimum lease payments	26,691
Less: imputed interest	(4,030)
Net present value of operating lease liabilities	22,661
Less: current portion	(2,779)
Long-term portion	$	19,882

The following table summarizes the weighted-average remaining lease term and weighted-average discount rate on long-term leases as of March 31, 2022 (in thousands):


Weighted-average remaining lease term - operating leases	5.8 years
Weighted-average discount rate - operating leases	4.2		%

ROU assets and lease obligations recognized upon adoption of ASC 842 on January 1, 2022:
ROU assets	$	19,173
Operating lease obligations	$	(21,316)

Supplemental cash flow information related to operating leases as of March 31, 2022 is as follows:
Cash paid for amounts included in lease liabilities for the three months ended March 31, 2022:
Operating cash flows from operating leases	$	1,005

ROU assets obtained in exchange for new operating lease liabilities	$	1,577

Equity-Based Compensation - Narrative (Details) $ / shares in Units, $ in Thousands			3 Months Ended
	Sep. 23, 2021 shares	Sep. 22, 2021 $ / shares shares	Mar. 31, 2022 USD ($) $ / shares shares	Mar. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2021 $ / shares shares	Dec. 31, 2020 $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Conversion ratio	1.8588
Options, grants in period (in shares)		1,618,064
Strike price (in dollars per share) \| $ / shares		$ 12
Options exercisable (in shares)			458,008
Option, cost not yet recognized \| $			$ 2,900
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%
Class M Units \| Share-based Payment Arrangement, Tranche Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
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		1,074,874	2,330,854	1,901,977	1,485,946
Grants in period (in shares)				1,187,852
Fair value per unit (in dollars per share) \| $ / shares			$ 0.68	$ 0.25	$ 0.52	$ 0.29
Share-based compensation expense \| $			$ 100	$ 100
Unamortized compensation cost \| $			$ 700
Cost not yet recognized, period for recognition			2 years 8 months 12 days
Unvested RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock reserved for issuances (in shares)			2,462,868		1,377,728
Unvested units (in shares)			2,462,868		1,377,728
Grants in period (in shares)			1,192,805
Fair value per unit (in dollars per share) \| $ / shares			$ 12.16		$ 13.15
Share-based compensation expense \| $			$ 1,400
Unamortized compensation cost \| $			$ 28,000
Cost not yet recognized, period for recognition			3 years 8 months 12 days
Unvested RSUs \| Share-based Payment Arrangement, Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting rights, percentage	25.00%
Unvested RSUs \| Share-based Payment Arrangement, Tranche Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period	3 years
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
Award vesting period		4 years
Share-based compensation expense \| $			$ 600
Cost not yet recognized, period for recognition			2 years 10 months 24 days
Expiration period		10 years
Weighted average remaining contractual term			9 years 6 months
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)			9,391,642
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

Accrued Expenses and Other Current Liabilities (Tables)

3 Months Ended

Mar. 31, 2022

Payables and Accruals [Abstract]

Schedule of Accrued Expenses

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


	March 31,		December 31,
	2022		2021
Accrued vendor expenses	$	8,608	$	9,563
Inventory received not billed	6,500		4,648
Accrued payroll expenses	1,901		4,498
Sales and other tax payable accrual	2,890		4,229
Provision for sales returns and allowances	1,583		2,338
Other	4,947		3,480
Total accrued expenses and other current liabilities	$	26,429	$	28,756

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

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 three months ended March 31, 2022 and 2021 was as follows (in thousands):


	March 31,		March 31,
	2022		2021
Balance at beginning of period	$	2,338	$	2,341
Provision	5,277		4,893
Returns and allowances	(6,032)		(6,014)
Balance at end of period	$	1,583	$	1,220

Business and Organization	3 Months Ended
Business and Organization	Mar. 31, 2022
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. The Company’s chief operating decision maker (“CODM”), the Chief Executive Officer (“CEO”), reviews financial information presented on a consolidated basis for purposes of making operating decisions and assessing financial performance. 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 condensed 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.

