Correspondence 0000950170-24-081465 from WORTHINGTON ENTERPRISES, INC. (WOR) (CIK 0000108516) (WOR)
WORTHINGTON ENTERPRISES, INC. (WOR) (CIK 0000108516)
Date: July 3, 2024 · CIK: 0000108516 · Accession: 0000950170-24-081465
AI Filing Summary & Sentiment
File numbers found in text: 001-08399
Referenced dates: June 24, 2024
Letter
Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing Attention: Dale Welcome Re: Worthington Enterprises, Inc. Form 10-K for Fiscal Year Ended May 31, 2023 Form 10-Q for Fiscal Quarter Ended February 29, 2024 File No. 001-08399
Dear Mr. Welcome and Ms. Yu:
This letter is being submitted in response to the comment letter dated June 24, 2024 (the “Comment Letter”) from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission addressed to Joe Hayek, Executive Vice President, Chief Financial and Operations Officer of Worthington Enterprises, Inc. (the “Company”). This letter contains the Company’s response to the Comment Letter. For your convenience, the Staff's comment is repeated below, followed by the Company’s response.
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.
Response: The Company respectfully acknowledges the Staff's comment. In future filings where the Company calculates and presents adjusted EBITDA on the basis of continuing operations, the Company will modify the name of the non-GAAP financial measure to “adjusted EBITDA from continuing operations.”
If you have any questions or comments regarding this response, please call the undersigned at 614-840-3355. Thank you for your attention to this matter.
Very truly yours,
/s/ Patrick J. Kennedy
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CORRESP 1 filename1.htm CORRESP July 3, 2024 Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.E. Washington, DC 20549 Attention: Dale Welcome Jean Yu Re: Worthington Enterprises, Inc. Form 10-K for Fiscal Year Ended May 31, 2023 Form 10-Q for Fiscal Quarter Ended February 29, 2024 File No. 001-08399 Dear Mr. Welcome and Ms. Yu: This letter is being submitted in response to the comment letter dated June 24, 2024 (the “Comment Letter”) from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission addressed to Joe Hayek, Executive Vice President, Chief Financial and Operations Officer of Worthington Enterprises, Inc. (the “Company”). This letter contains the Company’s response to the Comment Letter. For your convenience, the Staff's comment is repeated below, followed by the Company’s response. 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. Response: The Company respectfully acknowledges the Staff's comment. In future filings where the Company calculates and presents adjusted EBITDA on the basis of continuing operations, the Company will modify the name of the non-GAAP financial measure to “adjusted EBITDA from continuing operations.” If you have any questions or comments regarding this response, please call the undersigned at 614-840-3355. Thank you for your attention to this matter. Very truly yours, /s/ Patrick J. Kennedy Patrick J. Kennedy, Vice President - General Counsel and Secretary