United States securities and exchange commission logo
June 24, 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 May
30, 2024
File No. 001-08399
Dear Joseph Hayek:
We have reviewed your May 30, 2024 response to our comment letter
and have the
following comment.
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 May 16, 2024
letter.
Form 10-Q for Fiscal Quarter Ended February 29, 2024
Adjusted EBITDA, page 35
1. We note your response
to prior comment 1. Notwithstanding your definition of Adjusted
EBITDA on page 1 of
your Form 10-Q for the period ended February 29, 2024, we
remind you that
Question 103.01 of the Division of Corporation Finance s Compliance
and Disclosure
Interpretations on Non-GAAP Financial Measures indicates that EBITDA
is defined as
earnings before interest, taxes, depreciation and amortization and
earnings
means net income.
Since your reconciliation begins with net earnings from continuing
operations, rather than
net earnings, please revise your future filings to change the name
of your non-GAAP
measure to Adjusted EBITDA from continuing operations to reflect
the nature of this
non-GAAP financial measure more accurately.
Joseph Hayek
Worthington Enterprises, Inc.
June 24, 2024
Page 2
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
June 24, 2024 Page 2 Office of Manufacturing
FirstName LastName