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

12 Months Ended

Dec. 31, 2021

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

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

Member Units

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

and outstanding:


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Warrants for Class P units and Fair Value Disclosures

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


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

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

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

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

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

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

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

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

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

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

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


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

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


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

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

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

Summary Capitalization

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


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

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

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

Common LLC Units		85,163,263	No	Yes

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

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

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

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

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

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

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

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

Brilliant Earth, LLC

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

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

Issuance of Additional LLC Units

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

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

Distributions to Members Related to Their Income Tax Liabilities

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

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

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

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

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

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

Member Units

and outstanding:


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

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

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

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

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

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

Warrants for Class P units and Fair Value Disclosures


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

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

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

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


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

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


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

Summary Capitalization

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


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

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

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

Common LLC Units		85,163,263	No	Yes

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

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

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

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

Brilliant Earth, LLC

Issuance of Additional LLC Units

Distributions to Members Related to Their Income Tax Liabilities

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

- Definition

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

+ References

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+ Details