8-K

Form 8-K June 2, 2008

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Act of 1934

Date of Report (date of earliest event report):  June 2, 2008 (May 28, 2008)

GEOKINETICS INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization) 001-33460 (Commission File Number) 94-1690082 (I.R.S. Employer Identification Number)

1500 CityWest Blvd., Suite 800

Houston, Texas 77042

 (Address of principal executive offices)

(713) 850-7600

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

   Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of theregistrant under any of the following provisions:

 o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Form 8-K June 2, 2008 

ITEM 7.01                                Regulation FD Disclosure

On May 28, 2008, Geokinetics Inc., a Delaware corporation (the "Company"),  announced the participation of Richard F. Miles, the Company’s President and Chief Executive Officer, and Scott A. McCurdy, the Company’s Vice President and Chief Financial Officer, in the 2008 RBC Capital Markets Energy Conference on Monday, June 2, 2008, starting at 3:20 p.m. Eastern Daylight Time at the Ritz – Carlton Battery Park, New York, NY.  The press release is attached hereto as exhibit 99.1, the contents of which are furnished in its entirety.  The presentation is attached hereto as exhibit 99.2, the contents of which are furnished in its entirety.

The information in Item 7.01 of this Current Report on Form 8-K, including the exhibits, is deemed to be “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1932, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

ITEM 9.01                                Financial Statements and Exhibits.

(d)           Exhibits

                                       99.1   Press release announcing participation in the 2008 RBC Capital Markets Energy Conference.

                                       99.2   Presentation for the RBC Capital Markets Energy Conference.

Form 8-K June 2, 2008 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

GEOKINETICS INC.

Date:   June 2, 2008	By:	/s/ Scott A. McCurdy
		Scott A. McCurdy, Vice President and Chief Financial Officer

EX-99.1

Form 8-K

NEWS

RELEASE

Contact:                Scott McCurdy

Vice President and CFO

Geokinetics Inc.

(713) 850-7600

(713) 850-7330 FAX

FOR IMMEDIATE RELEASE

GEOKINETICS INC. TO PARTICIPATE IN THE 2008 RBC CAPITAL MARKETS ENERGY CONFERENCE

HOUSTON, TXMay 28, 2008 - Geokinetics Inc. (AMEX: GOK) announced that Richard Miles, the Company's President and Chief Executive Officer, and Scott McCurdy, the Company’s Vice President and Chief Financial Officer, will participate in the 2008 RBC Capital Markets Energy Conference on Monday, June 2, 2008, starting at 3:20 p.m. Eastern Daylight Time at the Ritz – Carlton Battery Park, New York, NY.

About Geokinetics Inc.

Geokinetics Inc., based in Houston, Texas, is a leading global provider of seismic acquisition and high-end seismic data processing services to the oil and gas industry.  Geokinetics has strong operating presence in North America and is focused on key markets internationally. Geokinetics operates in some of the most challenging locations in the world from the Arctic to mountainous jungles to the transition zone environments. More information about Geokinetics is available at www.geokinetics.com.

GEOKINETICS INC. (AMEX: GOK)

1500 CityWest Blvd, Suite 800, Houston, Texas  77042  (713) 850-7600  (713) 850-7330 FAX

EX-99.2

RBC Capital Markets
Energy Conference
June 2, 2008

Strong Experience - Focused Growth - Managing Risk

Forward-Looking Statements

ШThis presentation contains forward-looking statements.

ШForward-looking statements are based on management
 assumptions and analyses.

ШActual experience may differ and such differences may
 be material.

ШBacklog consists of written orders and estimates for our
 services which we believe to be firm. In many instances
 contracts are cancelable by customers so we may never
 realize some or all of our backlog, which may lead to
 lower than expected financial performance.

ШForward-looking statements are subject to uncertainties
 and risks which are disclosed in Geokinetics’ Annual
 Report on Form 10-K.

Market Data (at 5/28/2008)

• Exchange/Ticker: AMEX/GOK

• Market Capitalization: $199.3MM

• Enterprise Value$329.7MM*

Trading Data (at 5/28/2008)

• Common Shares Out.10.3 MM

• Average Volume32,941 shares/day

• Institutional Ownership54%

Key Financial Data (at 3/31/2008)

• Cash $23.8MM

• Debt$92.0MM

• Debt to Total Cap31.9%

* Debt, Preferred Equity and Cash as of 3/31/08

About Geokinetics

ШA Global Geophysical Contractor for
 Customer-Driven Seismic Services in
 Tough Environments & Frontier Zones

Exploit

Seismic Data Acquisition and Processing

Needed at All Stages of the E&P Cycle

“With 3-D seismic, we can understand the detailed geology much
better than before. And that translates to opportunities to drill new
wells to bolster production in mature fields.”
- ExxonMobil, The Lamp (2007 - Number 4)

