0001866757-23-000097 | 10-Q | XBRL Viewer | Brilliant Earth Group INC

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Cover - shares	3 Months Ended
Cover - shares	Mar. 31, 2023	May 05, 2023
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2023
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	true
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	2023
Document Fiscal Period Focus	Q1
Amendment Flag	false
Common Class A
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		11,623,121
Common Class B
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		35,512,963
Common Class C
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		49,119,976

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 145,972	$ 154,649
Restricted cash	205	205
Inventories, net	37,864	39,331
Prepaid expenses and other current assets	11,541	11,764
Total current assets	195,582	205,949
Property and equipment, net	20,252	16,554
Deferred tax assets	9,336	8,948
Operating lease right of use assets	33,707	27,812
Other assets	3,423	3,311
Total assets	262,300	262,574
Current liabilities:
Accounts payable	8,099	11,032
Accrued expenses and other current liabilities	30,053	37,833
Current portion of deferred revenue	21,854	18,505
Current portion of operating lease liabilities	5,315	3,873
Current portion of long-term debt	3,250	3,250
Total current liabilities	68,571	74,493
Long-term debt, net of debt issuance costs	58,693	59,462
Operating lease liabilities	33,750	28,537
Payable pursuant to the Tax Receivable Agreement	7,834	6,893
Other long-term liabilities	26	48
Total liabilities	168,874	169,433
Commitments and contingencies (Note 10)
Equity
Preferred stock, $0.0001 par value per share, 10,000,000 shares authorized, none issued and outstanding at March 31, 2022 and December 31, 2021, respectively	0	0
Additional paid-in capital	7,615	7,256
Retained earnings	3,611	3,663
Equity attributable to Brilliant Earth Group, Inc.	11,236	10,929
NCI attributable to Brilliant Earth, LLC	82,190	82,212
Total equity	93,426	93,141
Total liabilities and equity	262,300	262,574
Common Class A
Equity
Common stock, value, issued	1	1
Common Class B
Equity
Common stock, value, issued	4	4
Common Class C
Equity
Common stock, value, issued	5	5
Common Class D
Equity
Common stock, value, issued	$ 0	$ 0

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2023	Dec. 31, 2022
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
Common 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)	11,571,521	11,246,694
Common stock, shares outstanding (in shares)	11,571,521	11,246,694
Common 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)	35,526,085	35,482,534
Common stock, shares outstanding (in shares)	35,526,085	35,482,534
Common 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	49,119,976
Common stock, shares outstanding (in shares)	49,119,976	49,119,976
Common 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

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Income Statement [Abstract]
Net sales	$ 97,698	$ 100,038
Cost of sales	44,022	49,922
Gross profit	53,676	50,116
Operating expenses:
Selling, general and administrative	53,766	44,816
(Loss) income from operations	(90)	5,300
Interest expense	(1,206)	(1,776)
Other income (expense), net	843	(59)
(Loss) income before tax	(453)	3,465
Income tax benefit (expense)	13	(96)
Net (loss) income	(440)	3,369
Net (loss) income allocable to non-controlling interest	(388)	3,013
Net (loss) income allocable to Brilliant Earth Group, Inc.	$ (52)	$ 356
Earnings per share:
Basic (in dollars per share)	$ (0.00)	$ 0.04
Diluted (in dollars per share)	$ (0.00)	$ 0.03
Weighted average shares of common stock outstanding:
Basic (in shares)	11,387,936	10,010,798
Diluted (in shares)	11,387,936	96,526,843

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) $ in Thousands	Total	Additional Paid-In Capital	Retained Earnings	Stockholders' Equity	Non-Controlling Interest	Common Class A	Common Class A Common Stock	Common Class B	Common Class B Common Stock	Common Class C	Common Class C Common Stock
Stockholders' equity, beginning balance (in shares) at Dec. 31, 2021							9,614,523		35,658,013		49,505,250
Stockholders' equity, beginning balance at Dec. 31, 2021	$ 82,838	$ 6,865	$ 1,528	$ 8,403			$ 1		$ 4		$ 5
Units, beginning balance (in shares) at Dec. 31, 2021					85,163,263
Units, beginning balance at Dec. 31, 2021					$ 74,435
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Tax distributions to members	(6,874)				$ (6,874)
Conversion of convertible securities (in shares)					(1,053,914)		1,053,914		(668,640)		(385,274)
RSU vesting during period (in shares)							40,019
Class B shares issued upon vesting of LLC units (in shares)					337,323				337,323
Change in deferred tax asset from step-up tax basis related to redemption of LLC Units and change in TRA liability	605	605		605
Equity-based compensation	2,104	2,028		2,028	$ 76
Net (loss) income	3,369		356	356	3,013
Rebalancing of controlling and non-controlling interest		(2,159)		(2,159)	$ 2,159
Stockholders' equity, ending balance (in shares) at Mar. 31, 2022							10,708,456		35,326,696		49,119,976
Stockholders' equity, ending balance at Mar. 31, 2022	82,042	7,339	1,884	9,233			$ 1		$ 4		$ 5
Units, ending balance (in shares) at Mar. 31, 2022					84,446,672
Units, ending balance at Mar. 31, 2022					$ 72,809
Stockholders' equity, beginning balance (in shares) at Dec. 31, 2022						11,246,694	11,246,694	35,482,534	35,482,534	49,119,976	49,119,976
Stockholders' equity, beginning balance at Dec. 31, 2022	93,141	7,256	3,663	10,929			$ 1		$ 4		$ 5
Units, beginning balance (in shares) at Dec. 31, 2022					84,602,510
Units, beginning balance at Dec. 31, 2022					$ 82,212
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Tax distributions to members	(1,468)				$ (1,468)
Conversion of convertible securities (in shares)					(71,886)		71,886		(71,886)		0
RSU vesting during period (in shares)							252,941
Class B shares issued upon vesting of LLC units (in shares)					115,437				115,437
Change in deferred tax asset from step-up tax basis related to redemption of LLC Units and change in TRA liability	(65)	(65)		(65)
Equity-based compensation	2,258	2,204		2,204	$ 54
Net (loss) income	(440)		(52)	(52)	(388)
Rebalancing of controlling and non-controlling interest		(1,780)		(1,780)	$ 1,780
Stockholders' equity, ending balance (in shares) at Mar. 31, 2023						11,571,521	11,571,521	35,526,085	35,526,085	49,119,976	49,119,976
Stockholders' equity, ending balance at Mar. 31, 2023	$ 93,426	$ 7,615	$ 3,611	$ 11,236			$ 1		$ 4		$ 5
Units, ending balance (in shares) at Mar. 31, 2023					84,646,061
Units, ending balance at Mar. 31, 2023					$ 82,190

