0001866757-22-000155 | 10-Q | XBRL Viewer | Brilliant Earth Group INC

Print Document View Excel Document

Cover - shares	6 Months Ended
Cover - shares	Jun. 30, 2022	Aug. 08, 2022
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2022
Document Transition Report	false
Entity File Number	001-40836
Entity Registrant Name	Brilliant Earth Group, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	87-1015499
Entity Address, Address Line One	300 Grant Avenue
Entity Address, Address Line Two	Third Floor
Entity Address, City or Town	San Francisco
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94108
City Area Code	800
Local Phone Number	691-0952
Title of 12(b) Security	Class A common stock, $0.0001 par value per share
Trading Symbol	BRLT
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Central Index Key	0001866757
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q2
Amendment Flag	false
Class A
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		10,835,394
Class B
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		35,399,590
Class C
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		49,119,976

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 155,533	$ 172,865
Restricted cash	205	205
Inventories, net	35,344	24,743
Prepaid expenses and other current assets	9,759	8,178
Total current assets	200,841	205,991
Property and equipment, net	11,272	6,732
Deferred tax assets	8,298	4,407
Operating lease right of use assets	21,427	0
Other assets	1,729	601
Total assets	243,567	217,731
Current liabilities:
Accounts payable	10,555	14,480
Accrued expenses and other current liabilities	35,455	28,756
Current portion of deferred revenue	22,476	18,818
Current portion of operating lease liabilities	3,025	0
Current portion of long-term debt	3,250	30,789
Total current liabilities	74,761	92,843
Long-term debt, net of debt issuance costs	61,000	32,789
Operating lease liabilities	21,399	0
Deferred rent	0	2,507
Payable pursuant to the Tax Receivable Agreement	6,541	3,775
Other long-term liabilities	112	2,979
Total liabilities	163,813	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	6,749	6,865
Retained earnings	2,308	1,528
Equity attributable to Brilliant Earth Group, Inc.	9,067	8,403
NCI attributable to Brilliant Earth, LLC	70,687	74,435
Total equity	79,754	82,838
Total liabilities and equity	243,567	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

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 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)	10,835,394	9,614,523
Common stock, shares outstanding (in shares)	10,835,394	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)	35,357,593	35,658,013
Common stock, shares outstanding (in shares)	35,357,593	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

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Income Statement [Abstract]
Net sales	$ 108,809	$ 92,348	$ 208,847	$ 163,044
Cost of sales	50,988	47,587	100,910	85,924
Gross profit	57,821	44,761	107,937	77,120
Operating expenses:
Selling, general and administrative	52,145	32,409	96,961	59,814
Income from operations	5,676	12,352	10,976	17,306
Interest expense	(1,146)	(1,948)	(2,922)	(3,874)
Other expense, net	(49)	(1,927)	(108)	(2,547)
Loss on extinguishment of debt	(617)	0	(617)	0
Income before tax	3,864	8,477	7,329	10,885
Income tax expense	(113)	0	(209)	0
Net income	3,751	$ 8,477	7,120	$ 10,885
Net income allocable to non-controlling interest	3,327		6,340
Net income allocable to Brilliant Earth Group, Inc.	$ 424		$ 780
Earnings per share:
Basic (in dollars per share)	$ 0.04		$ 0.07
Diluted (in dollars per share)	$ 0.03		$ 0.06
Weighted average shares of common stock outstanding:
Basic (in shares)	10,810,627		10,412,922
Diluted (in shares)	96,208,702		96,386,862

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	(8,655)
Net income	4,252
Adjustment of redeemable convertible preferred units to redemption value	$ 188,822
Class P Units, ending balance (in shares) at Jun. 30, 2021	32,435,595
Class P Units, ending balance at Jun. 30, 2021	$ 250,746
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		$ (9,946)											(9,946)
Vested Class M Units (in shares)		464,533												464,533
Equity-based compensation		$ 188												$ 188
Net income	$ 10,885
Net income		6,633											6,633
Adjustment of redeemable convertible preferred units to redemption value		$ (188,822)											$ (188,822)
Units, ending balance (in shares) at Jun. 30, 2021		53,235,187											50,232,863	3,002,324
Units, ending balance at Jun. 30, 2021		$ (277,342)											$ (277,830)	$ 488
Class P Units, beginning balance (in shares) at Mar. 31, 2021	32,435,595
Class P Units, beginning balance at Mar. 31, 2021	$ 147,055
Increase (Decrease) in Temporary Equity [Roll Forward]
Tax distributions to members	(8,626)
Net income	3,311
Adjustment of redeemable convertible preferred units to redemption value	$ 109,006
Class P Units, ending balance (in shares) at Jun. 30, 2021	32,435,595
Class P Units, ending balance at Jun. 30, 2021	$ 250,746
Units, beginning balance (in shares) at Mar. 31, 2021		53,095,875											50,232,863	2,863,012
Units, beginning balance at Mar. 31, 2021		$ (163,697)											$ (164,090)	$ 393
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Tax distributions to members		$ (9,900)											(9,900)
Vested Class M Units (in shares)		139,312												139,312
Equity-based compensation		$ 95												$ 95
Net income	$ 8,477
Net income		5,166											5,166
Adjustment of redeemable convertible preferred units to redemption value		$ (109,006)											$ (109,006)
Units, ending balance (in shares) at Jun. 30, 2021		53,235,187											50,232,863	3,002,324
Units, ending balance at Jun. 30, 2021		$ (277,342)											$ (277,830)	$ 488
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	(14,974)					$ (14,974)
Conversion of convertible securities (in shares)						(1,163,914)		1,163,914		(778,640)		(385,274)
Conversion of convertible securities	0
RSU vesting during period (in shares)								56,957
RSU vesting during period	0
Net income	7,120			780	780	$ 6,340
LLC Units vesting during period (in shares)						478,220				478,220
LLC Units vesting during period	0
Increase in deferred tax asset from step-up tax basis related to redemption of LLC Units and set-up of TRA liability	518		518		518
Equity-based compensation	4,252		4,107		4,107	$ 145
Rebalancing of controlling and non-controlling interest	$ 0		(4,741)		(4,741)	$ 4,741
Units, ending balance (in shares) at Jun. 30, 2022	84,477,569					84,477,569
Stockholders' equity, ending balance (in shares) at Jun. 30, 2022							10,835,394	10,835,394	35,357,593	35,357,593	49,119,976	49,119,976
Stockholders' equity, ending balance at Jun. 30, 2022	$ 79,754		6,749	2,308	9,067	$ 70,687		$ 1		$ 4		$ 5
Units, beginning balance (in shares) at Mar. 31, 2022						84,446,672
Stockholders' equity, beginning balance (in shares) at Mar. 31, 2022								10,708,456		35,326,696		49,119,976
Stockholders' equity, beginning balance at Mar. 31, 2022	82,042		7,339	1,884	9,233	$ 72,809		$ 1		$ 4		$ 5
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Tax distributions to members	(8,100)					$ (8,100)
Conversion of convertible securities (in shares)						(110,000)		110,000		(110,000)
Conversion of convertible securities	0
RSU vesting during period (in shares)								16,938
RSU vesting during period	0
Net income	3,751			424	424	$ 3,327
LLC Units vesting during period (in shares)						140,897				140,897
LLC Units vesting during period	0
Increase in deferred tax asset from step-up tax basis related to redemption of LLC Units and set-up of TRA liability	(87)		(87)		(87)
Equity-based compensation	2,148		2,079		2,079	$ 69
Rebalancing of controlling and non-controlling interest	$ 0		(2,582)		(2,582)	$ 2,582
Units, ending balance (in shares) at Jun. 30, 2022	84,477,569					84,477,569
Stockholders' equity, ending balance (in shares) at Jun. 30, 2022							10,835,394	10,835,394	35,357,593	35,357,593	49,119,976	49,119,976
Stockholders' equity, ending balance at Jun. 30, 2022	$ 79,754		$ 6,749	$ 2,308	$ 9,067	$ 70,687		$ 1		$ 4		$ 5

