United States securities and exchange commission logo
May 16, 2024
Joseph Hayek
Vice President and Chief Financial Officer
Worthington Enterprises, Inc.
200 West Old Wilson Bridge Road
Columbus, OH 43085
Re: Worthington
Enterprises, Inc.
Form 10-K for
Fiscal Year Ended May 31, 2023
Form 10-Q for
Fiscal Quarter Ended February 29, 2024
Response dated
April 18, 2024
File No. 001-08399
Dear Joseph Hayek:
We have reviewed your April 18, 2024 response to our comment
letter and have the
following comments.
Please respond to this letter within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe a
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your response to this letter, we may have
additional comments. Unless
we note otherwise, any references to prior comments are to comments in
our March 1,
2024 letter.
Form 10-Q for Fiscal Quarter Ended February 29, 2024
Adjusted EBITDA, page 35
1. We note that you
reconcile Adjusted EBITDA to net earnings from continuing operations
and understand from
your response to prior comment 1 that you believe net earnings
from continuing
operations is the most comparable GAAP measure because it excludes
earnings from
discontinued operations. Please revise future filings to change the name of
your non-GAAP measure
to Adjusted EBITDA from continuing operations to reflect its
content more
accurately. This comment also applies to your non-GAAP disclosures on
page 31 and your Form
8-K filed March 20, 2024.
2. We refer to your
adjustment to exclude corporate costs eliminated at separation. You
indicate that the
adjustments reflect reductions in certain corporate overhead costs that no
Joseph Hayek
Worthington Enterprises, Inc.
May 16, 2024
Page 2
longer exist post-separation, and which were included in continuing
operations as they
represent general corporate overhead that was historically allocated
to Worthington Steel
but did not meet the requirements to be presented as discontinued
operations. Please tell
us why these corporate costs would not represent normal, recurring,
cash operating
expenses necessary to operate your business, and why adjusting for
such costs in your
non-GAAP measures would not be inconsistent with the guidance in
Question 100.01 of
the Division of Corporation Finance Compliance & Disclosure
Interpretations on Non-
GAAP Financial Measures. This comment also applies to your
presentation of adjusted
net earnings from continuing operations in Form 8-K filed March 20,
2024.
Form 10-K for Fiscal Year Ended May 31, 2023
Consolidated Financial Statements
Note P - Segment Data, page 80
3. We refer to your response to prior comment 1 and the disclosures
provided in Note O of
your Form 10-Q for the fiscal quarter ended February 29, 2024. We
remind you that
reportable segment information presented in your footnote, to comply
with ASC 280, is
excluded from the definition of a non-GAAP measure as provided in Item
10(e)(5) of
Regulation S-K. Given this, the requirement in the segment footnote to
reconcile the total
of the reportable segments measure of profit and loss to
consolidated income before
income taxes and discontinued operations is prescribed by GAAP, rather
than non-GAAP
rules and guidance. In this regard, we reissue our prior comment 1.
Please revise your
future annual and interim filings to comply the disclosure
requirements of ASC 280-10-
50-30(b) and ASC 280-10-50-32(f).
Please contact Dale Welcome at 202-551-3865 or Hugh West at 202-551-3872
if you
have questions regarding comments on the financial statements and related
matters.
FirstName LastNameJoseph Hayek Sincerely,
Comapany NameWorthington Enterprises, Inc.
Division of
Corporation Finance
May 16, 2024 Page 2 Office of
Manufacturing
FirstName LastName