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Operating activities
Net (loss) income	$ (440)	$ 3,369
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	951	349
Equity-based compensation	2,258	2,104
Non-cash operating lease cost	1,085	683
Amortization of debt issuance costs	67	423
Deferred tax benefit	(14)	0
Other	74	(14)
Changes in assets and liabilities:
Inventories	1,403	(3,633)
Prepaid expenses and other current assets	778	(746)
Other assets	(135)	(342)
Accounts payable, accrued expenses and other current liabilities	(10,456)	(6,485)
Deferred revenue	3,327	4,706
Operating lease liabilities	(880)	(232)
Net cash (used in) provided by operating activities	(1,982)	182
Investing activities
Purchases of property and equipment	(4,414)	(1,283)
Net cash used in investing activities	(4,414)	(1,283)
Financing activities
Tax distributions to members	(1,468)	(6,874)
Payments on SVB term loan	(813)	0
Net cash used in financing activities	(2,281)	(6,874)
Net decrease in cash, cash equivalents and restricted cash	(8,677)	(7,975)
Cash, cash equivalents and restricted cash at beginning of period	154,854	173,070
Cash, cash equivalents and restricted cash at end of period	146,177	165,095
Reconciliation of cash and cash equivalents and restricted cash
Cash and cash equivalents	145,972	164,890
Restricted cash	205	205
Total cash and cash equivalents, and restricted cash	146,177	165,095
Non-cash investing and financing activities
Right-of-use assets obtained in exchange for new operating lease liabilities	7,535	1,577
TRA Obligation associated with redemption of LLC Units	439	2,829
Deferred tax assets associated with redemption of LLC Units	374	3,433
Purchases of property and equipment included in accounts payable and accrued liabilities	245	1,068
Change in APIC related to redemption of LLC Units	$ 65	$ 605

Description of Business and Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2023
Accounting Policies [Abstract]
Description of Business and Summary of Significant Accounting Policies	DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 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 28 showrooms operating within the United States ("U.S.") as of March 31, 2023. Co-headquarters are located in San Francisco, California and Denver, Colorado. Basis of Presentation The 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, 2023, or for any other interim period or for any other future year. The condensed consolidated balance sheet as of December 31, 2022 has been derived from the audited consolidated financial statements of the Company, which are included in the Company's Annual Report on Form 10-K for the year ended December 31, 2022 (the "2022 Form 10-K"). 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. 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, 2022, as disclosed in the 2022 Form 10-K. There have been no material changes or updates to the Company's significant accounting policies from those described in the audited consolidated financial statements included in the 2022 Form 10-K except for the updates noted below. 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 statements 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 represents the portion of net assets of the Company attributable to the Continuing Equity Owners, based on the portion of the LLC Interests owned by such unit holders. As of March 31, 2023, the non-controlling interest was 88.0%. 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 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, and fair value of equity-based compensation. Actual results could differ materially from those estimates. On an ongoing basis, the Company reviews its estimates to ensure that they appropriately reflect changes in its business or new information available. Fair Value Measurements Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. U.S. GAAP prescribes three levels of inputs that may be used to measure fair value: Level 1 Valuation based on quoted prices (unadjusted) observed in active markets for identical assets or liabilities. Level 2 Valuation techniques based on inputs that are quoted prices of similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not in active markets; inputs other than quoted prices used in a valuation model that are observable for that instrument; and inputs that are derived from, or corroborated by, observable market data by correlation or other means. Level 3 Valuation techniques with significant unobservable market inputs. The Company is required to disclose its estimate of the fair value of material financial instruments, including those recorded as assets or liabilities in its financial statements, in accordance with U.S. GAAP. At March 31, 2023 and December 31, 2022, there were no financial instruments (assets or liabilities) measured at fair value on a recurring basis. 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 and were classified as Level 2. Recent Accounting Pronouncements Recently adopted accounting pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments (Topic 326). Topic 326 changes the impairment model for most financial assets. The new model uses a forward-looking expected loss method, which will generally result in earlier recognition of allowances for losses. The Company adopted this guidance using the modified retrospective method beginning with its first quarter ended March 31, 2023. The adoption of this guidance did not have a material impact on the Company's unaudited 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

3 Months Ended

Mar. 31, 2023

Earnings Per Share [Abstract]

Earnings Per Share

EARNINGS PER SHAREBasic earnings per share is computed by dividing net income (loss) 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 (loss) 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.

Basic and diluted earnings per share of common stock have been computed as follows (in thousands, except share and per share amounts):


	Three months ended March 31,
	2023		2022
Numerator:
Net (loss) income attributable to Brilliant Earth Group, Inc., BASIC	$	(52)	$	356
Add: Net (loss) income impact from assumed redemption of all LLC Units to common stock	(388)		3,013
Add (less): Income tax benefit (expense) on net (loss) income attributable to NCI	100		(753)
Net (loss) income attributable to Brilliant Earth Group, Inc., after adjustment for assumed conversion, DILUTED	$	(340)	$	2,616

Denominator:
Weighted average shares of common stock outstanding, BASIC	11,387,936		10,010,798
Dilutive effects of:
Vested LLC Units that are exchangeable for common stock	—		84,858,932
Unvested LLC Units that are exchangeable for common stock	—		1,623,238
RSUs and stock options	—		33,875
Weighted average shares of common stock outstanding, DILUTED	11,387,936		96,526,843

BASIC earnings per share	$	0.00	$	0.04
DILUTED earnings per share	$	0.00	$	0.03

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

For the three months ended March 31, 2023 and 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, except when the effect would be anti-dilutive. The dilutive impact of unvested LLC Units, RSUs, and stock options were included using the treasury stock method.

The following table presents potentially dilutive securities excluded from the computations of diluted earnings per share of common stock due to the fact such impact would have been anti-dilutive for the three months ended March 31, 2023 and 2022:


	Three months ended March 31,
	2023	2022
Vested LLC Units	84,617,787	—
Unvested LLC Units	575,208	—
RSUs	3,326,439	1,529,164
Stock options	832,152	1,502,889

Revenue

3 Months Ended

Mar. 31, 2023

Revenue from Contract with Customer [Abstract]

Revenue

REVENUE

Disaggregation of Revenue

The following table discloses total net sales by geography for the three months ended March 31, 2023 and 2022 (in thousands):


	Three months ended March 31,
			2023		2022
United States	$	92,615	$	93,766
International	5,083		6,272
Total net sales	$	97,698	$	100,038

Deferred Revenue

Transactions where payment has been received from customers, but control has not transferred, are recorded as customer deposits in deferred revenue and revenue recognition is deferred until delivery has occurred. Deferred revenue also includes payments on the Company's three-year extended service plan that customers have elected to purchase.