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Operating activities
Net income	$ 7,120	$ 10,885
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	747	321
Equity-based compensation	4,252	188
Non-cash operating lease cost	1,462	0
Change in fair value of warrants	0	2,446
Amortization of debt issuance costs	452	851
Loss on extinguishment of debt	617	0
Other	(56)	(24)
Changes in assets and liabilities:
Inventories	(10,544)	(3,579)
Prepaid expenses and other current assets	(1,945)	(980)
Other assets	(665)	(253)
Accounts payable, accrued expenses and other current liabilities	461	369
Deferred revenue	3,580	9,253
Operating lease liabilities	(608)	0
Deferred rent	0	733
Net cash provided by operating activities	4,873	20,210
Investing activities
Purchases of property and equipment	(4,068)	(2,646)
Net cash used in investing activities	(4,068)	(2,646)
Financing activities
Proceeds received from Silicon Valley Bank term loan facility	65,000	0
Repayment of Runway term loan	(58,158)	0
Principal payments on Runway term loan	(6,842)	0
Final payment and prepayment penalty on Runway term loan	(2,408)	0
Payments of debt issuance costs	(755)	0
Tax distributions to members	(14,974)	(18,601)
Payments of deferred offering costs	0	(231)
Net cash used in financing activities	(18,137)	(18,832)
Net decrease in cash, cash equivalents and restricted cash	(17,332)	(1,268)
Cash, cash equivalents and restricted cash at beginning of period	173,070	66,474
Cash, cash equivalents and restricted cash at end of period	155,738	65,206
Non-cash investing and financing activities
Right-of-use assets and operating lease liabilities	3,716	0
Deferred tax assets associated with redemption of LLC Units	3,891	0
TRA Obligation associated with redemption of LLC Units	3,373	0
Purchases of property and equipment included in accounts payable and accrued liabilities	1,219	117
Credit to APIC related to redemption of LLC Units	518	0
Debt issuance costs included in accounts payable and accrued liabilities	487	0
Deferred offering costs included in accounts payable and accrued liabilities	0	1,379
Adjustment of redeemable convertible preferred units to redemption value	0	188,822
Supplemental information
Cash paid for interest	2,414	3,033
Cash paid for taxes	$ 191	$ 0

Business and Organization	6 Months Ended
Business and Organization	Jun. 30, 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 twenty locations within the United States (“U.S.”) as of June 30, 2022. 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 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.

Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 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 contained in the 2021 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 June 30, 2022, the non-controlling interest was 88.6%. 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 June 30, 2022, there were no 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 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.

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.

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 June 30, 2022, December 31, 2021, and June 30, 2021 (in thousands):


	June 30,		December 31,		June 30,
	2022		2021		2021
Cash and cash equivalents	$	155,533	$	172,865	$	65,001
Restricted cash	205		205		205
Total	$	155,738	$	173,070	$	65,206

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 and six months ended June 30, 2022 and 2021 (in thousands):


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2022		2021		2022		2021
United States	$	102,232	$	85,995	$	195,998	$	151,995
International	6,577		6,353		12,849		11,049
Total net sales	$	108,809	$	92,348	$	208,847	$	163,044

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 June 30, 2022 and December 31, 2021, total deferred revenue was $22.6 million and $19.0 million, respectively, of which $0.1 million and $0.2 million, respectively, were included within other long-term liabilities in the unaudited condensed consolidated balance sheets. During the six months ended June 30, 2022 and 2021, the Company recognized $18.1 million and $10.2 million of revenue, respectively, that was deferred as of December 31, 2021 and December 31, 2020, respectively.

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 June 30, 2022 and December 31, 2021, refund liabilities balances were $1.5 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 June 30, 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 $23.5 and $16.3 million, for the three months ended June 30, 2022 and 2021, respectively and $43.5 and $30.7 million, for the six months ended June 30, 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 June 30, 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.

Earnings Per Share

6 Months Ended

Jun. 30, 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 and six months ended June 30, 2022 have been computed as follows (in thousands, except share and per share amounts):


Numerator:	Three Months Ended June 30, 2022		Six Months Ended June 30, 2022
Net income attributable to Brilliant Earth Group, Inc., BASIC	$	424	$	780
Add: Net income impact from assumed redemption of all LLC Units to common stock	3,327		6,340
Less: Income tax expense on net income attributable to NCI	(850)		(1,603)
Net income attributable to Brilliant Earth Group, Inc., after adjustment for assumed conversion, DILUTED	$	2,901	$	5,517

Denominator:
Weighted average shares of common stock outstanding, BASIC	10,810,627		10,412,922
Dilutive effects of:
Vested LLC Units that are exchangeable for common stock	84,404,337		84,630,379
LLC Units and RSUs	993,738		1,343,561
Weighted average shares of common stock outstanding, DILUTED	96,208,702		96,386,862

BASIC earnings per share	$	0.04	$	0.07
DILUTED earnings per share	$	0.03	$	0.06

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 and six months ended June 30, 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 and RSUs were included using the treasury stock method. For the three and six months ended June 30, 2022, the impact of 1,132,666 and 1,316,755, respectively, of shares underlying stock options, and 2,369,323 and 1,990,846, respectively, of RSUs have been excluded from the computation of earnings per share because such impact is anti-dilutive.

Inventories, Net

6 Months Ended

Jun. 30, 2022

Inventory Disclosure [Abstract]

Inventories, Net

INVENTORIES, NET

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


	June 30,		December 31,
	2022		2021
Loose diamonds	$	11,100	$	9,013
Fine jewelry and other	24,447		15,990
Allowance for inventory obsolescence	(203)		(260)
Total inventories, net	$	35,344	$	24,743

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


	June 30,		June 30,
	2022		2021
Balance at beginning of period	$	(260)	$	(242)
Change in allowance for inventory obsolescence	57		24
Balance at end of period	$	(203)	$	(218)

As of June 30, 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.

Accrued Expenses and Other Current Liabilities

6 Months Ended

Jun. 30, 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):


	June 30,		December 31,
	2022		2021
Accrued vendor expenses	$	10,625	$	9,563
Inventory received not billed	10,180		4,648
Accrued payroll expenses	3,876		4,498
Sales and other tax payable accrual	3,055		4,229
Provision for sales returns and allowances	1,546		2,338
Other	6,173		3,480
Total accrued expenses and other current liabilities	$	35,455	$	28,756

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 six months ended June 30, 2022 and 2021 was as follows (in thousands):


	June 30,		June 30,
	2022		2021
Balance at beginning of period	$	2,338	$	2,341
Provision	10,817		10,547
Returns and allowances	(11,609)		(11,559)
Balance at end of period	$	1,546	$	1,329

Leases

6 Months Ended

Jun. 30, 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 June 30, 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 June 30, 2022
Operating ROU assets at cost	Operating lease right of use assets	$	22,889
Accumulated amortization	Operating lease right of use assets	(1,462)
Net book value		$	21,427

Liabilities	Classification	As of June 30, 2022
Current:
Operating leases	Current portion of operating lease liabilities	$	3,025
Noncurrent:
Operating leases	Operating lease liabilities	21,399
Total lease liabilities		$	24,424

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


	Classification	For the three months ended June 30, 2022		For the six months ended June 30, 2022
Operating lease costs	Selling, general and administrative expense	$	1,054	$	1,978

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 June 30, 2022 was as follows (in thousands):


