DELAWARE
|
94-1690082
|
|
(State
or other jurisdiction of
incorporation
or organization)
|
(I.R.S.
Employer Identification
No.)
|
Item
1. Financial Statements
|
||
Condensed
Consolidated Balance Sheets as of March 31, 2009 and December 31,
2008
|
3
|
|
Condensed
Consolidated Statements of Operations for the Three Months Ended March 31,
2009 and 2008
|
4
|
|
Condensed
Consolidated Statements of Cash Flows for the Three Months Ended March 31,
2009 and 2008
|
5
|
|
Condensed
Statements of Stockholders’ Equity and Other Comprehensive
Income
|
6
|
|
Notes
to Condensed Consolidated Financial
Statements
|
7
|
|
Item
2. Management’s Discussion and Analysis of Financial Condition
and Results of Operations
|
11
|
|
Item
3. Quantitative and Qualitative Disclosure About Market
Risk
|
16
|
|
Item
4. Controls and
Procedures
|
16
|
|
PART
II. OTHER INFORMATION
|
||
Item
1. Legal Proceedings
|
18
|
|
Item
1A. Risk Factors
|
18
|
|
Item
2. Unregistered Sales of Equity Securities and Use of
Proceeds
|
18
|
|
Item
3. Defaults Upon Senior Securities
|
18
|
|
Item
4. Submission of Matters to a Vote of Security
Holders
|
18
|
|
Item
5. Other Information
|
18
|
|
Item
6. Exhibits
|
18
|
|
Signatures
|
18
|
|
Certification
of CEO Pursuant to Rule 13a-14(a)/15d-14a
|
||
Certification
of CFO Pursuant to Rule 13a-14(a)/15d-14a
|
||
Certification
of CEO Pursuant to Section 1350
|
||
Certification
of CFO Pursuant to Section 1350
|
March 31,
|
December
31,
|
||||||
2009
|
2008
|
||||||
(Unaudited)
|
|||||||
ASSETS
|
|||||||
Current
assets:
|
|||||||
Cash
and cash
equivalents
|
$
|
10,109
|
$
|
13,341
|
|||
Restricted
cash
|
5,262
|
9,921
|
|||||
Accounts receivable, net of allowance for doubtful accounts of
$4,166 at March 31, 2009 and $3,944 at December 31,
2008
|
139,118
|
91,753
|
|||||
Deferred
costs
|
19,743
|
25,372
|
|||||
Prepaid expenses and other current assets
|
9,670
|
10,414
|
|||||
Total
current
assets
|
183,902
|
150,801
|
|||||
Property
and equipment:
|
|||||||
Cost
|
279,240
|
269,836
|
|||||
Less:
Accumulated depreciation and
amortization
|
(76,534
|
)
|
(64,551
|
)
|
|||
202,706
|
205,285
|
||||||
Goodwill
|
73,414
|
73,414
|
|||||
Other
assets, net
|
13,549
|
10,216
|
|||||
Total
assets
|
$
|
473,571
|
$
|
439,716
|
LIABILITIES,
MEZZANINE AND STOCKHOLDERS’ EQUITY
|
|||||||
Current
liabilities:
|
|||||||
Short-term
debt and current portion of long-term debt and capital lease
obligations
|
$
|
30,137
|
$
|
33,096
|
|||
Accounts
payable
|
56,962
|
49,056
|
|||||
Accrued
liabilities
|
30,503
|
29,968
|
|||||
Unearned
revenue
|
39,045
|
29,995
|
|||||
Federal
income taxes payable
|
3,591
|
1,601
|
|||||
Total
current
liabilities
|
160,238
|
143,716
|
|||||
Long-term
debt and capital lease obligations, net of current
portion
|
68,818
|
57,850
|
|||||
Deferred
income tax and other non-current
liabilities
|
13,545
|
13,608
|
|||||
Total
liabilities
|
242,601
|
215,174
|
|||||
Commitments
& Contingencies
|
|||||||
Mezzanine
equity: Preferred stock, Series B Senior Convertible, $10.00
par value;
|
|||||||
399,459
shares issued and outstanding as of March 31, 2009 and
391,629
shares issued and outstanding as of December 31,
2008
|
96,897
|
94,862
|
|||||
Stockholders’
equity:
|
|||||||
Common
stock, $.01 par value; 100,000,000 shares authorized,
10,575,603
shares issued and 10,470,237 shares outstanding as of March 31, 2009 and
10,580,601 shares issued and 10,470,233 shares outstanding as of December
31, 2008
|
106
|