As of March 31, 2023 and December 31, 2022, total deferred revenue was $21.9 million and $18.6 million, respectively, of which less than $0.1 million and less than $0.1 million, respectively, were included within other long-term liabilities in the unaudited condensed consolidated balance sheets. The Company recognized revenue that was deferred as of the last day of the respective prior quarter of $17.4 million and $17.6 million during the three months ended March 31, 2023 and 2022.

Sales Returns and Allowances

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

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

As of March 31, 2023 and December 31, 2022, 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 March 31, 2023 and December 31, 2022, returns asset balances were $0.6 million and $0.9 million, respectively, and are included within prepaid expenses and other current assets in the unaudited condensed consolidated balance sheets.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI https://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
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-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

+ Details

Inventories, Net

3 Months Ended

Mar. 31, 2023

Inventory Disclosure [Abstract]

Inventories, Net

INVENTORIES, NET

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


	March 31,		December 31,
	2023		2022
Loose diamonds	$	11,411	$	11,894
Fine jewelry and other	26,824		27,744
Allowance for inventory obsolescence	(371)		(307)
Total inventories, net	$	37,864	$	39,331

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


	March 31,		March 31,
	2023		2022
Balance at beginning of period	$	(307)	$	(260)
Change in allowance for inventory obsolescence	(64)		16
Balance at end of period	$	(371)	$	(244)

As of March 31, 2023 and December 31, 2022, the Company had $25.6 million and $27.6 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

3 Months Ended

Mar. 31, 2023

Payables and Accruals [Abstract]

Accrued Expenses and Other Current Liabilities

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

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


	March 31,		December 31,
	2023		2022
Vendor expenses	$	12,636	$	14,769
Inventory received not billed	7,817		7,973
Payroll expenses	2,076		5,301
Sales and other tax payable	2,532		4,137
Provision for sales returns and allowances	1,520		2,332
Current portion of TRA	—		502
Other	3,472		2,819
Total accrued expenses and other current liabilities	$	30,053	$	37,833

Included in accrued expenses and other current liabilities is a provision for sales returns and allowances. Returns are estimated based on past experience and current expectations and are recorded as an adjustment to revenue. Activity for the three months ended March 31, 2023 and 2022 was as follows (in thousands):


	March 31,		March 31,
	2023		2022
Balance at beginning of period	$	2,332	$	2,338
Provision	5,110		5,277
Returns and allowances	(5,922)		(6,032)
Balance at end of period	$	1,520	$	1,583

Leases

3 Months Ended

Mar. 31, 2023

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. Certain lease agreements include options to renew or terminate the lease, which are not reasonably certain to be exercised and therefore are not factored into the determination of lease payments. 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.

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


Assets	Classification	As of March 31, 2023		As of March 31, 2022
Operating ROU assets at cost	Operating lease right of use assets	$	38,021	$	20,750
Accumulated amortization	Operating lease right of use assets	(4,314)		(683)
Net book value		$	33,707	$	20,067

Liabilities	Classification	As of March 31, 2023		As of March 31, 2022
Current:
Operating leases	Current portion of operating lease liabilities	$	5,315	$	2,779
Noncurrent:
Operating leases	Operating lease liabilities	33,750		19,882
Total lease liabilities		$	39,065	$	22,661

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


	Classification	For the three months ended March 31, 2023		For the three months ended March 31, 2022
Operating lease costs	Selling, general and administrative expense	$	1,553	$	924
Variable lease costs	Selling, general and administrative expense	265		184
Total lease costs		$	1,818	$	1,108

The maturity analysis of the operating lease liabilities as of March 31, 2023 was as follows (in thousands):


	Amount
For the nine months ending December 31, 2023	$	4,331
Years ending December 31,
2024	6,927
2025	6,947
2026	6,671
2027	5,251
2028	4,208
Thereafter	12,125
Total minimum lease payments(1)	46,460
Less: imputed interest	(7,395)
Net present value of operating lease liabilities	39,065
Less: current portion	(5,315)
Long-term portion	$	33,750

(1) Future minimum lease payments exclude $7.1 million of future payments required under signed lease agreements that have not yet commenced. These operating leases will commence after March 31, 2023 with lease terms of ten years.

The table summarizes the weighted-average remaining lease term and weighted-average discount rate on long-term leases as follows (in thousands):


	March 31, 2023			March 31, 2022
Weighted-average remaining lease term - operating leases	7.5 years			5.8 years
Weighted-average discount rate - operating leases	4.5		%	4.2		%

Supplemental cash flow information related to operating leases is as follows:
Cash paid for amounts included in the measurement of lease liabilities	$	880		$	232
ROU assets obtained in exchange for new operating lease liabilities	$	7,535		$	1,577

DEBT

3 Months Ended

Mar. 31, 2023

Debt Disclosure [Abstract]

Debt

DEBTThe following table summarizes the net carrying amount of the Term Loans as of March 31, 2023 and December 31, 2022, net of debt issuance costs (in thousands):


	March 31, 2023						December 31, 2022
	Outstanding principal		Debt issuance costs		Net carrying amount		Outstanding principal		Debt issuance costs		Net carrying amount
Term Loans	$	62,563	$	(620)	$	61,943	$	63,375	$	(663)	$	62,712
Total debt	$	62,563	$	(620)	$	61,943	$	63,375	$	(663)	$	62,712


Current portion	$	3,250	$	—	$	3,250	$	3,250	$	—	$	3,250
Long term	59,313		(620)		58,693		60,125		(663)		59,462
Total debt	$	62,563	$	(620)	$	61,943	$	63,375	$	(663)	$	62,712

Runway Term Loan Agreement - Runway Growth Credit Finance Corp.

On September 30, 2019, the Company 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 fair value of the warrant was $0.1 million at the time of issuance which was accounted for as a debt origination cost (contra-liability).

The 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 have fully amortized the principal amount of the Runway Term Loan by October 15, 2023, plus interest being paid by the Company to Runway in consecutive monthly installments until October 15, 2023. The Runway 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, 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 1.00% prepayment fee, plus a final payment fee. The Runway Term Loan was scheduled to mature on October 15, 2023. As a result of the extinguishment of the Runway Term Loan, the Company recognized a loss on debt extinguishment of $0.6 million associated with the prepayment fee and the write-off of unamortized debt issuance costs.

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 SVB 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 (defined below), 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 ended 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 to 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 March 31, 2023 the Company was in compliance with such covenants.

At March 31, 2023, deferred issuance costs included in other assets totaled $0.4 million, net of accumulated amortization of $0.1 million. At March 31, 2023, deferred issuance costs included in long-

term debt totaled $0.6 million, net of accumulated amortization of $0.2 million. These costs are being amortized to interest expense over the term of the loan.