Ш Increase drilling success rates

Ш Reduce finding and development costs

E&P Project Cycle

Equipment Providers

Sercel (CGV); ION Geophysical; OYO Geospace; Mitcham; Bolt Technologies

Data Acquisition
(Contractors)

WesternGeco (Schlumberger); CGGVeritas;
Petroleum Geo-Services; BGP; Geokinetics;
Dawson; Tidelands; and many more

Data
Processing
and Interpretation

Seismic Industry Structure

Company	Data Acquisition				M-C Data Library	Data Proc & Interp	Eqpmt.	Seismic Crews
	Marine Streamer	Land	TZ	OBC				Intl	US
Geokinetics									
Dawson									
Tidelands									
PGS									
BGP								
CGGVeritas (Sercel)									
WesternGeco (Schlumberger)									
Mitcham							
ION Geophysical							
Bolt Technologies							
OYO Geospace							

Geophysical Market

Strong Customer Relationships
(Partial Customer List)

Robust Industry Fundamentals

ШSeismic crew activity has grown steadily in land and increased
 rapidly in the marine streamer market in response to commodity
 prices, but still lags increase in drilling rigs

ШInternational plays (NOCs) are a key driver for seismic growth

–Pressure for continued growth in activity, even at lower
commodity prices

ШSeismic crew count in the U.S. is still less than the lowest levels
 in the 1990s when oil prices were near $20 per barrel

ШIncreasing demand for seabed seismic data acquisition
 (Transition Zone, Ocean Bottom Cable and 4D)

ШOil companies reloading prospect inventories

–Resource plays are big drivers

–Technical advances drive activity and create barriers to entry

–Recent trend for more specialized crews and equipment

ШFundamentals are strong, but we are continually monitoring
 for any trend toward overcapacity

Continue to

Leverage

Competitive Advantage

Grow Customer Base
& Expand into New
Markets

Strengthen
Complementary
Service Offerings

ШLeverage competitive advantage and expertise in
difficult land environments and offshore shallow water
zones to maximize profitability.

ШBetter assist customers with full range of seismic
services, from acquisition and processing to
interpretation and management.

ШPresence in 18 of 194 countries worldwide. Further
expand geographic presence and services offered.

Pursue Strategic
Acquisitions / Alliances
As Appropriate

ШContinue to monitor opportunities for prudent
expansion.

Capture New Market
Opportunities

ШLeverage operational expertise to pursue
opportunities in complementary markets such as OBC

Growth Strategy

Strong Experience - Focused Growth - Managing Risk

Operational Experience & Focus

Global Operations Map

Up the
Escarpment

Elements of Transition Zone

To Shallow

From Deepwater

150 feet

To Level
Ground

Surf Zone - New Zealand

Inter Tidal Zone - India

Typical Transition Zones

ШPurpose-built vessels designed for cost-
 effective mobilization by air, land
 or sea

–Up to 65’ in length,
ultra shallow draft vessels

–Fit into four 40’ containers

–Capable of operating
150 ft. water depth

Shallow Water - Transition Zones,
Lakes, Swamps and Offshore

ШLaunch of OBC operations using first Sercel SeaRay system

ШExpands offshore capabilities to 500 ft. water depth

ШCurrently using on extensive OBC projects
 on Australia’s N. W. Shelf

ШExpanding OBC capabilities near-term

–Enhancing operating efficiency

–Expanding operations

–Second SeaRay system on order

–Capture additional OBC projects

Ocean Bottom Cable (OBC) -
Capitalizing on Opportunities

Areas of Expertise and Opportunity

ШMountainous jungle environments

ШHigh channel count crews

ШState-of-the-art domestic operations

ШArctic environments

ШSocially and/or environmentally sensitive areas

Land Operations

Processing & Interpretation
Capabilities

ШFull suite of onshore and offshore proprietary seismic
 data processing services and interpretation products

–Geophysical processing

–Interpretation / well log analysis (existing database)

–Software

–Consulting Services

ШAdvanced Technologies for processing new data
 and reprocessing old data with new methods

–AVO, pre-stack time and depth imaging

–Multi-component and 4D

ШGlobal Reach

–Offices in US and UK

–P&I services stretch to all regions of the globe

ШComplements data acquisition services

–GROWTH OPPORTUNITY for follow on work;
currently less than 5%

Processing & Interpretation
Strategy

ШReorganization complete - benefits being realized

ШComplement acquisition, both in onshore and in
 offshore shallow water environments

ШEnhance multi-component processing capabilities

ШEnhance 4D processing techniques

ШImprove profitability through direct awards

–Recent success with new clients

North American Operations -
Canada

ШOperated five land crews during Canadian winter (1Q ‘08)

ШThree ION Vectorseis crews, two Sercel 428/408 crews

ШLeader in proprietary multi-component data acquisition

ШSercel equipment to move internationally for Summer

North American Operations -
United States

ШOperate up to 8 land crews all year

ШION RSR, Sercel 428 / 408 and Aram Aries

ШExperience throughout U.S.