	Amount
For the six months ending December 31, 2022	$	1,743
Years ending December 31,
2023	4,549
2024	4,392
2025	4,341
2026	3,989
2027	2,478
Thereafter	7,259
Total minimum lease payments	28,751
Less: imputed interest	(4,327)
Net present value of operating lease liabilities	24,424
Less: current portion	(3,025)
Long-term portion	$	21,399

The following table summarizes the weighted-average remaining lease term and weighted-average discount rate on long-term leases as of June 30, 2022 (in thousands):


Weighted-average remaining lease term - operating leases	5.7 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 June 30, 2022 is as follows:
Cash paid for amounts included in lease liabilities for the six months ended June 30, 2022:
Operating cash flows from operating leases	$	2,253

ROU assets obtained in exchange for new operating lease liabilities	$	3,716

Long-Term Debt

6 Months Ended

Jun. 30, 2021

Debt Disclosure [Abstract]

Long-Term Debt

LONG-TERM DEBTThe following table summarizes the net carrying amount of long-term debt as of June 30, 2022 and December 31, 2021, net of debt issuance costs (in thousands):


	June 30, 2022						December 31, 2021
	Outstanding principal		Debt issuance costs		Net carrying amount		Outstanding principal		Debt issuance costs		Net carrying amount
Term loan	$	65,000	$	(750)	$	64,250	$	65,000	$	(1,422)	$	63,578
Total debt	$	65,000	$	(750)	$	64,250	$	65,000	$	(1,422)	$	63,578


Current portion	$	3,250	$	—	$	3,250	$	30,789	$	—	$	30,789
Long term	61,750		(750)		61,000		34,211		(1,422)		32,789
Total debt	$	65,000	$	(750)	$	64,250	$	65,000	$	(1,422)	$	63,578

Term Loan Agreement - Runway Growth Credit Finance Corp.

On September 30, 2019, we entered into a Loan and Security Agreement with Runway Growth Finance Corp. (f/k/a Runway Growth Credit Fund Inc.) (“Runway”) which, as subsequently amended, provided for up to $65.0 million of borrowings (as subsequently amended, the “Runway Term Loan”). The Runway Term Loan bore interest at a variable rate equal to LIBOR (at a floor of 0.50%) plus 7.75%. The Runway Term Loan was secured by substantially all of the assets of the Company and required us to comply with various affirmative and negative debt covenants.

In connection with the origination of the Runway Term Loan Agreement, a warrant for 333,333 Class P Units was issued. The warrants were converted upon exercise into 534,589 newly issued LLC Units on a net settlement basis, elected at the option of the holder.

The Company was required to make interest-only payments on the Runway Term Loan through April 15, 2022, at which time the Runway Term Loan began amortizing, with equal monthly payments of principal, which would fully amortize the principal amount of the Term Loan by October 15, 2023, plus interest being paid by the Company to Runway in consecutive monthly installments until October 15, 2023. The Term Loan carried a prepayment fee of 3.00% declining to 0.00% based on the anniversary date of payment, and a final payment fee equal to 4.50% of the principal amount repaid upon prepayment, plus $0.2 million.

On May 24, 2022, substantially concurrently with entry into the SVB Credit Agreement (as defined below) the Company repaid all outstanding amounts under the Runway Term Loan, totaling $58.2 million with proceeds from the SVB Credit Agreement. In connection with the repayment and termination of the Runway Term Loan, the Company was required to pay a 1% prepayment fee, plus a final payment fee. The Runway Term Loan was scheduled to mature on October 15, 2023.

Credit Agreement - Silicon Valley Bank

On May 24, 2022 (the “Closing Date”), Brilliant Earth, LLC, as borrower, and Silicon Valley Bank, as administrative agent and collateral agent for the lenders entered into a credit agreement (the “SVB Credit Agreement”) which provides for a secured term loan credit facility of $65.0 million (the “SVB Term Loan Facility”) and a secured revolving credit facility in an amount of up to $40.0 million (the “SVB Revolving Credit Facility”, and together with the Term Loan Facility, the “SVB Credit Facilities”).

The SVB Credit Facilities were used to refinance existing indebtedness, pay related fees and expenses, and will be used from and after the Closing Date for working capital and general corporate purposes. The Credit Facilities mature on May 24, 2027 (the “SVB Maturity Date”).

The SVB Credit Facilities are secured by substantially all assets of Brilliant Earth, LLC and any of its future material subsidiaries, subject to customary exceptions. Brilliant Earth, LLC’s future material subsidiaries (subject to certain customary exceptions) will guarantee repayment of the SVB Credit Facilities.

Borrowings under the SVB Credit Facilities bear interest at either (a) a secured overnight financing rate plus an annual adjustment of 0.125%, plus an applicable margin of 2.25% to 2.75%, depending on the Consolidated Total Leverage Ratio, or an alternate base rate plus an applicable margin of 1.25% to 1.75%, depending on the Consolidated Total Leverage Ratio, each subject to a 0.00% floor. In addition, Brilliant Earth, LLC has agreed to pay a commitment fee on the first day of each quarter on the unused amount of the SVB Revolving Credit Facility, equal to 0.25% to 0.35% per annum depending on the Consolidated Total Leverage Ratio. The Consolidated Total Leverage Ratio is defined as the ratio, as of the last day of any four fiscal quarter period, of (a) Consolidated Total Indebtedness of the Company and its subsidiaries to (b) the Consolidated EBITDA for such period (each term as further defined in the Credit Agreement).

The SVB Term Loan Facility is required to be repaid on the last day of each calendar quarter (commencing on September 30, 2022), in an amount equal to 1.25% per quarter through June 30, 2024, 1.875% per quarter from September 30, 2024 through June 30, 2025, and 2.50% per quarter thereafter, with the balance payable on the SVB Maturity Date. The SVB Term Loan Facility is also subject to certain mandatory prepayment requirements in connection with asset sales, casualty events and debt incurrence, subject to customary exceptions.

The SVB Credit Facilities are subject to customary affirmative covenants and negative covenants as well as financial maintenance covenants. The financial covenants are tested at the end of each fiscal quarter, beginning with the quarter ending June 30, 2022, and requires that (a) the Company and its subsidiaries not have a Consolidated Fixed Charge Coverage Ratio (defined as the ratio of (i) Consolidated EBITDA, less cash taxes (including tax distributions), less certain capital expenditures, less cash dividends and other cash restricted payments, to (ii) the sum of cash interest expense and scheduled principal payments on outstanding debt (in each case, as further defined in the SVB Credit Agreement)) of less than 1.25:1.00, (b) the Company and its subsidiaries not have a Consolidated Total Leverage Ratio of more than 4.00 to 1.00, and (c) Brilliant Earth, LLC and its subsidiaries not have a Consolidated Borrower Leverage Ratio (defined substantially similar as Consolidated Total Leverage Ratio, but limited to Brilliant Earth, LLC and its subsidiaries) in excess of 3.00 to 1.00 (which level is subject to temporary increases to 4.00 to 1.00 in connection with certain acquisitions). As of June 30, 2022, the Company was in compliance with such covenants.

The effective interest rate on the long-term debt was 7.1% and 12.0% for the three months ended June 30, 2022 and 2021, respectively. Interest expense was $1.1 million, and $1.5 million for the three months ended June 30, 2022 and 2021, respectively; and the amortization of deferred issuance costs were immaterial for the three months ended June 30, 2022 and $0.4 million for the three months ended June 30, 2021, respectively.

The effective interest rate on the long-term debt was 9.07% and 12.02% for the six months ended June 30, 2022 and 2021, respectively. Interest expense was $2.4 million, and $3.0 million for the six months ended June 30, 2022 and 2021, respectively; and the amortization of deferred issuance costs was $0.5 million and $0.9 million for the six months ended June 30, 2022 and 2021, respectively.