The Company's debt effective interest rate was 7.72% and 11.08% for the three months ended March 31, 2023 and 2022, respectively. Interest expense was $1.1 million and $1.4 million and the amortization of deferred issuance costs was $0.1 million and $0.4 million for the three months ended March 31, 2023 and 2022, respectively.

As of March 31, 2023, there are no amounts outstanding under the SVB Revolving Credit Facility.

On March 10, 2023, SVB was closed by the California Department of Financial Protection and Innovation, and the Federal Deposit Insurance Corporation ("FDIC") was appointed as receiver. On March 14, 2023, the FDIC announced the establishment of Silicon Valley Bridge Bank, N.A., which assumed the deposits and obligations of SVB. On March 26, 2023, the FDIC announced that it had entered into a purchase and assumption agreement with First-Citizens Bank & Trust Company, Raleigh, North Carolina ("First Citizens") under which all deposits and loans of SVB were assumed by First Citizens. Based on this announcement, we expect that First Citizens will continue to service the SVB Credit Facilities going forward.

As of March 31, 2023, the aggregate future principal payments under the SVB Term Loan Facility were as follows (in thousands):


	Principal
Remainder of 2023	$	2,438
2024	4,062
2025	5,688
2026	6,500
2027	43,875
Total aggregate future principal payments	$	62,563

Equity-Based Compensation

3 Months Ended

Mar. 31, 2023

Share-Based Payment Arrangement [Abstract]

Equity-Based Compensation

EQUITY-BASED COMPENSATION

Grants of Restricted Stock Units

The following table summarizes the activity related to the Company's restricted stock units ("RSUs") for the three months ended March 31, 2023:


	Number of RSUs	Weighted average grant date fair value
Balance as of December 31, 2022, unvested	3,158,686	$	9.01
Granted	1,403,934	$	4.99
Vested	(252,941)	$	10.56
Forfeited	(270,729)	$	8.42
Balance as of March 31, 2023, unvested	4,038,950	$	7.56

Total compensation expense for RSUs was approximately $2.0 million and $1.4 million for the three months ended March 31, 2023 and 2022, respectively, and is included in selling, general and administrative expenses in the unaudited condensed consolidated statements of operations.

As of March 31, 2023, total compensation cost related to unvested RSUs not yet recognized is $27.5 million and is expected to be recognized over a weighted-average period of approximately 3.1 years.

Grants of Stock Options

The following table summarizes the activity related to the outstanding and exercisable stock options for the three months ended March 31, 2023:


	Number of options	Weighted average exercise price		Weighted average grant date fair value		Weighted average remaining contractual term (years)
Outstanding as of December 31, 2022	857,615	$	12.00	$	4.27	8.7
Forfeited	(56,250)	$	12.00	$	4.29	—
Outstanding as of March 31, 2023	801,365	$	12.00	$	4.27	8.5

Exercisable as of March 31, 2023	469,372	$	12.00	$	4.26	8.5
Unvested as of March 31, 2023	331,993	$	12.00	$	4.29	8.5
Vested and expected to vest as of March 31, 2023	801,365	$	12.00	$	4.27	8.5

As of March 31, 2023, 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.

Total compensation expense for stock options was approximately $0.2 million and $0.6 million for the three months ended March 31, 2023 and 2022, respectively, and is included in selling, general and administrative expenses in the unaudited condensed consolidated statements of operations.

As of March 31, 2023, total compensation cost related to unvested options not yet recognized is $1.4 million and is expected to recognize over a weighted-average period of approximately 1.9 years.

Outstanding Restricted LLC Units

The following table summarizes the activity related to the unvested restricted LLC Units for the three months ended March 31, 2023:


	Number of restricted LLC Units	Weighted average grant date fair value
Balance, December 31, 2022, unvested	615,000	$	0.61
Vested	(115,437)	$	0.47
Forfeited	—	$	—
Balance, March 31, 2023, unvested	499,563	$	0.64

Total compensation expense for unvested restricted LLC Units was $0.1 million and $0.1 million for the three months ended March 31, 2023 and 2022, respectively, and is included in selling, general and administrative expenses in the unaudited condensed consolidated statements of operations

As of March 31, 2023, total compensation cost related to unvested restricted LLC Units not yet recognized is $0.3 million and is expected to be recognized over a weighted-average period of approximately 1.8 years.

Income Taxes and Tax Receivable Agreement	3 Months Ended
Income Taxes and Tax Receivable Agreement	Mar. 31, 2023
Income Tax Disclosure [Abstract]
Income Taxes and Tax Receivable Agreement	INCOME TAXES AND TAX RECEIVABLE AGREEMENT Overview of Income Taxes Brilliant Earth Group, Inc. is taxed as a subchapter C corporation and is subject to federal and state income taxes. Brilliant Earth Group, Inc.'s sole material asset is its ownership interest in Brilliant Earth, LLC, which is a limited liability company that is taxed as a partnership for U.S. federal and certain state and local income tax purposes. Brilliant Earth, LLC's net taxable income or loss and related tax credits, if any, are passed through to its members on a pro-rata basis and included in the member's tax returns. The income tax burden on the earnings taxed to the non-controlling interest holders is not reported by the Company in its 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 3.0% for the three months ended March 31, 2023, differs from the U.S. federal statutory tax rate of 21% primarily due to income associated with the non-controlling interest and state tax expense. The Company recorded net decreases in deferred tax assets of $0.4 million during the three months ended March 31, 2023 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 benefit was less than $0.1 million for the three months ended March 31, 2023, and income tax provision was $0.1 million for the three months ended March 31, 2022, respectively. Tax receivable agreement As each of the Continuing Equity Owners elect to convert their LLC Interests into Class A common stock or Class D common stock, as applicable, Brilliant Earth Group, Inc. will succeed to their aggregate historical tax basis which will create a net tax benefit to the Company. These tax benefits are expected to be amortized over 15 years pursuant to Sections 743(b) and 197 of the Code. The Company will only recognize a deferred tax asset for financial reporting purposes when it is "more-likely-than-not" that the tax benefit will be realized. In addition, as part of the IPO, the Company entered into a TRA with the Continuing Equity Owners to pay 85% of the tax savings from the tax basis adjustment to them as such savings are realized. Amounts payable under the TRA are contingent upon, among other things, generation of sufficient future taxable income during the term of the TRA. The amounts to be recorded for both the deferred tax assets and the liability for our obligations under the TRA will be estimated at the time of any purchase or redemption as a reduction to shareholders' equity, and the effects of changes in any of our estimates after this date will be included in net income. Similarly, the effect of subsequent changes in the enacted tax rates will be included in net income. As of March 31, 2023, related to the TRA, the Company has recorded (i) a deferred tax asset in the amount of $8.8 million, (ii) a corresponding estimated liability with a balance of $7.8 million representing 85% of the projected tax benefits to the TRA Owners; and (iii) $1.0 million of additional paid-in capital.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI https://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 https://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 https://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 https://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 https://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 https://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 https://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 https://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 https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Commitments and Contingencies	3 Months Ended
Commitments and Contingencies	Mar. 31, 2023
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 February 17, 2023, Plaintiff Tanisha Roberson filed a complaint against the Company in the United States District Court for Northern District of Illinois. The complaint alleged, on behalf of a putative class, that the Company's "Virtual Try On" feature violated the Illinois Biometric Information Privacy Act. The plaintiff sought statutory damages, injunctive relief, attorneys' fees and costs, and other unspecified damages. On April 21, 2023, following the plaintiff's filing of a voluntary motion for dismissal, the court dismissed the case. On December 5, 2022, plaintiff Veronica Cusimano, a former employee of the Company, filed a representative action against the Company pursuant to the Private Attorneys General Act of 2004 in California Superior Court, Los Angeles County. The complaint alleges, on behalf of the plaintiff and similarly situated employees and former employees in California, various claims under the California Labor Code related to wages, overtime, meal and rest breaks, reimbursement of business expenses, wage statements and records, and other similar allegations. The plaintiff seeks civil penalties, attorneys' fees and costs in unspecified amounts, and other unspecified damages. On February 10, 2023, the Company filed a petition to compel arbitration on the basis of an agreement between the plaintiff and the Company to arbitrate any claims between them. On April 28, 2023, the petition was denied. The Company intends to vigorously defend the alleged individual and representative claims, and, on May 9, 2023, the Company appealed the Superior Court's denial of its petition to compel arbitration to the California Court of Appeal, Second Appellate District. At this time, any liability related to the alleged claims is not currently probable or reasonably estimable.