106
|
|||||
Additional
paid-in
capital
|
187,348
|
188,940
|
|||||
Accumulated
deficit
|
(53,401
|
)
|
(59,386
|
)
|
|||
Accumulated
other comprehensive
income
|
20
|
20
|
|||||
Total
stockholders’ equity
|
134,073
|
129,680
|
|||||
Total
liabilities, mezzanine and stockholders’ equity
|
$
|
473,571
|
$
|
439,716
|
Three
Months Ended
|
|||||
March
31,
|
|||||
2009
|
2008
|
||||
Revenue:
|
|||||
Seismic
acquisition
|
$
|
144,092
|
$
|
117,290
|
|
Data
processing
|
2,827
|
2,864
|
|||
Total
revenue
|
146,919
|
120,154
|
|||
Expenses:
|
|||||
Seismic
acquisition
|
106,057
|
90,172
|
|||
Data
processing
|
2,177
|
2,243
|
|||
Depreciation
and amortization
|
12,496
|
10,991
|
|||
General
and administrative
|
13,303
|
9,302
|
|||
Total
Expenses
|
134,033
|
112,708
|
|||
(Loss)
gain on disposal of property and equipment
|
(193
|
)
|
(81
|
)
|
|
Income
from operations
|
12,693
|
7,365
|
|||
Other
income (expenses):
|
|||||
Interest
income
|
134
|
159
|
|||
Interest
expense
|
(1,611
|
)
|
(1,480
|
)
|
|
Foreign
exchange loss
|
(74
|
)
|
(338
|
)
|
|
Other,
net
|
50
|
(323
|
)
|
||
Total
other expenses, net
|
(1,501
|
)
|
(1,982
|
)
|
|
Income
(loss) before income taxes
|
11,192
|
5,383
|
|||
Provision
for income taxes
|
5,206
|
1,520
|
|||
Net
income (loss)
|
5,986
|
3,863
|
|||
Returns
to preferred stockholders:
|
|||||
Dividend
and accretion costs
|
2,027
|
1,276
|
|||
Income
(loss) applicable to common stockholders
|
$
|
3,959
|
$
|
2,587
|
|
Income
(loss) per common share
|
|||||
Basic
|
$
|
0.38
|
$
|
0.25
|
|
Diluted
|
$
|
0.37
|
$
|
0.24
|
|
Weighted
average common shares outstanding
|
|||||
Basic
|
10,470
|
10,316
|
|||
Diluted
|
10,576
|
10,594
|
Three
Months Ended
March
31,
|
||||||||||
2009
|
2008
|
|||||||||
OPERATING
ACTIVITIES
|
||||||||||
Net
income (loss)
|
$
|
5,986
|
$
|
3,863
|
||||||
Adjustments
to reconcile net income to net cash provided by operating
activities
|
||||||||||
Depreciation
and amortization
|
12,495
|
10,991
|
||||||||
Deferred
financing costs and loss on redemption of floating rate
notes
|
122
|
84
|
||||||||
Stock-based
compensation
|
457
|
453
|
||||||||
Gain
(loss) on sale of assets and insurance claims
|
193
|
81
|
||||||||
Changes
in operating assets and liabilities:
|
||||||||||
Restricted
cash
|
4,659
|
(62
|
)
|
|||||||
Accounts
receivable
|
(47,366
|
)
|
(14,748
|
)
|
||||||
Prepaid
expenses and other assets
|
4,142
|
(1,343
|
)
|
|||||||
Accounts
payable
|
7,906
|
19,379
|
||||||||
Accrued
and other liabilities
|
11,510
|
2,188
|
||||||||
Net
cash provided by operating activities
|
104
|
20,886
|
||||||||
INVESTING
ACTIVITIES
|
||||||||||
Multi-client
data library
|
(1,521
|
)
|
-
|
|||||||
Proceeds
from disposal of property and equipment and insurance
claims
|
123
|
46
|
||||||||
Purchases
and acquisition of property and equipment
|
(8,431
|
)
|
(21,558
|
)
|
||||||
Net
cash used in investing activities
|
(9,829
|
)
|
(21,512
|
)
|
||||||
FINANCING
ACTIVITIES
|
||||||||||
Proceeds
from borrowings
|
54,209
|
64,787
|
||||||||
Proceeds
from exercised options
|
-
|
21
|
||||||||
Stock
issuance costs
|
(13
|
)
|
(21)
|
|||||||
Payments
on capital lease obligations and vendor financings
|
(11,642
|
)
|
(5,784
|
)
|
||||||
Payments
on debt
|
(36,061
|
)
|
(51,100
|
)
|
||||||
Net
cash provided by financing activities
|
6,493
|
7,903
|
||||||||
Net
increase (decrease) in cash
|
(3,232
|
)
|
7,277
|
|||||||
Cash
at beginning of quarter
|
13,341
|
15,125
|
||||||||
Cash