Stockholders' and Members' Equity

3 Months Ended

Mar. 31, 2022

Equity [Abstract]

Stockholders' and Members' Equity

STOCKHOLDERS' AND MEMBERS' EQUITY

Summary Capitalization

The following summarizes the capitalization and voting rights of the Company’s classes of equity as of March 31, 2022 and December 31, 2021:


		March 31,	December 31,
		2022	2021
	Authorized	Issued & Outstanding		Votes per share	Economic Rights
Preferred stock	10,000,000	None	None

Common stock:
Class A	1,200,000,000	10,708,456	9,614,523	1	Yes
Class B	150,000,000	35,326,696	35,658,013	1	No
Class C	150,000,000	49,119,976	49,505,250	10	No
Class D	150,000,000	None	None	10	Yes

Common stock reserved for issuances:
Conversion of LLC Units		84,446,672	85,163,263
Unvested LLC Units		1,074,874	1,901,977
Unvested RSUs		2,462,868	1,377,728
Stock options		1,449,181	1,449,181

Common LLC Units		84,446,672	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 March 31, 2022, 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 March 31, 2022, are held as follows:

•10,708,456 shares of Class A common stock were issued in the IPO, and through subsequent conversion of LLC Units and vesting of RSUs;

•35,326,696 shares of Class B common stock are held by the Continuing Equity Owners excluding the Founders; and

•49,119,976 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

As of March 31, 2022, Brilliant Earth Group, Inc. holds a 11.3% economic interest in Brilliant Earth, LLC through its ownership of 10,708,456 LLC Units, but consolidates Brilliant Earth, LLC as sole managing member. The remaining 84,446,672 LLC Units representing an 88.7% interest are held by the Continuing Equity Owners and presented in the condensed 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 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.

For the three months ended March 31, 2022, the Company caused Brilliant Earth, LLC to issue to the Company a vested total of 40,019 LLC Units for RSUs. The Company also caused Brilliant Earth Group, Inc. to issue 337,323 shares of Class B common stock to the Continuing Equity Owners associated with LLC units which vested during the period. There were 668,640 shares of Class B and 385,274 shares of Class C common stock converted to Class A common stock related to the Continuing Equity Owners. 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 $6.9 million and $0.1 million respectively, for the three months ended March 31, 2022 and March 31, 2021.

Stockholders' and Members' Equity

STOCKHOLDERS' AND MEMBERS' EQUITY

Summary Capitalization

The following summarizes the capitalization and voting rights of the Company’s classes of equity as of March 31, 2022 and December 31, 2021:


		March 31,	December 31,
		2022	2021
	Authorized	Issued & Outstanding		Votes per share	Economic Rights
Preferred stock	10,000,000	None	None

Common stock:
Class A	1,200,000,000	10,708,456	9,614,523	1	Yes
Class B	150,000,000	35,326,696	35,658,013	1	No
Class C	150,000,000	49,119,976	49,505,250	10	No
Class D	150,000,000	None	None	10	Yes

Common stock reserved for issuances:
Conversion of LLC Units		84,446,672	85,163,263
Unvested LLC Units		1,074,874	1,901,977
Unvested RSUs		2,462,868	1,377,728
Stock options		1,449,181	1,449,181

Common LLC Units		84,446,672	85,163,263	No	Yes

The different classes of common stock as of March 31, 2022, are held as follows:

•10,708,456 shares of Class A common stock were issued in the IPO, and through subsequent conversion of LLC Units and vesting of RSUs;

•35,326,696 shares of Class B common stock are held by the Continuing Equity Owners excluding the Founders; and

•49,119,976 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

- 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
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-Section 50
-Paragraph 13
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Publisher FASB
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-Section S99
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-Subparagraph (SX 210.3-04)
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
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-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
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-Section 50
-Paragraph 18
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-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644

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

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Paragraph 14
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-Section 50
-Paragraph 18
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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-Paragraph 16
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (i)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Equity-Based Compensation - Valuation Assumptions (Details) - Stock options	3 Months Ended
	Mar. 31, 2022
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

Subsequent Events (Details) - Subsequent Event $ in Millions	May 12, 2022 USD ($) lease
Subsequent Event [Line Items]
Number of leases \| lease	3
Amount of operating leases not yet commenced \| $	$ 3.9

Income Taxes and Tax Receivable Agreement	3 Months Ended
Income Taxes and Tax Receivable Agreement	Mar. 31, 2022
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 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 unaudited condensed 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. Tax Provision and Deferred Tax Asset In calculating the provision for interim income taxes in accordance with ASC Topic 740, Income Taxes, an estimated annual effective tax rate is applied to year-to-date ordinary income. At the end of each interim period, Brilliant Earth Group, Inc. estimates the effective tax rate expected to be applicable for the full fiscal year. This differs from the method utilized at the end of an annual period. The Company's effective tax rate of 2.8% for the quarter ended March 31, 2022, differs from the U.S. federal statutory tax rate of 21% primarily due to income associated with the non-controlling interest, state tax expense and other permanent items. The Company recorded net increases in deferred tax assets of $3.4 million during the three months ended March 31, 2022, with a corresponding increase to additional paid in capital, resulting from changes in the outside basis difference on Brilliant Earth's investment in LLC. The Company has determined it is more-likely-than-not that it will be able to realize this deferred tax asset in the future. The Company’s income tax provision was $0.1 million for the three months ended March 31, 2022. As the IPO occurred during the quarter ended September 30, 2021, and the Company had no business transactions or activities prior to the IPO, no amounts related to the provision for income taxes were recognized for the three months ended March 31, 2021. On September 23, 2021, 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 Company’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 inside 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. 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 15.0 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 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 Company has recorded a liability under the tax receivable agreement of $6.6 million as of March 31, 2022. The tax receivable agreement provides for the payment of 85% of the amount of the tax benefits, if any, that Brilliant Earth is deemed to realize as a result of increases in the tax basis of its ownership in LLC related to exchanges of non-controlling interest for Class A common stock. $0.1 million expected to be paid within the next 12 months.