As of June 30, 2022, the aggregate future principal payments under the Term Loan Facility were as follows (in thousands):


	Principal
For the six months ending December 31, 2022	$	1,625
Years ending December 31,
2023	3,250
2024	4,062
2025	5,688
2026	6,500
2027	43,875
Total aggregate future principal payments	$	65,000

Stockholders' and Members' Equity

6 Months Ended

Jun. 30, 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 June 30, 2022 and December 31, 2021:


		June 30,	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	10,835,394	9,614,523	1	Yes
Class B	150,000,000	35,357,593	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		84,477,569	85,163,263
Unvested LLC Units		1,017,937	1,901,977
Unvested RSUs		2,934,622	1,377,728
Stock options		1,120,928	1,449,181

Common LLC Units		84,477,569	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 June 30, 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 June 30, 2022, were held as follows:

•10,835,394 shares of Class A common stock were issued in the IPO, through subsequent conversion of LLC Units, vesting of RSUs, and issued to non-affiliates;

•35,357,593 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 June 30, 2022, Brilliant Earth Group, Inc. holds a 11.4% economic interest in Brilliant Earth, LLC through its ownership of 10,835,394 LLC Units, but consolidates Brilliant Earth, LLC as sole managing member. The remaining 84,477,569 LLC Units representing an 88.6% 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 and six months ended June 30, 2022, the Company caused Brilliant Earth, LLC to issue to the Company a vested total of 16,938 and 56,957 LLC Units for RSUs, respectively. The Company also caused Brilliant Earth Group, Inc. to issue 140,897 and 478,220 shares of Class B common stock to the Continuing Equity Owners associated with LLC units which vested during the three and six months ended

June 30, 2022, respectively. During the three and six months ended June 30, 2022, there were 110,000 and 778,640 shares of Class B common stock, respectively, and 0 and 385,274 shares of Class C common stock, respectively, converted to Class A common stock related to the Continuing Equity Owners. There were no stock options exercised during the three and six months ended June 30, 2022.

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 $8.1 million and $18.5 million for the three months ended June 30, 2022 and June 30, 2021, respectively, and $15.0 million and $18.6 million for the six months ended June 30, 2022 and June 30, 2021, respectively.

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 June 30, 2022 and December 31, 2021:


		June 30,	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	10,835,394	9,614,523	1	Yes
Class B	150,000,000	35,357,593	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		84,477,569	85,163,263
Unvested LLC Units		1,017,937	1,901,977
Unvested RSUs		2,934,622	1,377,728
Stock options		1,120,928	1,449,181

Common LLC Units		84,477,569	85,163,263	No	Yes

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 June 30, 2022, were held as follows:

•10,835,394 shares of Class A common stock were issued in the IPO, through subsequent conversion of LLC Units, vesting of RSUs, and issued to non-affiliates;

•35,357,593 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
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

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

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

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

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

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

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

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

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

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (h)
-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
-Topic 505
-SubTopic 10
-Section 50
-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
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 16
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496180-112644

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

6 Months Ended

Jun. 30, 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 June 30, 2022, 7,287,380 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. Under the 2021 Employee Stock Purchase Plan, 1,638,586 shares of common stock were reserved for sale pursuant to said plan. The number of shares initially reserved for issuance under the 2021 Employee Stock Purchase 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) 1% 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 15,839,672 shares of stock may be issued under the 2021 Employee Stock Purchase Plan.

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 six months ended June 30, 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	1,832,197	$	8.84
Vested	(56,957)	$	12.13
Forfeited	(218,346)	$	12.62
Balance as of June 30, 2022, unvested	2,934,622	$	10.52

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 $1.8 million and $3.2 million, respectively, for the three and six months ended June 30, 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 $27.4 million as of June 30, 2022 is expected to be recognized over a weighted-average period of approximately 3.42 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	(491,205)	$	4.29
Outstanding as of June 30, 2022	1,120,928	$	4.28

Vested and exercisable as of June 30, 2022	539,094	$	4.26
Unvested as of June 30, 2022	581,834	$	4.29
Vested and expected to vest as of June 30, 2022	1,120,928	$	4.28

As of June 30, 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 9.2 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 $0.3 million and $0.9 million, respectively, for the three and six months ended June 30, 2022, and is included in selling, general and administrative expenses in the unaudited condensed consolidated statements of operations.

As of June 30, 2022, total compensation cost related to unvested option awards not yet recognized was $2.5 million and the weighted-average period over which the compensation is expected to be recognized is 2.6 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 six months ended June 30, 2022 and 2021:


	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	(394,260)	$	0.50
Balance, June 30, 2022, unvested	1,017,937	$	0.67


	Number of LLC Units	Weighted average grant date fair value
Balance, December 31, 2020, unvested	1,485,946	$	0.29
Granted	1,432,611	$	0.53
Forfeited	(17,733)	$	0.30
Vested	(443,691)	$	0.36
Balance, June 30, 2021, unvested	2,457,133	$	0.42

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 and six months ended June 30, 2022, respectively and approximately $0.1 million and $0.2 million, for the three and six months ended June 30, 2021, respectively.

The unamortized LLC Unit compensation cost of $0.6 million as of June 30, 2022 is expected to be recognized over a weighted-average period of approximately 2.5 years.

Income Taxes and Tax Receivable Agreement	6 Months Ended
Income Taxes and Tax Receivable Agreement	Jun. 30, 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 2.9% for the six months ended June 30, 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 $3.9 million during the six months ended June 30, 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 and $0.2 million for the three and six months ended June 30, 2022, respectively. 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 and six months ended June 30, 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 $7.1 million ($6.5 million recorded in the Payable pursuant to the Tax Receivable Agreement and $0.6 million recorded in Accrued expenses and other current liabilities) as of June 30, 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 Brilliant Earth, LLC related to exchanges of non-controlling interest for Class A common stock. Of which, $0.6 million is expected to be paid within the next 12 months and was included within accrued expenses and other current liabilities in the unaudited condensed consolidated balance sheets.

- 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

Commitments and Contingencies	6 Months Ended
Commitments and Contingencies	Jun. 30, 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 June 30, 2022, unconditional future minimum payments under agreements to purchase services primarily related to software maintenance and marketing and advertising spending. As of June 30, 2022, these commitments with a remaining term in excess of 12 months totaled $5.8 million. Capital Commitments The Company may enter into commitments to expand various locations, which generally include design, store construction and improvements. As of June 30, 2022, these commitments totaled $3.5 million related to the opening of new locations. Letter of Credit As of June 30, 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. 401(k) 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 $0.1 million and $0.1 million for the three months ended June 30, 2022 and 2021, respectively; and $0.4 million and $0.3 million for the six months ended June 30, 2021 and 2022, respectively.

Subsequent Events	6 Months Ended
Subsequent Events	Jun. 30, 2022
Subsequent Events [Abstract]
Subsequent Events	SUBSEQUENT EVENTSThe Company entered into 7 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 $10.4 million.