ШCompetitive advantage in TX & LA swamp/marsh regions

ШProcessing center in Houston, Texas

International Operations -
Latin America

ШOperate up to 6 land crews all year

ШSercel 428 / 408 and Aram Aries

ШNear-term operations in Bolivia, Brazil and Colombia

ШMarket leader in Colombia with 19 years
 continuous presence

Ш40 years experience in Brazil with continuous presence
 since 2000

Seismic Recording
Over Difficult Terrain

International Operations -
Eastern Hemisphere

ШOperate up to 3 land crews, 3 transition zone crews and
 1 OBC crew

ШSercel SeaRay, Aram Aries, Sercel 408

ШNear-term operations in Australia, New Zealand,
 Bangladesh, Egypt, Tanzania and Mozambique

ШMarket leader in transition zone

ШSole provider of Sercel SeaRay

ШProcessing center in London (Woking), England

Strong Experience - Focused Growth - Managing Risk

Financial Strength

Capitalization

(1) Includes $1.4 million of restricted cash at 3/31/08 and 12/31/07

Capitalization as of March 31, 2008

YTD Financial Results

Ш2006 Pro Forma Results

§Grant had revenue of $104.2 million and Adjusted EBITDA of $14.8 million for
period ended 9/8/06

§Implies full year 2006 revenue of $329.4 million and Adjusted EBITDA of $38.0 million

§FY ’07 vs. FY ‘06 combined revenue growth of 9% and Adjusted EBITDA decline of 10%

1Q Revenues up 8% year-over-year; driven by Capital Investment Program

Comparative Actual Financial Results

($ thousands expect per share and operating data)

Pro Forma By Quarter

ШSeasonality is prevalent in operations

–Results from a variety of factors including Canadian working season in 1Q and thaw in 2Q,
and the budgeting cycle of international companies

Ш2Q07 impacted primarily by severe weather in the U.S. and a job being declared force majeure

ШQuarterly volatility reflects varying crew profitability due to fluctuations in size, job, location,
 utilization of crews and the timing of crew moves

Quarterly Pro Forma Revenue

Quarterly Pro Forma Adjusted EBITDA

($ in millions)

($ in millions)

Note: Adjusted EBITDA reflects $727k of Grant’s Abandoned IPO expenses and $12.9 million of expenses related to the Grant Acquisition consisting primarily of investment advisor and professional
fees, payout under phantom stock plan and completion bonuses which are added back in 3Q06 as well as $3.2 million of one-time severance costs in 3Q07.

Investing for Growth

ШInvested $95 million in 2007:

–New state-of-the-art equipment
(67% received in second half of year)

–Expanded recording capacity

–Entered OBC market

–Upgraded US crews

Ш2008 capital expenditure budget
 of $65 million*, $26 million invested in 1Q ‘08

Ш118,000 channels at 3/31/08 vs. 94,000
 channels at 3/31/07, a 20% increase

ШMaintenance CAPEX averages 3% to 4%
 of revenues

ШCapital investment decisions are based
 on an average expected payback of
 less than three years EBITDA

*Subject to amendment to loan covenants

Sercel SeaRay

Near-Term Growth

ШQuarterly record
seismic data
acquisition and data
processing backlog
of $417 million as of
March 31, 2008

ШSubstantial amount of
2008 covered by
current backlog,
remainder to be
completed in 2009 and
2010

311

283

321

381*

*Includes a $59 million job in Argentina which has been removed from current
backlog due to continued delays and uncertainty.

411*

Backlog Trend

2008 Value Drivers

ШReap benefit of US Crew Upgrades
 Completed in 1Q ‘08

ШIncreased Recording Capacity
 Driving Revenue Growth

ШNew Operations in Angola, Bolivia, Mozambique
 and Tanzania

ШExpand TZ / OBC Capacity

ШPositive Earnings from Processing & Interpretation

Why Buy GOK?

ШRecord backlog provides visible growth through 2008
 and into 2009

ШLeader in high-value transition zone/OBC niche

ШImproving data acquisition operating margins

ШIntegration of acquired companies substantially complete

ШRecent investments of $121 MM in new revenue-generating
 equipment and upgrades

ШSolid domestic operations with strong
 international upside

ШFirst-mover advantage in large markets with
 long-term visibility (Australia and Angola)

RBC Capital Markets
Energy Conference
June 2, 2008

Strong Experience - Focused Growth - Managing Risk