- 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
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI http://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI http://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Accrued Expenses and Other Current Liabilities

3 Months Ended

Mar. 31, 2022

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):


	March 31,		December 31,
	2022		2021
Accrued vendor expenses	$	8,608	$	9,563
Inventory received not billed	6,500		4,648
Accrued payroll expenses	1,901		4,498
Sales and other tax payable accrual	2,890		4,229
Provision for sales returns and allowances	1,583		2,338
Other	4,947		3,480
Total accrued expenses and other current liabilities	$	26,429	$	28,756


	March 31,		March 31,
	2022		2021
Balance at beginning of period	$	2,338	$	2,341
Provision	5,277		4,893
Returns and allowances	(6,032)		(6,014)
Balance at end of period	$	1,583	$	1,220

Equity-Based Compensation - Stock Option Activity (Details)	3 Months Ended
	Mar. 31, 2022 $ / shares shares
Number of options
Outstanding as of December 31, 2021 (in shares) \| shares	1,612,133
Forfeited (in shares) \| shares	(468,189)
Outstanding as of March 31, 2022 (in shares) \| shares	1,143,944
Weighted average grant date fair value
Outstanding as of December 31, 2021 (in dollars per share) \| $ / shares	$ 4.28
Forfeited (in dollars per share) \| $ / shares	4.29
Outstanding as of March 31, 2022 (in dollars per share) \| $ / shares	$ 4.29
Options, Vested and Expected to Vest
Options exercisable (in shares) \| shares	458,008
Options unvested (in shares) \| shares	685,936
Options, vested and expected to vest (in shares) \| shares	1,143,944
Options exercisable, weighted average grant date fair value (in dollars per share) \| $ / shares	$ 4.26
Options unvested, weighted average grant date fair value (in dollars per share) \| $ / shares	4.29
Options vested and expected to vest, weighted average grant date fair value (in dollars per share) \| $ / shares	$ 4.28

Stockholders' and Members' Equity - Schedule of Capitalization (Details)	Mar. 31, 2022 vote shares	Dec. 31, 2021 shares
Class of Stock [Line Items]
Preferred stock, shares authorized (in shares)	10,000,000	10,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common LLC Units issued (in shares)	84,446,672	85,163,263
Common LLC Units outstanding (in shares)	84,446,672	85,163,263
Conversion of LLC Units
Class of Stock [Line Items]
Common stock reserved for issuances (in shares)	84,446,672	85,163,263
Unvested LLC Units
Class of Stock [Line Items]
Common stock reserved for issuances (in shares)	1,074,874	1,901,977
Unvested RSUs
Class of Stock [Line Items]
Common stock reserved for issuances (in shares)	2,462,868	1,377,728
Stock options
Class of Stock [Line Items]
Common stock reserved for issuances (in shares)	1,449,181	1,449,181
Class A
Class of Stock [Line Items]
Common stock, shares authorized (in shares)	1,200,000,000	1,200,000,000
Common stock, shares issued (in shares)	10,708,456	9,614,523
Common stock, shares outstanding (in shares)	10,708,456	9,614,523
Votes per share \| vote	1
Class B
Class of Stock [Line Items]
Common stock, shares authorized (in shares)	150,000,000	150,000,000
Common stock, shares issued (in shares)	35,326,696	35,658,013
Common stock, shares outstanding (in shares)	35,326,696	35,658,013
Votes per share \| vote	1
Class C
Class of Stock [Line Items]
Common stock, shares authorized (in shares)	150,000,000	150,000,000
Common stock, shares issued (in shares)	49,119,976	49,505,250
Common stock, shares outstanding (in shares)	49,119,976	49,505,250
Votes per share \| vote	10
Class D
Class of Stock [Line Items]
Common stock, shares authorized (in shares)	150,000,000	150,000,000
Common stock, shares issued (in shares)	0	0
Common stock, shares outstanding (in shares)	0	0
Votes per share \| vote	10