Description of Business and Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2023
Accounting Policies [Abstract]
Basis of Presentation	The 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, 2023, or for any other interim period or for any other future year.The condensed consolidated balance sheet as of December 31, 2022 has been derived from the audited consolidated financial statements of the Company, which are included in the Company's Annual Report on Form 10-K for the year ended December 31, 2022 (the "2022 Form 10-K"). 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. 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, 2022, as disclosed in the 2022 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 statements 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 represents the portion of net assets of the Company attributable to the Continuing Equity Owners, based on the portion of the LLC Interests owned by such unit holders.
Use of Estimates	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 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, and fair value of equity-based compensation. Actual results could differ materially from those estimates. On an ongoing basis, the Company reviews its estimates to ensure that they appropriately reflect changes in its business or new information available.
Fair Value Measurements	Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. U.S. GAAP prescribes three levels of inputs that may be used to measure fair value: Level 1 Valuation based on quoted prices (unadjusted) observed in active markets for identical assets or liabilities. Level 2 Valuation techniques based on inputs that are quoted prices of similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not in active markets; inputs other than quoted prices used in a valuation model that are observable for that instrument; and inputs that are derived from, or corroborated by, observable market data by correlation or other means. Level 3 Valuation techniques with significant unobservable market inputs. The Company is required to disclose its estimate of the fair value of material financial instruments, including those recorded as assets or liabilities in its financial statements, in accordance with U.S. GAAP. At March 31, 2023 and December 31, 2022, there were no financial instruments (assets or liabilities) measured at fair value on a recurring basis. 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 and were classified as Level 2.
Recent Accounting Pronouncements	Recently adopted accounting pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments (Topic 326). Topic 326 changes the impairment model for most financial assets. The new model uses a forward-looking expected loss method, which will generally result in earlier recognition of allowances for losses. The Company adopted this guidance using the modified retrospective method beginning with its first quarter ended March 31, 2023. The adoption of this guidance did not have a material impact on the Company's unaudited 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 (Tables)

3 Months Ended

Mar. 31, 2023

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

Basic and diluted earnings per share of common stock have been computed as follows (in thousands, except share and per share amounts):


	Three months ended March 31,
	2023		2022
Numerator:
Net (loss) income attributable to Brilliant Earth Group, Inc., BASIC	$	(52)	$	356
Add: Net (loss) income impact from assumed redemption of all LLC Units to common stock	(388)		3,013
Add (less): Income tax benefit (expense) on net (loss) income attributable to NCI	100		(753)
Net (loss) income attributable to Brilliant Earth Group, Inc., after adjustment for assumed conversion, DILUTED	$	(340)	$	2,616

Denominator:
Weighted average shares of common stock outstanding, BASIC	11,387,936		10,010,798
Dilutive effects of:
Vested LLC Units that are exchangeable for common stock	—		84,858,932
Unvested LLC Units that are exchangeable for common stock	—		1,623,238
RSUs and stock options	—		33,875
Weighted average shares of common stock outstanding, DILUTED	11,387,936		96,526,843

BASIC earnings per share	$	0.00	$	0.04
DILUTED earnings per share	$	0.00	$	0.03

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share


	Three months ended March 31,
	2023	2022
Vested LLC Units	84,617,787	—
Unvested LLC Units	575,208	—
RSUs	3,326,439	1,529,164
Stock options	832,152	1,502,889

Revenue (Tables)

3 Months Ended

Mar. 31, 2023

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregation of Revenue

The following table discloses total net sales by geography for the three months ended March 31, 2023 and 2022 (in thousands):


	Three months ended March 31,
			2023		2022
United States	$	92,615	$	93,766
International	5,083		6,272
Total net sales	$	97,698	$	100,038

Inventories, Net (Tables)

3 Months Ended

Mar. 31, 2023

Inventory Disclosure [Abstract]

Schedule of Inventories, Net

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


	March 31,		December 31,
	2023		2022
Loose diamonds	$	11,411	$	11,894
Fine jewelry and other	26,824		27,744
Allowance for inventory obsolescence	(371)		(307)
Total inventories, net	$	37,864	$	39,331

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


	March 31,		March 31,
	2023		2022
Balance at beginning of period	$	(307)	$	(260)
Change in allowance for inventory obsolescence	(64)		16
Balance at end of period	$	(371)	$	(244)

Accrued Expenses and Other Current Liabilities (Tables)

3 Months Ended

Mar. 31, 2023

Payables and Accruals [Abstract]

Schedule of Accrued Expenses

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


	March 31,		December 31,
	2023		2022
Vendor expenses	$	12,636	$	14,769
Inventory received not billed	7,817		7,973
Payroll expenses	2,076		5,301
Sales and other tax payable	2,532		4,137
Provision for sales returns and allowances	1,520		2,332
Current portion of TRA	—		502
Other	3,472		2,819
Total accrued expenses and other current liabilities	$	30,053	$	37,833

