v3.25.2
Business Combination
 6 Months Ended
Jun. 30, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Business Combination Business Combination
On May 5, 2025, the Company acquired all of the outstanding equity interests of Weights and Biases, Inc. ("Weights & Biases"), an AI developer platform. The transaction is expected to extend the Company's application software services offering to include additional developer-focused capabilities for the training of models and development of AI applications. The aggregate purchase consideration was $1.0 billion, which was comprised of the following (in thousands):
Cash paid by the Company$96,498 
Fair value of Class A common stock and restricted stock awards issued by the Company928,900 
Fair value of replacement restricted stock units 3,861 
Total purchase price$1,029,259 
In connection with the acquisition, the Company entered into compensation arrangements for stock-based awards with a value totaling $123 million. Of this amount, $33 million was recognized in the total purchase price. $6 million was recognized as compensation expense on the acquisition date and $5 million was recorded as additional compensation expense during the three months ended June 30, 2025. The remaining compensation expense of $79 million will be recognized on a straight-line basis over the respective awards' remaining requisite service period. Certain stock-based awards are in the form of restricted stock awards (“RSAs”). The RSAs represent legally outstanding common shares that are subject to service-based vesting conditions and repurchase rights held by the Company, which lapse upon vesting.
The acquisition-related costs were $29 million, which was recorded in general and administrative expense in the condensed consolidated statements of operations during the three months ended June 30, 2025.
The allocation of the purchase price is preliminary and subject to change as the Company finalizes its assessment of the fair values of the assets acquired and liabilities assumed during the measurement period following the acquisition date. The preliminary fair values of assets acquired and liabilities assumed on the acquisition date are summarized as follows (in thousands):
Cash and cash equivalents$50,792 
Accounts receivable, net13,418 
Prepaid expenses and other current assets2,205 
Property and equipment, net858 
Operating lease right-of-use assets1,080 
Intangible assets, net207,600 
Goodwill793,426 
Other non-current assets178 
Total assets acquired$1,069,557 
Accounts payable885 
Accrued liabilities7,036 
Deferred revenue, current25,414 
Operating lease liabilities, current283 
Other current liabilities31 
Deferred revenue, non-current309 
Operating lease liabilities, non-current797 
Deferred tax liabilities, non-current5,543 
Total liabilities assumed$40,298 
Total purchase price$1,029,259 
The acquired assets and assumed liabilities were recorded at their estimated fair values. The following table presents the amounts allocated to the intangible assets identified as of the date of acquisition and the estimated useful lives (in thousands):
Fair ValueUseful Lives (in years)
Customer relationships$36,100 12
Developed technology161,800 
5 - 7
Trade name9,700 5
Total $207,600 
The excess of the purchase price over the fair value of the net assets acquired was allocated to goodwill, none of which is expected to be deductible for tax purposes. Goodwill is primarily attributable to the assembled workforce as well as the anticipated synergies from the integration of Weights & Biases’ technology with the Company’s technology.
From the date of the acquisition, the financial results of Weights & Biases are not material to the Company’s consolidated financial statements. Pro forma revenue and net income have not been presented because the historical results would not have been material to the condensed consolidated financial statements in any period presented.