Leases (Tables)

3 Months Ended

Mar. 31, 2022

Leases [Abstract]

Total Operating Lease ROU Assets and Lease Liabilities

Total operating lease ROU assets and lease liabilities were as follows (in thousands):


Assets	Classification	As of March 31, 2022
Operating ROU assets at cost	Operating lease right of use assets	$	20,750
Accumulated amortization	Operating lease right of use assets	(683)
Net book value		$	20,067

Liabilities	Classification	As of March 31, 2022
Current:
Operating leases	Current portion of operating lease liabilities	$	2,779
Noncurrent:
Operating leases	Operating lease liabilities	19,882
Total lease liabilities		$	22,661

Additional Lease Information

Total operating lease costs were as follows (in thousands):


	Classification	For the three months ended March 31, 2022
Operating lease costs	Selling, general and administrative expense	$	924

The following table summarizes the weighted-average remaining lease term and weighted-average discount rate on long-term leases as of March 31, 2022 (in thousands):


Weighted-average remaining lease term - operating leases	5.8 years
Weighted-average discount rate - operating leases	4.2		%

ROU assets and lease obligations recognized upon adoption of ASC 842 on January 1, 2022:
ROU assets	$	19,173
Operating lease obligations	$	(21,316)

Supplemental cash flow information related to operating leases as of March 31, 2022 is as follows:
Cash paid for amounts included in lease liabilities for the three months ended March 31, 2022:
Operating cash flows from operating leases	$	1,005

ROU assets obtained in exchange for new operating lease liabilities	$	1,577

Schedule of Future Minimum Lease Payments Under Long-term Non-cancelable Operating Leases


	Amount
For the nine months ending December 31, 2022	$	2,645
Years ending December 31,
2023	4,164
2024	3,995
2025	3,930
2026	3,564
2027	2,089
Thereafter	6,304
Total minimum lease payments	26,691
Less: imputed interest	(4,030)
Net present value of operating lease liabilities	22,661
Less: current portion	(2,779)
Long-term portion	$	19,882

Summary of Significant Accounting Policies (Policies)	3 Months Ended
Summary of Significant Accounting Policies (Policies)	Mar. 31, 2022
Accounting Policies [Abstract]
Basis of Presentation	The unaudited condensed consolidated financial statements for the periods prior to the Reorganization Transactions and IPO have been presented to combine the previously separate entities. These unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP and the requirements of the Securities and Exchange Commission (the “SEC”) for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. These interim results are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2022, or for any other interim period or for any other future year.In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments consisting only of normal recurring adjustments necessary to state fairly the financial position, results of operations and cash flows for the periods presented in conformity with U.S. GAAP applicable to interim periods. The results of operations for the interim periods presented are not necessarily indicative of results for the full year or future periods. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes thereto as of and for the year ended December 31, 2021, as disclosed in the 2021 annual report on Form 10-K.
Principles of Consolidation and non-controlling interest	The unaudited condensed 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 non-controlling interest on the unaudited condensed 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 unaudited condensed consolidated balance sheets represent 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	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 inventory valuation, allowance for sales returns, estimates of current and deferred income taxes, payable pursuant to the tax receivable agreement, 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 of 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. At March 31, 2021, 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. 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. 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) for similar types of borrowing arrangements. 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.
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	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.
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.
Revenue Recognition	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. 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 March 31, 2022 and December 31, 2021, total deferred revenue was $23.7 million and $19.0 million, respectively, of which $0.2 million and $0.2 million, respectively, were included within other long-term liabilities in the unaudited condensed consolidated balance sheets. During the three months ended March 31, 2022 and 2021, respectively, the Company recognized $17.6 million and $9.9 million, respectively, of revenue that was deferred as of the last day of the respective prior quarter. 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 March 31, 2022 and December 31, 2021, refund liabilities balances were $1.6 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 unaudited condensed consolidated balance sheets. As of March 31, 2022 and December 31, 2021, returns asset balances were $0.7 million and $1.1 million, respectively, and are included within prepaid expenses and other current assets in the unaudited condensed consolidated balance sheets. See Note 5, 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 unaudited condensed 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.
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.
Income Taxes	Interim Periods In calculating the provision for interim income taxes, in accordance with ASC 740, Income Taxes an estimated annual effective tax rate is applied to year-to-date ordinary income. At the end of each interim period, the Company estimates the effective tax rate expected to be applicable for the full fiscal year. This differs from the method utilized at the end of an annual period. Annual Reporting For annual periods, income taxes are accounted for 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 unaudited condensed consolidated statements of operations. As of March 31, 2022, no uncertain tax positions have been recorded. The Company will continue to monitor this position each interim period.
Recent Accounting Pronouncements	In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02 – Leases, and also issued subsequent amendments to the initial guidance, ASC 2018-10, ASC 2018-11, ASU 2019-10, ASU 2020-02 and ASU 2020-05 (collectively, “ASC 842”). ASC 842 introduces a lessee model that brings most leases on the balance sheet and, among other changes, eliminates the requirement in current GAAP for an entity to use bright-line tests in determining lease classification. ASC 842 allows for several practical expedients which permit the following: no reassessment of lease classification or initial direct costs; use of the standard’s effective date as the date of initial application; and no separation of non-lease components from the related lease components and, instead, to account for those components as a single lease component if certain criteria are met. The Company adopted this guidance by applying the modified retrospective approach effective January 1, 2022, and no cumulative effect adjustment was required to be recorded. See Note 6, Leases, for further discussion. 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 adopted this guidance on January 1, 2022 and did not have a material impact on the Company's unaudited condensed consolidated financial statements. Accounting pronouncements recently issued but not yet adopted Other recent accounting pronouncements not yet adopted are not expected to have a material impact on the Company's unaudited condensed consolidated financial statements.