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


	March 31,		March 31,
	2023		2022
Balance at beginning of period	$	2,332	$	2,338
Provision	5,110		5,277
Returns and allowances	(5,922)		(6,032)
Balance at end of period	$	1,520	$	1,583

Leases (Tables)

3 Months Ended

Mar. 31, 2023

Leases [Abstract]

Schedule of Total Operating Lease ROU Assets and Lease Liabilities

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


Assets	Classification	As of March 31, 2023		As of March 31, 2022
Operating ROU assets at cost	Operating lease right of use assets	$	38,021	$	20,750
Accumulated amortization	Operating lease right of use assets	(4,314)		(683)
Net book value		$	33,707	$	20,067

Liabilities	Classification	As of March 31, 2023		As of March 31, 2022
Current:
Operating leases	Current portion of operating lease liabilities	$	5,315	$	2,779
Noncurrent:
Operating leases	Operating lease liabilities	33,750		19,882
Total lease liabilities		$	39,065	$	22,661

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


	Classification	For the three months ended March 31, 2023		For the three months ended March 31, 2022
Operating lease costs	Selling, general and administrative expense	$	1,553	$	924
Variable lease costs	Selling, general and administrative expense	265		184
Total lease costs		$	1,818	$	1,108

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

The maturity analysis of the operating lease liabilities as of March 31, 2023 was as follows (in thousands):


	Amount
For the nine months ending December 31, 2023	$	4,331
Years ending December 31,
2024	6,927
2025	6,947
2026	6,671
2027	5,251
2028	4,208
Thereafter	12,125
Total minimum lease payments(1)	46,460
Less: imputed interest	(7,395)
Net present value of operating lease liabilities	39,065
Less: current portion	(5,315)
Long-term portion	$	33,750

Schedule of Additional Lease Information

The table summarizes the weighted-average remaining lease term and weighted-average discount rate on long-term leases as follows (in thousands):


	March 31, 2023			March 31, 2022
Weighted-average remaining lease term - operating leases	7.5 years			5.8 years
Weighted-average discount rate - operating leases	4.5		%	4.2		%

Supplemental cash flow information related to operating leases is as follows:
Cash paid for amounts included in the measurement of lease liabilities	$	880		$	232
ROU assets obtained in exchange for new operating lease liabilities	$	7,535		$	1,577

Debt (Tables)

3 Months Ended

Mar. 31, 2023

Debt Disclosure [Abstract]

Schedule of Long-term Debt Instruments

The following table summarizes the net carrying amount of the Term Loans as of March 31, 2023 and December 31, 2022, net of debt issuance costs (in thousands):


	March 31, 2023						December 31, 2022
	Outstanding principal		Debt issuance costs		Net carrying amount		Outstanding principal		Debt issuance costs		Net carrying amount
Term Loans	$	62,563	$	(620)	$	61,943	$	63,375	$	(663)	$	62,712
Total debt	$	62,563	$	(620)	$	61,943	$	63,375	$	(663)	$	62,712


Current portion	$	3,250	$	—	$	3,250	$	3,250	$	—	$	3,250
Long term	59,313		(620)		58,693		60,125		(663)		59,462
Total debt	$	62,563	$	(620)	$	61,943	$	63,375	$	(663)	$	62,712

Schedule of Maturities of Long-term Debt

As of March 31, 2023, the aggregate future principal payments under the SVB Term Loan Facility were as follows (in thousands):


	Principal
Remainder of 2023	$	2,438
2024	4,062
2025	5,688
2026	6,500
2027	43,875
Total aggregate future principal payments	$	62,563

- Definition

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

+ References

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+ Details

Equity-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2023

Share-Based Payment Arrangement [Abstract]

Schedule of Nonvested Share Activity

The following table summarizes the activity related to the Company's restricted stock units ("RSUs") for the three months ended March 31, 2023:


	Number of RSUs	Weighted average grant date fair value
Balance as of December 31, 2022, unvested	3,158,686	$	9.01
Granted	1,403,934	$	4.99
Vested	(252,941)	$	10.56
Forfeited	(270,729)	$	8.42
Balance as of March 31, 2023, unvested	4,038,950	$	7.56

Schedule of Stock Options Roll Forward

The following table summarizes the activity related to the outstanding and exercisable stock options for the three months ended March 31, 2023:


	Number of options	Weighted average exercise price		Weighted average grant date fair value		Weighted average remaining contractual term (years)
Outstanding as of December 31, 2022	857,615	$	12.00	$	4.27	8.7
Forfeited	(56,250)	$	12.00	$	4.29	—
Outstanding as of March 31, 2023	801,365	$	12.00	$	4.27	8.5

Exercisable as of March 31, 2023	469,372	$	12.00	$	4.26	8.5
Unvested as of March 31, 2023	331,993	$	12.00	$	4.29	8.5
Vested and expected to vest as of March 31, 2023	801,365	$	12.00	$	4.27	8.5

Schedule of Activity Related to the Unvested LLC Units

The following table summarizes the activity related to the unvested restricted LLC Units for the three months ended March 31, 2023:


	Number of restricted LLC Units	Weighted average grant date fair value
Balance, December 31, 2022, unvested	615,000	$	0.61
Vested	(115,437)	$	0.47
Forfeited	—	$	—
Balance, March 31, 2023, unvested	499,563	$	0.64

Description of Business and Summary of Significant Accounting Policies (Details)	Mar. 31, 2023 showroom
Noncontrolling Interest [Line Items]
Number of showrooms	28
Brilliant Earth, LLC
Noncontrolling Interest [Line Items]
Noncontrolling interest, ownership percentage	88.00%

Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Net (loss) income attributable to Brilliant Earth Group, Inc., BASIC	$ (52)	$ 356
Add: Net (loss) income impact from assumed redemption of all LLC Units to common stock	(388)	3,013
Add (less): Income tax benefit (expense) on net (loss) income attributable to NCI	100	(753)
Net (loss) income attributable to Brilliant Earth Group, Inc., after adjustment for assumed conversion, DILUTED	$ (340)	$ 2,616
Weighted average shares of common stock outstanding, BASIC (in shares)	11,387,936	10,010,798
Weighted average shares of common stock outstanding, DILUTED (in shares)	11,387,936	96,526,843
BASIC earnings per share (in dollars per share)	$ (0.00)	$ 0.04
DILUTED earnings per share (in dollars per share)	$ (0.00)	$ 0.03
Vested LLC Units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive effects (in shares)	0	84,858,932
Antidilutive securities excluded (in shares)	84,617,787	0
Unvested LLC Units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive effects (in shares)	0	1,623,238
Antidilutive securities excluded (in shares)	575,208	0
RSUs and stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive effects (in shares)	0	33,875
RSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded (in shares)	3,326,439	1,529,164
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded (in shares)	832,152	1,502,889