Summary of Significant Accounting Policies (Policies)	6 Months Ended
Summary of Significant Accounting Policies (Policies)	Jun. 30, 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 contained in the 2021 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 June 30, 2022, there were no 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 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.
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 June 30, 2022 and December 31, 2021, total deferred revenue was $22.6 million and $19.0 million, respectively, of which $0.1 million and $0.2 million, respectively, were included within other long-term liabilities in the unaudited condensed consolidated balance sheets. During the six months ended June 30, 2022 and 2021, the Company recognized $18.1 million and $10.2 million of revenue, respectively, that was deferred as of December 31, 2021 and December 31, 2020, respectively. 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 June 30, 2022 and December 31, 2021, refund liabilities balances were $1.5 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 June 30, 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 June 30, 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 (Tables)

6 Months Ended

Jun. 30, 2022

Accounting Policies [Abstract]

Schedule of Cash and Cash Equivalents


	June 30,		December 31,		June 30,
	2022		2021		2021
Cash and cash equivalents	$	155,533	$	172,865	$	65,001
Restricted cash	205		205		205
Total	$	155,738	$	173,070	$	65,206

Restrictions on Cash and Cash Equivalents


	June 30,		December 31,		June 30,
	2022		2021		2021
Cash and cash equivalents	$	155,533	$	172,865	$	65,001
Restricted cash	205		205		205
Total	$	155,738	$	173,070	$	65,206

Disaggregation of Revenue

The following table discloses total net sales by geography for the three and six months ended June 30, 2022 and 2021 (in thousands):


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2022		2021		2022		2021
United States	$	102,232	$	85,995	$	195,998	$	151,995
International	6,577		6,353		12,849		11,049
Total net sales	$	108,809	$	92,348	$	208,847	$	163,044

Earnings Per Share (Tables)

6 Months Ended

Jun. 30, 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 and six months ended June 30, 2022 have been computed as follows (in thousands, except share and per share amounts):


Numerator:	Three Months Ended June 30, 2022		Six Months Ended June 30, 2022
Net income attributable to Brilliant Earth Group, Inc., BASIC	$	424	$	780
Add: Net income impact from assumed redemption of all LLC Units to common stock	3,327		6,340
Less: Income tax expense on net income attributable to NCI	(850)		(1,603)
Net income attributable to Brilliant Earth Group, Inc., after adjustment for assumed conversion, DILUTED	$	2,901	$	5,517

Denominator:
Weighted average shares of common stock outstanding, BASIC	10,810,627		10,412,922
Dilutive effects of:
Vested LLC Units that are exchangeable for common stock	84,404,337		84,630,379
LLC Units and RSUs	993,738		1,343,561
Weighted average shares of common stock outstanding, DILUTED	96,208,702		96,386,862

BASIC earnings per share	$	0.04	$	0.07
DILUTED earnings per share	$	0.03	$	0.06

Inventories, Net (Tables)

6 Months Ended

Jun. 30, 2022

Inventory Disclosure [Abstract]

Schedule of Inventories, Net

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


	June 30,		December 31,
	2022		2021
Loose diamonds	$	11,100	$	9,013
Fine jewelry and other	24,447		15,990
Allowance for inventory obsolescence	(203)		(260)
Total inventories, net	$	35,344	$	24,743

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


	June 30,		June 30,
	2022		2021
Balance at beginning of period	$	(260)	$	(242)
Change in allowance for inventory obsolescence	57		24
Balance at end of period	$	(203)	$	(218)

Accrued Expenses and Other Current Liabilities (Tables)

6 Months Ended

Jun. 30, 2022

Payables and Accruals [Abstract]

Schedule of Accrued Expenses

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


	June 30,		December 31,
	2022		2021
Accrued vendor expenses	$	10,625	$	9,563
Inventory received not billed	10,180		4,648
Accrued payroll expenses	3,876		4,498
Sales and other tax payable accrual	3,055		4,229
Provision for sales returns and allowances	1,546		2,338
Other	6,173		3,480
Total accrued expenses and other current liabilities	$	35,455	$	28,756

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


	June 30,		June 30,
	2022		2021
Balance at beginning of period	$	2,338	$	2,341
Provision	10,817		10,547
Returns and allowances	(11,609)		(11,559)
Balance at end of period	$	1,546	$	1,329

Leases (Tables)

6 Months Ended

Jun. 30, 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 June 30, 2022
Operating ROU assets at cost	Operating lease right of use assets	$	22,889
Accumulated amortization	Operating lease right of use assets	(1,462)
Net book value		$	21,427

Liabilities	Classification	As of June 30, 2022
Current:
Operating leases	Current portion of operating lease liabilities	$	3,025
Noncurrent:
Operating leases	Operating lease liabilities	21,399
Total lease liabilities		$	24,424

Additional Lease Information

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


	Classification	For the three months ended June 30, 2022		For the six months ended June 30, 2022
Operating lease costs	Selling, general and administrative expense	$	1,054	$	1,978

The following table summarizes the weighted-average remaining lease term and weighted-average discount rate on long-term leases as of June 30, 2022 (in thousands):


Weighted-average remaining lease term - operating leases	5.7 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 June 30, 2022 is as follows:
Cash paid for amounts included in lease liabilities for the six months ended June 30, 2022:
Operating cash flows from operating leases	$	2,253

ROU assets obtained in exchange for new operating lease liabilities	$	3,716

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


	Amount
For the six months ending December 31, 2022	$	1,743
Years ending December 31,
2023	4,549
2024	4,392
2025	4,341
2026	3,989
2027	2,478
Thereafter	7,259
Total minimum lease payments	28,751
Less: imputed interest	(4,327)
Net present value of operating lease liabilities	24,424
Less: current portion	(3,025)
Long-term portion	$	21,399

Long-Term Debt (Tables)

6 Months Ended

Jun. 30, 2022

Debt Disclosure [Abstract]

Schedule of Long-term Debt Instruments

The following table summarizes the net carrying amount of long-term debt as of June 30, 2022 and December 31, 2021, net of debt issuance costs (in thousands):


	June 30, 2022						December 31, 2021
	Outstanding principal		Debt issuance costs		Net carrying amount		Outstanding principal		Debt issuance costs		Net carrying amount
Term loan	$	65,000	$	(750)	$	64,250	$	65,000	$	(1,422)	$	63,578
Total debt	$	65,000	$	(750)	$	64,250	$	65,000	$	(1,422)	$	63,578


Current portion	$	3,250	$	—	$	3,250	$	30,789	$	—	$	30,789
Long term	61,750		(750)		61,000		34,211		(1,422)		32,789
Total debt	$	65,000	$	(750)	$	64,250	$	65,000	$	(1,422)	$	63,578

Schedule of Maturities of Long-term Debt

As of June 30, 2022, the aggregate future principal payments under the Term Loan Facility were as follows (in thousands):


	Principal
For the six months ending December 31, 2022	$	1,625
Years ending December 31,
2023	3,250
2024	4,062
2025	5,688
2026	6,500
2027	43,875
Total aggregate future principal payments	$	65,000

- 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

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.22)
-URI http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-04(a))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e24072-122690

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 1A
-URI http://asc.fasb.org/extlink&oid=124435984&loc=d3e28541-108399

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=123467817&loc=d3e21506-112644

Reference 5: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 55
-Paragraph 69B
-URI http://asc.fasb.org/extlink&oid=123466577&loc=SL123495735-112612

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=124435984&loc=d3e28551-108399

Reference 7: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 55
-Paragraph 69E
-URI http://asc.fasb.org/extlink&oid=123466577&loc=SL123495743-112612

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 7
-URI http://asc.fasb.org/extlink&oid=123467817&loc=d3e21521-112644

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=123467817&loc=d3e21538-112644

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 470
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=123599511&loc=d3e64711-112823

Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 55
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=114775985&loc=d3e28878-108400

Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=123467817&loc=d3e21475-112644

+ Details

Stockholders' and Members' Equity (Tables)

6 Months Ended

Jun. 30, 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 June 30, 2022 and December 31, 2021:


		June 30,	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	10,835,394	9,614,523	1	Yes
Class B	150,000,000	35,357,593	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		84,477,569	85,163,263
Unvested LLC Units		1,017,937	1,901,977
Unvested RSUs		2,934,622	1,377,728
Stock options		1,120,928	1,449,181

Common LLC Units		84,477,569	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.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 45
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=65888546&loc=d3e21300-112643

Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(28))
-URI http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=123467817&loc=d3e21553-112644