Summary of Significant Accounting Policies - Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021	Mar. 31, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
Cash and cash equivalents	$ 164,890	$ 172,865	$ 72,519
Restricted cash		205	205
Total	$ 165,095	$ 173,070	$ 72,724	$ 66,474

Leases - Weighted Average Remaining Lease Term and Weighted Average Discount Rate (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Jan. 01, 2022	Dec. 31, 2021
Leases [Abstract]
Weighted-average remaining lease term - operating leases	5 years 9 months 18 days
Weighted-average discount rate - operating leases	4.20%
Lessee, Lease, Description [Line Items]
Operating lease right of use assets	$ 20,067		$ 0
Net present value of operating lease liabilities	(22,661)
Supplemental cash flow information related to operating leases as of March 31, 2022 is as follows:
Operating cash flows from operating leases	1,005
Right-of-use assets obtained in exchange for operating lease liabilities	$ 1,577
Accounting Standards Update 2016-02 \| Cumulative Effect, Period of Adoption, Adjustment
Lessee, Lease, Description [Line Items]
Operating lease right of use assets		$ 19,173
Net present value of operating lease liabilities		$ (21,316)

Equity-Based Compensation - LLC Unit Activity (Details) - LLC Units - $ / shares	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Number of LLC Units
Unvested, beginning balance (in shares)	1,901,977	1,485,946
Grants in period (in shares)		1,187,852
Forfeited (in shares)	(489,780)	(17,733)
Vested (in shares)	(337,323)	(325,211)
Unvested, ending balance (in shares)	1,074,874	2,330,854
Weighted average grant date fair value
Unvested beginning balance (in dollars per share)	$ 0.52	$ 0.29
Granted (in dollars per share)		0.21
Forfeited (in dollars per share)	0.21	0.30
Vested (in dollars per share)	0.42	0.29
Unvested ending balance (in dollars per share)	$ 0.68	$ 0.25

Earnings Per Share

3 Months Ended

Mar. 31, 2022

Earnings Per Share [Abstract]

Earnings Per Share

EARNINGS PER SHAREBasic 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, earnings per share for net income for periods prior to September 22, 2021 are not presented.

Basic and diluted earnings per share of common stock for the three months ended March 31, 2022 have been computed as follows (in thousands, except share and per share amounts):


Numerator:
Net income attributable to Brilliant Earth Group, Inc., BASIC	$	356
Add: Net income impact from assumed redemption of all LLC Units to common stock	3,013
Less: Income tax expense on net income attributable to NCI	(753)
Net income attributable to Brilliant Earth Group, Inc., after adjustment for assumed conversion, DILUTED	$	2,616

Denominator:
Weighted average shares of common stock outstanding, BASIC	10,010,798
Dilutive effects of:
Vested LLC Units that are exchangeable for common stock	84,858,932
LLC Units, RSUs and stock options	1,657,113
Weighted average shares of common stock outstanding, DILUTED	96,526,843