Revenue from Contract with Customer - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Disaggregation of Revenue [Line Items]
Net sales	$ 97,698	$ 100,038
United States
Disaggregation of Revenue [Line Items]
Net sales	92,615	93,766
International
Disaggregation of Revenue [Line Items]
Net sales	$ 5,083	$ 6,272

- Definition

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

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-Name Accounting Standards Codification
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+ Details

Revenue from Contract with Customer- Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
Revenue from Contract with Customer [Abstract]
Extended service plan period	3 years
Deferred revenue	$ 21,900		$ 18,600
Contract with customer, liability, noncurrent	100		100
Revenue recognized	17,400	$ 17,600
Provision for sales returns and allowances	1,520	$ 1,583	2,332	$ 2,338
Refund assets	$ 600		$ 900

Inventories, Net - Schedule of Inventories, Net (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022	Mar. 31, 2022	Dec. 31, 2021
Inventory [Line Items]
Allowance for inventory obsolescence	$ (371)	$ (307)	$ (244)	$ (260)
Total inventories, net	37,864	39,331
Loose diamonds
Inventory [Line Items]
Inventory, gross	11,411	11,894
Fine jewelry and other
Inventory [Line Items]
Inventory, gross	$ 26,824	$ 27,744

Inventories, Net - Allowance for Inventory Obsolescence (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Inventory Valuation Reserves [Roll Forward]
Balance at beginning of period	$ (307)	$ (260)
Change in allowance for inventory obsolescence	(64)	16
Balance at end of period	$ (371)	$ (244)

Inventories, Net - Narratives (Details) - USD ($) $ in Millions	Mar. 31, 2023	Dec. 31, 2022
Inventory Disclosure [Abstract]
Consigned inventory	$ 25.6	$ 27.6

Accrued Expenses and Other Current Liabilities - Accrued Expenses And Other Current Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022	Mar. 31, 2022	Dec. 31, 2021
Payables and Accruals [Abstract]
Vendor expenses	$ 12,636	$ 14,769
Inventory received not billed	7,817	7,973
Payroll expenses	2,076	5,301
Sales and other tax payable	2,532	4,137
Provision for sales returns and allowances	1,520	2,332	$ 1,583	$ 2,338
Current portion of TRA	0	502
Other	3,472	2,819
Total accrued expenses and other current liabilities	$ 30,053	$ 37,833

Accrued Expenses and Other Current Liabilities - Accrued Expenses and Other Current Liabilities is a Provision For Sales Returns (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Contract with Customer, Refund Liability [Roll Forward]
Balance at beginning of period	$ 2,332	$ 2,338
Provision	5,110	5,277
Returns and allowances	(5,922)	(6,032)
Balance at end of period	$ 1,520	$ 1,583

Leases - Narrative (Details) $ in Millions	Mar. 31, 2023 USD ($)
Lessee, Lease, Description [Line Items]
Amount of operating leases not yet commenced	$ 7.1
Lessee, operating lease, lease not yet commenced, term of contract	10 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
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Assets
Operating ROU assets at cost	$ 38,021	$ 20,750
Accumulated amortization	(4,314)	(683)
Net book value	33,707	20,067	$ 27,812
Liabilities
Less: current portion	5,315	2,779	3,873
Operating Lease, Liability, Noncurrent	33,750	19,882	$ 28,537
Net present value of operating lease liabilities	39,065	22,661
Income and Expenses
Operating lease costs	1,553	924
Variable lease costs	265	184
Total lease costs	$ 1,818	$ 1,108

Leases - Future Minimum Lease Payments Under Long-term Non-cancelable Operating Leases (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022	Mar. 31, 2022
Leases [Abstract]
For the nine months ending December 31, 2023	$ 4,331
2024	6,927
2025	6,947
2026	6,671
2027	5,251
2028	4,208
Thereafter	12,125
Total minimum lease payments	46,460
Less: imputed interest	(7,395)
Net present value of operating lease liabilities	39,065		$ 22,661
Less: current portion	(5,315)	$ (3,873)	(2,779)
Long-term portion	$ 33,750	$ 28,537	$ 19,882

Leases - Weighted Average Remaining Lease Term and Weighted Average Discount Rate (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Leases [Abstract]
Weighted-average remaining lease term - operating leases	7 years 6 months	5 years 9 months 18 days
Weighted-average discount rate - operating leases	4.50%	4.20%
Cash paid for amounts included in the measurement of lease liabilities	$ 880	$ 232
Right-of-use assets obtained in exchange for new operating lease liabilities	$ 7,535	$ 1,577

Debt - Term Loan (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Outstanding principal	$ 62,563	$ 63,375
Debt issuance costs	(620)	(663)
Net carrying amount	61,943	62,712
Current portion	3,250	3,250
Long term outstanding principal	59,313	60,125
Long term net carrying amount	58,693	59,462
Secured Debt \| Term Loan Agreement
Debt Instrument [Line Items]
Outstanding principal	62,563	63,375
Debt issuance costs	(620)	(663)
Net carrying amount	$ 61,943	$ 62,712