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 480
-SubTopic 10
-Section S99
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=122040564&loc=d3e177068-122764

Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=123467817&loc=d3e21538-112644

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 7
-URI http://asc.fasb.org/extlink&oid=123467817&loc=d3e21521-112644

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-URI http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=123467817&loc=d3e21488-112644

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI http://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=123467817&loc=d3e21506-112644

Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(27))
-URI http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=123467817&loc=d3e21484-112644

Reference 13: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=123467817&loc=d3e21475-112644

+ Details

Equity-Based Compensation (Tables)

6 Months Ended

Jun. 30, 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 six months ended June 30, 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	1,832,197	$	8.84
Vested	(56,957)	$	12.13
Forfeited	(218,346)	$	12.62
Balance as of June 30, 2022, unvested	2,934,622	$	10.52

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	(491,205)	$	4.29
Outstanding as of June 30, 2022	1,120,928	$	4.28

Vested and exercisable as of June 30, 2022	539,094	$	4.26
Unvested as of June 30, 2022	581,834	$	4.29
Vested and expected to vest as of June 30, 2022	1,120,928	$	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 six months ended June 30, 2022 and 2021:


	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	(394,260)	$	0.50
Balance, June 30, 2022, unvested	1,017,937	$	0.67


	Number of LLC Units	Weighted average grant date fair value
Balance, December 31, 2020, unvested	1,485,946	$	0.29
Granted	1,432,611	$	0.53
Forfeited	(17,733)	$	0.30
Vested	(443,691)	$	0.36
Balance, June 30, 2021, unvested	2,457,133	$	0.42

Business and Organization (Details) $ / shares in Units, $ in Thousands				3 Months Ended	6 Months Ended
	Jun. 30, 2022	Sep. 27, 2021 USD ($) $ / shares shares	Sep. 22, 2021 USD ($) shares	Jun. 30, 2022 USD ($)	Jun. 30, 2022 USD ($) segment	Jun. 30, 2021 USD ($)	Sep. 23, 2021 shares
Concentration Risk [Line Items]
Number of operating segments \| segment					1
Number of reportable segments \| segment					1
Payments of stock issuance costs \| $					$ 0	$ 231
Conversion ratio							1.8588
Tax benefit distributions to noncontrolling interest holders, percent	85.00%	85.00%		85.00%	85.00%		85.00%
Rebalancing of controlling and non-controlling interest \| $				$ 0	$ 0
Class P Warrants
Concentration Risk [Line Items]
Warrant carrying value \| $			$ 6,400
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	1
Brilliant Earth, LLC
Concentration Risk [Line Items]
Economic interest percent	11.40%	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 \| $		$ 93,500
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 \| $		$ 14,000
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 \| $		$ 13,400
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 \| $		$ 101,600
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%

Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Noncontrolling Interest [Line Items]
Return period			30 days
Resizing period			60 days
Extended service plan period			3 years
Deferred revenue	$ 22,600		$ 22,600		$ 19,000
Deferred revenue, noncurrent	100		100		200
Revenue recognized			18,100	$ 10,200
Refund liability	1,546	$ 1,329	1,546	1,329	2,338	$ 2,341
Refund assets	700		700		$ 1,100
Marketing, advertising and promotional costs	$ 23,500	$ 16,300	$ 43,500	$ 30,700
Minimum
Noncontrolling Interest [Line Items]
Third-party extended service plan period			2 years
Brilliant Earth, LLC
Noncontrolling Interest [Line Items]
Noncontrolling interest, ownership percentage	88.60%		88.60%

Summary of Significant Accounting Policies - Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021	Jun. 30, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
Cash and cash equivalents	$ 155,533	$ 172,865	$ 65,001
Restricted cash		205	205
Total	$ 155,738	$ 173,070	$ 65,206	$ 66,474

Summary of Significant Accounting Policies - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Disaggregation of Revenue [Line Items]
Total net sales	$ 108,809	$ 92,348	$ 208,847	$ 163,044
United States
Disaggregation of Revenue [Line Items]
Total net sales	102,232	85,995	195,998	151,995
International
Disaggregation of Revenue [Line Items]
Total net sales	$ 6,577	$ 6,353	$ 12,849	$ 11,049

- Definition

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

+ References

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

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

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

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

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

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

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

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

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

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

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

+ Details

Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Net income attributable to Brilliant Earth Group, Inc., BASIC	$ 424	$ 780
Add: Net income impact from assumed redemption of all LLC Units to common stock	3,327	6,340
Less: Income tax expense on net income attributable to NCI	(850)	(1,603)
Net income attributable to Brilliant Earth Group, Inc., after adjustment for assumed conversion, DILUTED	$ 2,901	$ 5,517
Weighted average shares of common stock outstanding, BASIC (in shares)	10,810,627	10,412,922
Weighted average shares of common stock outstanding, DILUTED (in shares)	96,208,702	96,386,862
BASIC earnings per share (in dollars per share)	$ 0.04	$ 0.07
DILUTED earnings per share (in dollars per share)	$ 0.03	$ 0.06
Vested LLC Units that are exchangeable for common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive effects (in shares)	84,404,337	84,630,379
LLC Units and RSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive effects (in shares)	993,738	1,343,561
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded (in shares)	1,132,666	1,316,755
RSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded (in shares)	2,369,323	1,990,846

Inventories, Net - Schedule of Inventories, Net (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021	Jun. 30, 2021	Dec. 31, 2020
Inventory [Line Items]
Allowance for inventory obsolescence	$ (203)	$ (260)	$ (218)	$ (242)
Total inventories, net	35,344	24,743
Loose diamonds
Inventory [Line Items]
Inventory, gross	11,100	9,013
Fine jewelry and other
Inventory [Line Items]
Inventory, gross	$ 24,447	$ 15,990

Inventories, Net - Allowance for Inventory Obsolescence (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2022
Inventory Valuation Reserves [Roll Forward]
Balance at beginning of period		$ (260)
Change in allowance for inventory obsolescence	$ 24	57
Balance at end of period	$ (218)	$ (203)

Inventories, Net - Narratives (Details) - USD ($) $ in Millions	Jun. 30, 2022	Dec. 31, 2021
Inventory Disclosure [Abstract]
Consigned inventory	$ 21.3	$ 16.9

Accrued Expenses and Other Current Liabilities - Accrued Expenses And Other Current Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021	Jun. 30, 2021	Dec. 31, 2020
Payables and Accruals [Abstract]
Accrued vendor expenses	$ 10,625	$ 9,563
Inventory received not billed	10,180	4,648
Accrued payroll expenses	3,876	4,498
Sales and other tax payable accrual	3,055	4,229
Provision for sales returns and allowances	1,546	2,338	$ 1,329	$ 2,341
Other	6,173	3,480
Total accrued expenses and other current liabilities	$ 35,455	$ 28,756

Accrued Expenses and Other Current Liabilities - Accrued Expenses and Other Current Liabilities is a Provision For Sales Returns (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Contract with Customer, Refund Liability [Roll Forward]
Balance at beginning of period	$ 2,338	$ 2,341
Provision	10,817	10,547
Returns and allowances	(11,609)	(11,559)
Balance at end of period	$ 1,546	$ 1,329

Leases - Narrative (Details)	Jun. 30, 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

Leases - Total Operating Lease Right-of-Use Assets and Operating Lease Liabilities (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2022	Dec. 31, 2021
Assets
Operating ROU assets at cost	$ 22,889	$ 22,889
Accumulated amortization	(1,462)	(1,462)
Net book value	21,427	21,427	$ 0
Liabilities
Less: current portion	3,025	3,025	0
Operating Lease, Liability, Noncurrent	21,399	21,399	$ 0
Net present value of operating lease liabilities	24,424	24,424
Income and Expenses
Operating lease costs	$ 1,054	$ 1,978