BASIC earnings per share	$	0.04
DILUTED earnings per share	$	0.03

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 three months ended March 31, 2022, 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.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Income Statement [Abstract]
Net sales	$ 100,038	$ 70,696
Cost of sales	49,922	38,337
Gross profit	50,116	32,359
Operating expenses:
Selling, general and administrative	44,816	27,405
Income from operations	5,300	4,954
Interest expense	(1,776)	(1,926)
Other expense, net	(59)	(620)
Income before tax	3,465	2,408
Income tax expense	(96)	0
Net income	3,369	$ 2,408
Net income allocable to non-controlling interest	3,013
Net income allocable to Brilliant Earth Group, Inc.	$ 356
Earnings per share:
Basic (in dollars per share)	$ 0.04
Diluted (in dollars per share)	$ 0.03
Weighted average shares of common stock outstanding:
Basic (in shares)	10,010,798
Diluted (in shares)	96,526,843

Earnings Per Share (Tables)

3 Months Ended

Mar. 31, 2022

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

Basic and diluted earnings per share of common stock for the three months ended March 31, 2022 have been computed as follows (in thousands, except share and per share amounts):


Numerator:
Net income attributable to Brilliant Earth Group, Inc., BASIC	$	356
Add: Net income impact from assumed redemption of all LLC Units to common stock	3,013
Less: Income tax expense on net income attributable to NCI	(753)
Net income attributable to Brilliant Earth Group, Inc., after adjustment for assumed conversion, DILUTED	$	2,616

Denominator:
Weighted average shares of common stock outstanding, BASIC	10,010,798
Dilutive effects of:
Vested LLC Units that are exchangeable for common stock	84,858,932
LLC Units, RSUs and stock options	1,657,113
Weighted average shares of common stock outstanding, DILUTED	96,526,843

BASIC earnings per share	$	0.04
DILUTED earnings per share	$	0.03

Inventories, Net - Schedule of Inventories, Net (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021	Mar. 31, 2021	Dec. 31, 2020
Inventory [Line Items]
Allowance for inventory obsolescence	$ (244)	$ (260)	$ (218)	$ (242)
Total inventories, net	28,392	24,743
Loose diamonds
Inventory [Line Items]
Inventory, gross	8,367	9,013
Fine jewelry and other
Inventory [Line Items]
Inventory, gross	$ 20,269	$ 15,990

Accrued Expenses and Other Current Liabilities - Accrued Expenses and Other Current Liabilities is a Provision For Sales Returns (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Contract with Customer, Refund Liability [Roll Forward]
Balance at beginning of period	$ 2,338	$ 2,341
Provision	5,277	4,893
Returns and allowances	(6,032)	(6,014)
Balance at end of period	$ 1,583	$ 1,220

Long-Term Debt - Term Loan (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021	Sep. 30, 2019
Debt Instrument [Line Items]
Outstanding principal	$ 65,000	$ 65,000
Debt issuance costs	(1,084)	(1,422)
Net carrying amount	63,916	63,578
Current portion	41,053	30,789
Long term outstanding principal	23,947	34,211
Long term net carrying amount	22,863	32,789
Secured Debt \| Term Loan Agreement
Debt Instrument [Line Items]
Outstanding principal	65,000	65,000
Debt issuance costs	(1,084)	(1,422)	$ (2,600)
Net carrying amount	$ 63,916	$ 63,578

- 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

Income Taxes and Tax Receivable Agreement - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Sep. 27, 2021	Sep. 23, 2021
Income Tax Contingency [Line Items]
Effective income tax rate	2.80%
Deferred tax assets related to tax receivable agreement	$ 3,400			$ 4,400
Income tax expense	$ 96	$ 0
Tax benefit distributions to noncontrolling interest holders, percent	85.00%		85.00%	85.00%
Tax receivable agreement liability expected to be paid in the next 12 months	$ 100
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

- Definition

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

+ References + Details

Leases - Narrative (Details)	Mar. 31, 2022
Lessee, Lease, Description [Line Items]
Renewal term	5 years
Minimum
Lessee, Lease, Description [Line Items]
Term of contracts	5 years
Maximum
Lessee, Lease, Description [Line Items]
Term of contracts	10 years

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2022

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The unaudited condensed consolidated financial statements for the periods prior to the Reorganization Transactions and IPO have been presented to combine the previously separate entities. These unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP and the

requirements of the Securities and Exchange Commission (the “SEC”) for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. These interim results are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2022, or for any other interim period or for any other future year.

In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments consisting only of normal recurring adjustments necessary to state fairly the financial position, results of operations and cash flows for the periods presented in conformity with U.S. GAAP applicable to interim periods. The results of operations for the interim periods presented are not necessarily indicative of results for the full year or future periods. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes thereto as of and for the year ended December 31, 2021, as disclosed in the 2021 annual report on Form 10-K.