at end of quarter
|
$
|
10,109
|
$
|
22.402
|
||||||
Supplemental
disclosures related to cash flows:
|
||||||||||
Interest
paid
|
$
|
1,589
|
$
|
1,486
|
||||||
Taxes
paid
|
$
|
1,965
|
$
|
60
|
||||||
Purchase
of equipment under capital lease and vendor financing
obligations
|
$
|
1,503
|
$
|
4,181
|
Common
Shares Issued
|
Common
Stock
|
Additional
Paidin
Capital
|
Accumulated
Deficit
|
Accumulated
Other
Comprehensive
Income
|
Total
|
|||||||
Balance
at January 1,
2009
|
10,580,601
|
$
|
106
|
$
|
188,940
|
$
|
(59,386)
|
$
|
20
|
$
|
129,680
|
|
Stock-based
compensation
|
-
|
-
|
457
|
-
|
-
|
457
|
||||||
Restricted
stock issued (forfeited)
|
(4,998)
|
-
|
-
|
-
|
-
|
-
|
||||||
Accretion
of preferred issuance costs
|
-
|
-
|
(62)
|
-
|
-
|
(62)
|
||||||
Accrual
of preferred
dividends
|
-
|
-
|
(1,987)
|
-
|
-
|
(1,987)
|
||||||
Net
income
|
-
|
-
|
-
|
5,986
|
-
|
5,986
|
||||||
Balance
at March 31,
2009
|
10,575,603
|
$
|
106
|
$
|
187,348
|
$
|
(53,401)
|
$
|
20
|
$
|
134,073
|
NOTE
2: Basis of
Presentation and Significant Accounting
Policies
|
For
the Three Months Ended March 31, 2009
|
||||||||||||
Data Acquisition
|
Data
|
|||||||||||
North America
|
International
|
Processing
|
Corporate
|
|
Total
|
|||||||
(In thousands)
|
||||||||||||
Revenue
|
$
|
35,855
|
$
|
108,236
|
$
|
2,828
|
$
|
-
|
$
|
146,919
|
||
Segment
income (loss)
|
$
|
1,034
|
$
|
17,452
|
$
|
159
|
$
|
(12,659
|
) $
|
5,986
|
||
Segment
assets (at end of period)
|
$
|
109,354
|
$
|
331,850
|
$
|
8,437
|
$
|
23,930
|
$
|
473,571
|
For
the Three Months Ended March 31, 2008
|
||||||||||||
Data Acquisition
|
Data
|
|||||||||||
North America
|
International
|
Processing
|
Corporate
|
|
Total
|
|||||||
(In thousands)
|
||||||||||||
Revenue
|
$
|
61,744
|
$
|
55,546
|
$
|
2,864
|
$
|
-
|
$
|
120,154
|
||
Segment
income (loss)
|
$
|
6,964
|
$
|
5,145
|
$
|
130
|
$
|
(8,376
|
)
$
|
3,863
|
||
Segment
assets (at end of period)
|
$
|
142,215
|
$
|
232,180
|
$
|
7,335
|
$
|
10,557
|
$
|
392,287
|
March
31,
|
December
31,
|
|||||
2009
|
2008
|
|||||
(In
thousands)
|
||||||
(Unaudited)
|
||||||
Revolving
credit lines-LIBOR plus 3.0% or prime plus 1.5%
|
$
|
58,549
|
$
|
43,979
|
||
Capital
lease obligations—7.08% to 12.68%
|
24,138
|
27,990
|
||||
Notes
payable from vendor financing arrangements—7.94% to 11.69%
|
16,268
|
18,977
|
||||
98,955
|
90,946
|
|||||
Less:
current
portion
|
(30,137
|
)
|
(33,096
|
)
|
||
$
|
68,818
|
$
|
57,850
|
|
Capital
Lease Obligations
|
Three
Months Ended
|
||||||||
March
31
|
||||||||
2009
|
2008
|
|||||||
Numerator:
|
||||||||
Net
Income
|
$
|
5,986
|
$
|
3,863
|
||||
Net
income applicable to common stockholders
|
$
|
3,959
|
$
|
2,587
|
||||
Denominator:
|
||||||||
Denominator
for basic earnings per common share
|
10,470
|
10,316
|
||||||
Effect
of dilutive securities:
|
||||||||
Stock
options
|
-
|
121
|
||||||
Warrants
|
-
|
-
|
||||||
Restricted
stock
|
106
|
157
|
||||||
Denominator
for diluted earnings per common share
|
10,576
|
10,594
|
||||||
Income
(loss) per common share:
|
||||||||
Basic
|
$
|
0.38
|
$
|
0.25
|
||||
Diluted
|
$
|
0.37
|
$
|
0.24
|
||||
|
Capital
Lease Obligations
|
3.1
|
Second
Amended Certificate of Designation of Series B Senior Convertible
Preferred Stock of Geokinetics, Inc. (incorporated by reference from
Exhibit 3.1 to Form 8-K filed on February 17,
2009)
|
10.1
|
Sixth
Amerndment to Second Amended and Restated Revolving Credit and Security