Leases - Future Minimum Lease Payments Under Long-term Non-cancelable Operating Leases (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Leases [Abstract]
For the six months ending December 31, 2022	$ 1,743
2023	4,549
2024	4,392
2025	4,341
2026	3,989
2027	2,478
Thereafter	7,259
Total minimum lease payments	28,751
Less: imputed interest	(4,327)
Net present value of operating lease liabilities	24,424
Less: current portion	(3,025)	$ 0
Operating Lease, Liability, Noncurrent	$ 21,399	$ 0

Leases - Weighted Average Remaining Lease Term and Weighted Average Discount Rate (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jan. 01, 2022	Dec. 31, 2021
Leases [Abstract]
Weighted-average remaining lease term - operating leases	5 years 8 months 12 days
Weighted-average discount rate - operating leases	4.20%
Lessee, Lease, Description [Line Items]
Operating lease right of use assets	$ 21,427			$ 0
Net present value of operating lease liabilities	(24,424)
Supplemental cash flow information related to operating leases as of June 30, 2022 is as follows:
Operating cash flows from operating leases	2,253
Right-of-use assets and operating lease liabilities	$ 3,716	$ 0
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)

Long-Term Debt - Term Loan (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Outstanding principal	$ 65,000	$ 65,000
Debt issuance costs	(750)	(1,422)
Net carrying amount	64,250	63,578
Current portion	3,250	30,789
Long term outstanding principal	61,750	34,211
Long term net carrying amount	61,000	32,789
Secured Debt \| Term Loan Agreement
Debt Instrument [Line Items]
Outstanding principal	65,000	65,000
Debt issuance costs	(750)	(1,422)
Net carrying amount	$ 64,250	$ 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

Long-Term Debt - Narrative (Details) - USD ($)				3 Months Ended		6 Months Ended
Long-Term Debt - Narrative (Details) - USD ($)	May 24, 2022	Sep. 22, 2021	Sep. 30, 2019	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Debt Instrument [Line Items]
Debt issuance costs				$ 750,000		$ 750,000		$ 1,422,000
Amortization of debt issuance costs						452,000	$ 851,000
Debt Instrument, Final Prepayment Fee, Percent			4.50%
Debt Instrument, Final Prepayment Fee			$ 200,000
Early Repayment of Senior Debt						58,158,000	$ 0
Class P Warrants
Debt Instrument [Line Items]
Number of securities called by warrants (in shares)			333,333
Conversion of convertible securities (in shares)		534,589
Line of Credit \| Revolving Credit Facility
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 40,000,000
Term Loan Agreement \| Secured Debt
Debt Instrument [Line Items]
Debt issuance costs				$ 750,000		$ 750,000		$ 1,422,000
Runway Term Loan Agreement \| Secured Debt
Debt Instrument [Line Items]
Debt instrument, face amount			$ 65,000,000
Prepayment fee, percent	1.00%
Early Repayment of Senior Debt	$ 58,200,000
Runway Term Loan Agreement \| Secured Debt \| Maximum
Debt Instrument [Line Items]
Prepayment fee, percent			3.00%
Runway Term Loan Agreement \| Secured Debt \| Minimum
Debt Instrument [Line Items]
Prepayment fee, percent			0.00%
Runway Term Loan Agreement \| Secured Debt \| London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Basis spread on variable rate			7.75%
Variable rate floor			0.50%
SVB Credit Facilities \| Secured Debt
Debt Instrument [Line Items]
Interest rate during period				7.10%	0.12%	9.07%	12.02%
Interest expense, debt				$ 1,100,000	$ 1,500,000	$ 2,400,000	$ 3,000,000
Amortization of debt issuance costs					$ 400,000	$ 500,000	$ 900,000
Quarterly payment percent, period one	1.25%
Quarterly payment percent, period two	1.875%
Quarterly payment percent, period three	2.50%
Fixed Charge Coverage Ratio	125.00%
Consolidated Total Leverage Ratio	400.00%
Consolidated Borrower Leverage Ratio	300.00%
Temporary increase to the Consolidated Borrower Leverage Ratio	400.00%
SVB Credit Facilities \| Secured Debt \| Maximum
Debt Instrument [Line Items]
Commitment fee percentage	0.35%
SVB Credit Facilities \| Secured Debt \| Minimum
Debt Instrument [Line Items]
Commitment fee percentage	0.25%
SVB Credit Facilities \| Secured Debt \| Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate
Debt Instrument [Line Items]
Annual adjustment percent	0.125%
SVB Credit Facilities \| Secured Debt \| Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate \| Maximum
Debt Instrument [Line Items]
Basis spread on variable rate	2.75%
SVB Credit Facilities \| Secured Debt \| Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate \| Minimum
Debt Instrument [Line Items]
Basis spread on variable rate	2.25%
SVB Credit Facilities \| Secured Debt \| Alternative Base Rate
Debt Instrument [Line Items]
Variable rate floor	0.00%
SVB Credit Facilities \| Secured Debt \| Alternative Base Rate \| Maximum
Debt Instrument [Line Items]
Basis spread on variable rate	1.75%
SVB Credit Facilities \| Secured Debt \| Alternative Base Rate \| Minimum
Debt Instrument [Line Items]
Basis spread on variable rate	1.25%
SVB Credit Agreement \| Secured Debt
Debt Instrument [Line Items]
Debt instrument, face amount	$ 65,000,000

Long-Term Debt - Debt Maturity (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Outstanding principal	$ 65,000	$ 65,000
Secured Debt \| Term Loan Agreement
Debt Instrument [Line Items]
For the six months ending December 31, 2022	1,625
2023	3,250
2024	4,062
2025	5,688
2026	6,500
2027	43,875
Outstanding principal	$ 65,000	$ 65,000

Stockholders' and Members' Equity - Schedule of Capitalization (Details)	Jun. 30, 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)	84,477,569	85,163,263
Common LLC Units outstanding (in shares)	84,477,569	85,163,263
Conversion of LLC Units
Class of Stock [Line Items]
Common stock reserved for issuances (in shares)	84,477,569	85,163,263
Unvested LLC Units
Class of Stock [Line Items]
Common stock reserved for issuances (in shares)	1,017,937	1,901,977
Unvested RSUs
Class of Stock [Line Items]
Common stock reserved for issuances (in shares)	2,934,622	1,377,728
Stock options
Class of Stock [Line Items]
Common stock reserved for issuances (in shares)	1,120,928	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)	10,835,394	9,614,523
Common stock, shares outstanding (in shares)	10,835,394	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)	35,357,593	35,658,013
Common stock, shares outstanding (in shares)	35,357,593	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

