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Income Taxes and Tax Receivable Agreement
 12 Months Ended
Dec. 31, 2021
Income Tax Disclosure [Abstract]  
Income Taxes and Tax Receivable Agreement INCOME TAXES AND TAX RECEIVABLE AGREEMENT
Overview of Income Taxes

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

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

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

Provision for Income Taxes

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

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


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

December 31, 2021
Current tax benefit
Federal$— 
State— 
Total current income tax benefit— 
Deferred tax benefit
Federal (259)
State(57)
Total deferred income tax benefit(316)
Benefit from income taxes$(316)

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

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

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

December 31,
2021
Deferred tax assets
Outside basis difference in investment$4,091 
Net operating loss carryforwards316 
Net deferred tax asset $4,407 

The Company recognizes deferred tax assets to the extent it believes, based on available evidence, that it is more likely than not that they will be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies, and recent results of operations. For the period from September 23, 2021 to
December 31, 2021, the Company evaluated the likelihood it would realize its deferred tax assets and determined the probability to be more likely than not, and accordingly, no valuation allowance was recognized.

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

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

Uncertain Tax Positions

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

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

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

Tax Receivable Agreement

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

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

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

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