Agreement, dated February 11, 2009, by and among PNC Bank, National
Association, Geokinetics Inc. and its principal subsidiaries.
(incorporated by reference from Exhibit 10.1 to Form 8-K filed on February
17, 2009)
|
31.1
|
Certification
of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of
the Securities Exchange Act of 1934, as amended, filed
herewith.
|
31.2
|
Certification
of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of
the Securities Exchange Act of 1934, as amended, filed
herewith.
|
32.1
|
Certification
of Chief Executive Officer pursuant to Rule 13a-14(b) or Rule 15d-14(b)
and 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002 filed
herewith.
|
32.2
|
Certification
of Chief Financial Officer pursuant to Rule 13a-14(b) or Rule 15d-14(b)
and 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002 filed
herewith.
|
|
1.
|
I
have reviewed this Quarterly Report on Form 10-Q of Geokinetics
Inc.
|
|
2.
|
Based
on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
|
|
3.
|
Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
|
4.
|
The
registrant’s other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and
have:
|
|
a)
|
Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
|
|
b)
|
Designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
|
|
c)
|
Evaluated
the effectiveness of the registrant’s disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation;
and
|
|
d)
|
Disclosed
in this report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial
reporting; and
|
|
5.
|
The
registrant’s other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting,
to the registrant’s auditors and the audit committee of the registrant’s
board of directors (or persons performing the equivalent
functions):
|
|
a)
|
all
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information;
and
|
|
b)
|
any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant’s internal control
over financial reporting.
|
Date: May 8,
2009
|
/s/ Richard
F. Miles
|
|
Richard
F. Miles
|
||
President
and Chief Executive Officer
|
|
1.
|
I
have reviewed this Quarterly Report on Form 10-Q of Geokinetics
Inc.
|
|
2.
|
Based
on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
|
|
3.
|
Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
|
4.
|
The
registrant’s other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and
have:
|
|
a)
|
Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
|
|
b)
|
Designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
|
|
c)
|
Evaluated
the effectiveness of the registrant’s disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation;
and
|
|
d)
|
Disclosed
in this report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial
reporting; and
|
|
5.
|
The
registrant’s other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting,
to the registrant’s auditors and the audit committee of the registrant’s
board of directors (or persons performing the equivalent
functions):
|
|
a)
|
all
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information;
and
|
|
b)
|
any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant’s internal control
over financial reporting.
|
Date: May 8,
2009
|
/s/
Scott A. McCurdy
|
|
Scott
A. McCurdy
|
||
Vice
President and Chief Financial
Officer
|
Dated: May 8,
2009
|
/s/ Richard
F. Miles
|
|
Richard
F. Miles
|
||
President
and Chief Executive Officer
|
Dated: May 8,
2009
|
/s/
Scott A. McCurdy
|
|
Scott
A. McCurdy
|
||
Vice
President and Chief Financial
Officer
|