Principles of Consolidation and Non-Controlling Interest

The unaudited condensed 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 non-controlling interest on the unaudited condensed 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 unaudited condensed consolidated balance sheets represent 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 March 31, 2022, the non-controlling interest was 88.7%. At the end of each reporting period, equity related to Brilliant Earth, LLC that is attributable to Brilliant Earth Group, Inc. and Continuing Equity Owners is rebalanced to reflect Brilliant Earth Group, Inc.'s and Continuing Equity Owners' ownership in Brilliant Earth, LLC.

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 inventory valuation, allowance for sales returns, estimates of current and deferred income taxes, payable pursuant to the tax receivable agreement, 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 of 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.

At March 31, 2021, 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.

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.

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) for similar types of borrowing arrangements. 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.

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

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.


	March 31,		December 31,		March 31,
	2022		2021		2021
Cash and cash equivalents	$	164,890	$	172,865	$	72,519
Restricted cash	205		205		205
Total	$	165,095	$	173,070	$	72,724

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.

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 three months ended March 31, 2022 and 2021 (in thousands):


	For the Three Months Ended March 31,
		2022		2021
United States		$	93,766	$	66,000
International		6,272		4,696
Total net sales		$	100,038	$	70,696

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 March 31, 2022 and December 31, 2021, total deferred revenue was $23.7 million and $19.0 million, respectively, of which $0.2 million and $0.2 million, respectively, were included within other long-term liabilities in the unaudited condensed consolidated balance sheets. During the three months ended March 31, 2022 and 2021, respectively, the Company recognized $17.6 million and $9.9 million, respectively, of revenue that was deferred as of the last day of the respective prior quarter.

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 March 31, 2022 and December 31, 2021, refund liabilities balances were $1.6 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 unaudited condensed consolidated balance sheets. As of March 31, 2022 and December 31, 2021, returns asset balances were $0.7 million and $1.1 million, respectively, and are included within prepaid expenses and other current assets in the unaudited condensed consolidated balance sheets. See Note 5, 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 unaudited condensed 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.

Marketing, Advertising and Promotional Costs

Marketing, advertising and promotional costs are expensed as incurred and totaled approximately $20.0 and $14.4 million, for the three months ended March 31, 2022 and 2021, respectively.

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.

Income Taxes

Interim Periods

In calculating the provision for interim income taxes, in accordance with ASC 740, Income Taxes an estimated annual effective tax rate is applied to year-to-date ordinary income. At the end of each interim period, the Company estimates the effective tax rate expected to be applicable for the full fiscal year. This differs from the method utilized at the end of an annual period.

Annual Reporting

For annual periods, income taxes are accounted for 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 unaudited condensed consolidated statements of operations. As of March 31, 2022, 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 February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02 – Leases, and also issued subsequent amendments to the initial guidance, ASC 2018-10, ASC 2018-11, ASU 2019-10, ASU 2020-02 and ASU 2020-05 (collectively, “ASC 842”). ASC 842 introduces a lessee model that brings most leases on the balance sheet and, among other changes, eliminates the requirement in current GAAP for an entity to use bright-line tests in determining lease classification. ASC 842 allows for several practical expedients which permit the following: no reassessment of lease classification or initial direct costs; use of the standard’s effective date as the date of initial application; and no separation of non-lease components from the related lease components and, instead, to account for those components as a single lease component if certain criteria are met. The Company adopted this guidance by applying the modified retrospective approach effective January 1, 2022, and no cumulative effect adjustment was required to be recorded. See Note 6, Leases, for further discussion.

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 adopted this guidance on January 1, 2022 and did not have a material impact on the Company's unaudited condensed consolidated financial statements.

Accounting pronouncements recently issued but not yet adopted

Other recent accounting pronouncements not yet adopted are not expected to have a material impact on the Company's unaudited condensed consolidated financial statements.