Stockholders' and Members' Equity - Narrative (Details) $ in Thousands			3 Months Ended		6 Months Ended
	Jun. 30, 2022 shares	Sep. 27, 2021 shares	Jun. 30, 2022 USD ($) shares	Jun. 30, 2021 USD ($)	Jun. 30, 2022 USD ($) shares	Jun. 30, 2021 USD ($)	Dec. 31, 2021 shares	Sep. 23, 2021
Class of Stock [Line Items]
Preferred stock, shares issued (in shares)	0		0		0		0
Conversion ratio								1.8588
Stock options exercised (in shares)			0
Tax distributions to members \| $			$ 8,100	$ 18,500	$ 14,974	$ 18,601
Class B
Class of Stock [Line Items]
Stock issued during period, shares, new issues (in shares)			140,897		478,220
Unvested RSUs
Class of Stock [Line Items]
Stock issued during period, shares, new issues (in shares)			16,938		56,957
LLC Units Converted Into Class A And Class D Common Stock
Class of Stock [Line Items]
Conversion ratio	1	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)			778,640
Class C Common Stock Converted to Class A Common Stock
Class of Stock [Line Items]
Conversion of stock, shares converted (in shares)			0		385,274
Brilliant Earth, LLC
Class of Stock [Line Items]
Economic interest percent	11.40%	10.10%
Noncontrolling interest, ownership percentage	88.60%		88.60%		88.60%
Class A
Class of Stock [Line Items]
Ratio of common Stock held to number of LLC interests held	1		1		1
Common stock, shares issued (in shares)	10,835,394		10,835,394		10,835,394		9,614,523
Common stock, shares outstanding (in shares)	10,835,394		10,835,394		10,835,394		9,614,523
Class A \| IPO Investors
Class of Stock [Line Items]
Common stock, shares issued (in shares)	10,835,394		10,835,394		10,835,394
Common Class B And Class C
Class of Stock [Line Items]
Ratio of common Stock held to number of LLC interests held	1		1		1
Common stock, shares issued (in shares)	84,477,569		84,477,569		84,477,569
Class B
Class of Stock [Line Items]
Common stock, shares issued (in shares)	35,357,593		35,357,593		35,357,593		35,658,013
Common stock, shares outstanding (in shares)	35,357,593		35,357,593		35,357,593		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)	35,357,593		35,357,593		35,357,593
Class C
Class of Stock [Line Items]
Common stock, shares issued (in shares)	49,119,976		49,119,976		49,119,976		49,505,250
Common stock, shares outstanding (in shares)	49,119,976		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		49,119,976
Class D
Class of Stock [Line Items]
Common stock, shares issued (in shares)	0		0		0		0
Common stock, shares outstanding (in shares)	0		0		0		0

Equity-Based Compensation - Narrative (Details) $ / shares in Units, $ in Millions			3 Months Ended		6 Months Ended
	Sep. 23, 2021 shares	Sep. 22, 2021 $ / shares shares	Jun. 30, 2022 USD ($) $ / shares shares	Jun. 30, 2021 USD ($) $ / shares shares	Jun. 30, 2022 USD ($) $ / shares shares	Jun. 30, 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)			539,094		539,094
Option, cost not yet recognized \| $			$ 2.5		$ 2.5
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		1,017,937	2,457,133	1,017,937	2,457,133	1,901,977	1,485,946
Grants in period (in shares)						1,432,611
Fair value per unit (in dollars per share) \| $ / shares			$ 0.67	$ 0.42	$ 0.67	$ 0.42	$ 0.52	$ 0.29
Share-based compensation expense \| $			$ 0.1	$ 0.1	$ 0.1	$ 0.2
Unamortized compensation cost \| $			$ 0.6		$ 0.6
Cost not yet recognized, period for recognition					2 years 6 months
Unvested RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock reserved for issuances (in shares)			2,934,622		2,934,622		1,377,728
Unvested units (in shares)			2,934,622		2,934,622		1,377,728
Grants in period (in shares)					1,832,197
Fair value per unit (in dollars per share) \| $ / shares			$ 10.52		$ 10.52		$ 13.15
Share-based compensation expense \| $			$ 1.8		$ 3.2
Unamortized compensation cost \| $			$ 27.4		$ 27.4
Cost not yet recognized, period for recognition					3 years 5 months 1 day
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)			1,120,928		1,120,928		1,449,181
Award vesting period		4 years
Share-based compensation expense \| $			$ 0.3		$ 0.9
Cost not yet recognized, period for recognition					2 years 7 months 6 days
Expiration period		10 years
Weighted average remaining contractual term					9 years 2 months 12 days
2021 Incentive Award Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock reserved for issuances (in shares)	10,923,912
Increase in number of shares available for grant, percentage of shares outstanding	5.00%
Maximum shares issued upon exercise (in shares)		81,929,342
Number of shares available for grant (in shares)			7,287,380		7,287,380
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
2021 Employee Stock Purchase Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock reserved for issuances (in shares)			1,638,586		1,638,586
Increase in number of shares available for grant, percentage of shares outstanding					1.00%
Maximum shares issued upon exercise (in shares)			15,839,672		15,839,672

Equity-Based Compensation - RSU Activity (Details) - Unvested RSUs	6 Months Ended
	Jun. 30, 2022 $ / shares shares
Number of Restricted Stock Units
Unvested, beginning balance (in shares) \| shares	1,377,728
Grants in period (in shares) \| shares	1,832,197
Vested (in shares) \| shares	(56,957)
Forfeited (in shares) \| shares	(218,346)
Unvested, ending balance (in shares) \| shares	2,934,622
Weighted average grant date fair value
Unvested beginning balance (in dollars per share) \| $ / shares	$ 13.15
Granted (in dollars per share) \| $ / shares	8.84
Vested (in dollars per share) \| $ / shares	12.13
Forfeited (in dollars per share) \| $ / shares	12.62
Unvested ending balance (in dollars per share) \| $ / shares	$ 10.52

Equity-Based Compensation - Stock Option Activity (Details)	6 Months Ended
	Jun. 30, 2022 $ / shares shares
Number of options
Outstanding as of December 31, 2021 (in shares) \| shares	1,612,133
Forfeited (in shares) \| shares	(491,205)
Outstanding as of March 31, 2022 (in shares) \| shares	1,120,928
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	$ 4.28
Options, Vested and Expected to Vest
Options exercisable (in shares) \| shares	539,094
Options unvested (in shares) \| shares	581,834
Options, vested and expected to vest (in shares) \| shares	1,120,928
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

Equity-Based Compensation - Valuation Assumptions (Details) - Stock options	6 Months Ended
	Jun. 30, 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

Equity-Based Compensation - LLC Unit Activity (Details) - LLC Units - $ / shares	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Number of LLC Units
Unvested, beginning balance (in shares)	1,901,977	1,485,946
Grants in period (in shares)		1,432,611
Vested (in shares)	(394,260)	(443,691)
Forfeited (in shares)	(489,780)	(17,733)
Unvested, ending balance (in shares)	1,017,937	2,457,133
Weighted average grant date fair value
Unvested beginning balance (in dollars per share)	$ 0.52	$ 0.29
Granted (in dollars per share)		0.53
Vested (in dollars per share)	0.50	0.36
Forfeited (in dollars per share)	0.21	0.30
Unvested ending balance (in dollars per share)	$ 0.67	$ 0.42

Income Taxes and Tax Receivable Agreement - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Sep. 27, 2021	Sep. 23, 2021
Income Tax Contingency [Line Items]
Effective income tax rate	2.90%
Deferred tax assets related to tax receivable agreement	$ 3,900		$ 3,900				$ 4,400
Income tax expense	$ 113	$ 0	$ 209	$ 0
Tax benefit distributions to noncontrolling interest holders, percent	85.00%		85.00%			85.00%	85.00%
Payable pursuant to the Tax Receivable Agreement	$ 7,100		$ 7,100
Payable pursuant to the Tax Receivable Agreement noncurrent	6,541		6,541		$ 3,775
Payable pursuant to the Tax Receivable Agreement, current	600		600
Tax receivable agreement liability expected to be paid in the next 12 months	$ 600		$ 600
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

Commitments and Contingencies - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Long-term Purchase Commitment [Line Items]
Purchase obligation, total	$ 5.8		$ 5.8
Letter of credit	0.2		0.2
Defined contribution plan, cost	0.1	$ 0.1	$ 0.3	$ 0.4
Capital Addition Purchase Commitments
Long-term Purchase Commitment [Line Items]
Capital commitment	$ 3.5

Subsequent Events (Details) - Subsequent Event $ in Millions	Aug. 11, 2022 USD ($) lease
Subsequent Event [Line Items]
Number of leases \| lease	7
Amount of operating leases not yet commenced \| $	$ 10.4