Non-GAAP EPS

Non-GAAP EPS is defined as net income (loss) attributed to Clean Energy, plus stock-based compensation charges, net of related tax benefits, plus or minus any mark-to-market losses or gains on the Company’s Series I warrants, and plus or minus the foreign currency losses or gains on the Company’s purchase notes issued as part of the acquisition of IMW, the total of which is divided by the Company’s weighted average shares outstanding on a diluted basis. The Company’s management believes that excluding non-cash charges related to stock-based compensation provides useful information to investors because of varying available valuation methodologies, the volatility of the expense (which depends on market forces outside of management’s control), and the subjectivity of the assumptions and the variety of award types that a company can use under the relevant accounting guidance may obscure trends in the Company’s core operating performance. Similarly, the Company’s management believes that excluding the non-cash, mark-to-market losses or gains on the Company’s Series I warrants is useful to investors because the valuation of the Series I warrants is based on a number of subjective assumptions, the amount of the loss or gain is derived from market forces outside management’s control, and it enables investors to compare the Company’s performance with other companies that have different capital structures. The Company’s management believes that excluding the foreign currency gains and losses on the notes it issued to purchase IMW provides useful information to investors as the amounts are based on market conditions outside of management’s control and the amounts relate to financing the acquisition of the business as opposed to the core operations of the Company.

The table below shows non-GAAP EPS and also reconciles these figures to the GAAP measure net loss attributable to Clean Energy Fuels Corp.:
  Three Months Ended June 30,   Six Months Ended June 30,
(in 000s, except per-share amounts)   2012       2013     2012       2013  
Net Loss Attributable to Clean Energy Fuels Corp. $ (11,294 ) $ (11,943 ) $ (43,199 ) $ (15,814 )
Stock Based Compensation, Net of Tax Benefits 5,768 5,451 10,448 11,663
Mark-to-Market (Gain) Loss on Series I Warrants (8,899 ) 39 4,607 505
Foreign Currency Loss on IMW Purchase Notes   452     249     50     441  
Adjusted Net Loss $ (13,973 ) $ (6,204 ) $ (28,094 ) $ (3,205 )
Diluted Weighted Average Common Shares Outstanding 86,625,655 93,985,438 86,155,678 93,561,302
Non-GAAP Loss Per Share $ (0.16 ) $ (0.07 ) $ (0.33 ) $ (0.03 )

Adjusted EBITDA

Adjusted EBITDA is defined as net income (loss) attributable to Clean Energy, plus or minus income tax expense or benefit, plus or minus interest expense or income, net, plus depreciation and amortization expense, plus or minus the foreign currency losses or gains on the Company’s notes issued as part of its acquisition of IMW, plus stock-based compensation charges, net of related tax benefits, and plus or minus any mark-to-market losses or gains on the Company’s Series I warrants. The Company’s management believes that Adjusted EBITDA provides useful information to investors for the same reasons discussed above for Non-GAAP EPS. In addition, management internally uses Adjusted EBITDA to determine elements of executive and employee compensation.

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