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY AND CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED UNITS AND EQUITY/ MEMBERS’ (DEFICIT) - USD ($) $ in Thousands	Total	Class F Units and Class M Units	Additional Paid-In Capital	Retained Earnings	Stockholders' Equity	Non-Controlling Interest	Class A	Class A Common Stock	Class B	Class B Common Stock	Class C	Class C Common Stock	Class F Units Class F Units and Class M Units	Class M Units Class F Units and Class M Units
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]
Tax distributions to members	(29)
Net income	941
Adjustment of redeemable convertible preferred units to redemption value	$ 79,816
Class P Units, ending balance (in shares) at Mar. 31, 2021	32,435,595
Class P Units, ending balance at Mar. 31, 2021	$ 147,055
Units, beginning balance (in shares) at Dec. 31, 2020		52,770,654											50,232,863	2,537,791
Units, beginning balance at Dec. 31, 2020		$ (85,395)											$ (85,695)	$ 300
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Tax distributions to members		$ (46)											(46)
Vested Class M Units (in shares)		325,221												325,221
Equity-based compensation		$ 93												$ 93
Net income	$ 2,408
Net income		1,467											1,467
Adjustment of redeemable convertible preferred units to redemption value		$ (79,816)											$ (79,816)
Units, ending balance (in shares) at Mar. 31, 2021		53,095,875											50,232,863	2,863,012
Units, ending balance at Mar. 31, 2021		$ (163,697)											$ (164,090)	$ 393
Units, beginning balance (in shares) at Dec. 31, 2021	85,163,263					85,163,263
Stockholders' equity, beginning 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, beginning balance at Dec. 31, 2021	$ 82,838		$ 6,865	$ 1,528	$ 8,403	$ 74,435		$ 1		$ 4		$ 5
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Tax distributions to members	(6,874)					$ (6,874)
Conversion of convertible securities (in shares)						(1,053,914)		1,053,914		(668,640)		(385,274)
RSU vesting during period (in shares)								40,019
Net income	3,369			356	356	$ 3,013
LLC Units vesting during period (in shares)						337,323				337,323
Increase in deferred tax asset from step-up tax basis related to redemption of LLC Units and set-up of TRA liability	605		605		605
Equity-based compensation	$ 2,104		2,028		2,028	$ 76
Rebalancing of controlling and non-controlling interest			(2,159)		(2,159)	$ 2,159
Units, ending balance (in shares) at Mar. 31, 2022	84,446,672					84,446,672
Stockholders' equity, ending balance (in shares) at Mar. 31, 2022							10,708,456	10,708,456	35,326,696	35,326,696	49,119,976	49,119,976
Stockholders' equity, ending balance at Mar. 31, 2022	$ 82,042		$ 7,339	$ 1,884	$ 9,233	$ 72,809		$ 1		$ 4		$ 5

Accrued Expenses and Other Current Liabilities - Accrued Expenses And Other Current Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021	Mar. 31, 2021	Dec. 31, 2020
Payables and Accruals [Abstract]
Accrued vendor expenses	$ 8,608	$ 9,563
Inventory received not billed	6,500	4,648
Accrued payroll expenses	1,901	4,498
Sales and other tax payable accrual	2,890	4,229
Provision for sales returns and allowances	1,583	2,338	$ 1,220	$ 2,341
Other	4,947	3,480
Total accrued expenses and other current liabilities	$ 26,429	$ 28,756

Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Sep. 23, 2021	Dec. 31, 2020	Sep. 30, 2019
Noncontrolling Interest [Line Items]
Fair value of units				$ 389,200
Return period	30 days
Resizing period	60 days
Extended service plan period	3 years
Deferred revenue	$ 23,700		$ 19,000
Deferred revenue, noncurrent	200		200
Revenue recognized	17,600	$ 9,900
Refund liability	1,583	1,220	2,338		$ 2,341
Refund assets	700		$ 1,100
Marketing, advertising and promotional costs	$ 20,000	$ 14,400
Minimum
Noncontrolling Interest [Line Items]
Third-party extended service plan period	2 years
Class P Warrants
Noncontrolling Interest [Line Items]
Warrant liability, fair value				$ 6,400		$ 100
Brilliant Earth, LLC
Noncontrolling Interest [Line Items]
Noncontrolling interest, ownership percentage	88.70%

Business and Organization (Details) $ / shares in Units, $ in Millions				3 Months Ended
	Mar. 31, 2022	Sep. 27, 2021 USD ($) $ / shares shares	Sep. 22, 2021 USD ($) shares	Mar. 31, 2022 segment	Sep. 23, 2021 shares
Concentration Risk [Line Items]
Number of operating segments \| segment				1
Number of reportable segments \| segment				1
Conversion ratio					1.8588
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 B
Concentration Risk [Line Items]
Stock issued during period, shares, new issues (in shares)		36,064,421
Class C
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		1.908
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	11.30%	10.10%
Brilliant Earth, LLC
Concentration Risk [Line Items]
Noncontrolling interest, number of shares purchased (in shares)					8,333,333
Rebalancing of controlling and non-controlling interest \| $		$ 93.5
Brilliant Earth, LLC \| Class F Units and Class M 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
Rebalancing of controlling and non-controlling interest \| $		$ 14.0
Continuing Equity Owners \| Class B
Concentration Risk [Line Items]
Stock redeemed (in shares)		522,386
Continuing Equity Owners \| Class C
Concentration Risk [Line Items]
Stock redeemed (in shares)		727,613
Continuing Equity Owners \| Class F Units and Class M 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
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
Consideration received on transaction \| $		$ 101.6
Over-Allotment Option \| Class A
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%