- Definition

Amount, excluding unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

Debt - Narrative (Details) - USD ($)			3 Months Ended
Debt - Narrative (Details) - USD ($)	May 24, 2022	Sep. 30, 2019	Mar. 31, 2023	Mar. 31, 2022
Debt Instrument [Line Items]
Debt instrument, final prepayment fee, percent of principal amount		4.50%
Line of credit facility, periodic payment, quarterly payment, percent, period one	1.25%
Line of credit facility, periodic payment, quarterly payment, percent, period two	1.875%
Line of credit facility, periodic payment, quarterly payment, percent, period three	2.50%
Accumulated amortization, debt issuance costs			$ (100,000)
Accumulated amortization, debt issuance costs, noncurrent			(200,000)
Amortization of debt issuance costs			67,000	$ 423,000
Long-term line of credit			0
Class P Warrants
Debt Instrument [Line Items]
Number of securities called by warrants (in shares)		333,333
Warrant liability, fair value		$ 100,000
Secured Debt
Debt Instrument [Line Items]
Debt instrument, face amount	$ 65,000,000
Debt instrument, covenant compliance, fixed charge coverage ratio, percent	125.00%
Debt instrument, covenant compliance, consolidated total leverage ratio, percent	400.00%
Debt instrument, covenant compliance, consolidated borrower leverage ratio, percent	300.00%
Debt instrument, covenant compliance, consolidated borrower leverage ratio, temporary increased amount, percent	400.00%
Debt issuance costs, noncurrent, net			600,000
Secured Debt \| Maximum
Debt Instrument [Line Items]
Line of credit facility, unused capacity, commitment fee percentage	0.35%
Secured Debt \| Minimum
Debt Instrument [Line Items]
Line of credit facility, unused capacity, commitment fee percentage	0.25%
Secured Debt \| Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate
Debt Instrument [Line Items]
Debt instrument, annual adjustment, percent	0.125%
Secured Debt \| Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate \| Maximum
Debt Instrument [Line Items]
Basis spread on variable rate	2.75%
Secured Debt \| Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate \| Minimum
Debt Instrument [Line Items]
Basis spread on variable rate	2.25%
Secured Debt \| Alternative Base Rate
Debt Instrument [Line Items]
Basis spread on variable rate	0.00%
Secured Debt \| Alternative Base Rate \| Maximum
Debt Instrument [Line Items]
Basis spread on variable rate	1.75%
Secured Debt \| Alternative Base Rate \| Minimum
Debt Instrument [Line Items]
Basis spread on variable rate	1.25%
Line of Credit
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity	$ 40,000,000
Debt issuance costs, noncurrent, net			$ 400,000
Runway Term Loan Agreement \| Secured Debt
Debt Instrument [Line Items]
Debt instrument, final prepayment fee, percent of principal amount	1.00%
Early repayment of senior debt	$ 58,200,000
Gain (loss) on extinguishment of debt	$ 600,000
Debt instrument, face amount		$ 65,000,000
Runway Term Loan Agreement \| Secured Debt \| London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Variable rate floor		0.50%
Basis spread on variable rate		7.75%
Term Loan Agreement \| Secured Debt
Debt Instrument [Line Items]
Debt instrument, final prepayment fee		$ 200,000
Interest rate during period			7.72%	11.08%
Interest expense, debt			$ 1,100,000	$ 1,400,000
Term Loan Agreement \| Secured Debt \| Maximum
Debt Instrument [Line Items]
Prepayment fee, percent		0.0003%
Term Loan Agreement \| Secured Debt \| Minimum
Debt Instrument [Line Items]
Prepayment fee, percent		0.00%

Debt - Debt Maturity (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Debt Disclosure [Abstract]
Remainder of 2023	$ 2,438
2024	4,062
2025	5,688
2026	6,500
2027	43,875
Outstanding principal	$ 62,563	$ 63,375

Equity-Based Compensation - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Option, cost not yet recognized	$ 1.4
LLC Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unamortized compensation cost	$ 0.3
Cost not yet recognized, period for recognition	1 year 9 months 18 days
LLC Units \| Selling, General and Administrative Expenses
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	$ 0.1	$ 0.1
RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	2.0	1.4
Unamortized compensation cost	$ 27.5
Cost not yet recognized, period for recognition	3 years 1 month 6 days
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	$ 0.2	$ 0.6
Cost not yet recognized, period for recognition	1 year 10 months 24 days

Equity-Based Compensation - RSU Activity (Details) - RSUs	3 Months Ended
	Mar. 31, 2023 $ / shares shares
Number of RSUs
Unvested, beginning balance (in shares) \| shares	3,158,686
Grants in period (in shares) \| shares	1,403,934
Vested (in shares) \| shares	(252,941)
Forfeited (in shares) \| shares	(270,729)
Unvested, ending balance (in shares) \| shares	4,038,950
Weighted average grant date fair value
Unvested beginning balance (in dollars per share) \| $ / shares	$ 9.01
Granted (in dollars per share) \| $ / shares	4.99
Vested (in dollars per share) \| $ / shares	10.56
Forfeited (in dollars per share) \| $ / shares	8.42
Unvested ending balance (in dollars per share) \| $ / shares	$ 7.56

Equity-Based Compensation - Stock Option Activity (Details) - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Number of options
Outstanding as of December 31, 2022 (in shares)	857,615
Forfeited (in shares)	(56,250)
Outstanding as of March 31, 2023 (in shares)	801,365	857,615
Weighted average exercise price
Outstanding as of December 31, 2022 (in dollars per share)	$ 12.00
Forfeited (in dollars per share)	12.00
Outstanding as of March 31, 2023 (in dollars per share)	12.00	$ 12.00
Weighted average grant date fair value
Outstanding as of December 31, 2022 (in dollars per share)	4.27
Forfeited (in dollars per share)	4.29
Outstanding as of March 31, 2023 (in dollars per share)	$ 4.27	$ 4.27
Weighted average remaining contractual term (years)
Weighted average remaining contractual term	8 years 6 months	8 years 8 months 12 days
Weighted average remaining contractual term, exercisable	8 years 6 months
Weighted average remaining contractual term, Unvested	8 years 6 months
Weighted average remaining contractual term, vested and expected to vest	8 years 6 months
Options, Vested and Expected to Vest
Options exercisable (in shares)	469,372
Options unvested (in shares)	331,993
Options, vested and expected to vest (in shares)	801,365
Options exercisable, weighted average exercise price (in dollars per share)	$ 12.00
Options unvested, weighted average exercise price (in dollars per share)	12.00
Vested and expected to vest, weighted average exercise price (in dollars per share)	12.00
Options exercisable, weighted average grant date fair value (in dollars per share)	4.26
Options unvested, weighted average grant date fair value (in dollars per share)	4.29
Options vested and expected to vest, weighted average grant date fair value (in dollars per share)	$ 4.27

Equity-Based Compensation - LLC Unit Activity (Details) - LLC Units	3 Months Ended
	Mar. 31, 2023 $ / shares shares
Number of restricted LLC Units
Unvested, beginning balance (in shares) \| shares	615,000
Vested (in shares) \| shares	(115,437)
Forfeited (in shares) \| shares	0
Unvested, ending balance (in shares) \| shares	499,563
Weighted average grant date fair value
Unvested beginning balance (in dollars per share) \| $ / shares	$ 0.61
Vested (in dollars per share) \| $ / shares	0.47
Forfeited (in dollars per share) \| $ / shares	0
Unvested ending balance (in dollars per share) \| $ / shares	$ 0.64

Income Taxes and Tax Receivable Agreement - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Income Tax Examination [Line Items]
Effective income tax rate	3.00%
Changes in outside basis difference	$ 400
Income tax benefit (expense)	$ (13)	$ 96
Tax benefit distributions to noncontrolling interest holders, percent	85.00%
Deferred tax assets related to tax receivable agreement	$ 8,800
Tax receivable agreement liability	7,800
Tax receivable agreement, recognition in additional-paid-in-capital	1,000
Maximum
Income Tax Examination [Line Items]
Income tax benefit (expense)	$ (100)

- Definition

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

+ References + Details