Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of "accelerated filer", "large accelerated filer", and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (check one):

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes o No ý

At August 5, 2010, there were 17,696,113 shares of common stock, par value $0.01 per share, outstanding.

Geokinetics, Inc. (the "Company") is filing this Amendment No. 1 to the Quarterly Report on Form 10-Q (the "Form 10-Q/A") to amend its Quarterly Report on Form 10-Q for the quarter ended March 31, 2010, which was filed with the Securities and Exchange Commission ("SEC") on May 7, 2010 (the "Original Filing" and together with the Form 10-Q/A, the "Form 10-Q") to include restated unaudited consolidated financial statements as described in Note 2 to the unaudited consolidated financial statements.

The Company has also filed an Amendment No. 1 to the Annual Report on Form 10-K (the "Form 10-K/A") to amend its Annual Report on Form 10-K for the year ended December 31, 2009, which was filed with the Securities and Exchange Commission ("SEC") on March 15, 2010 (the "Original Filing" and together with the Form 10-K/A, the "Form 10-K") to include restated consolidated financial statements as described in Note 2 to the consolidated financial statements.

The Company has restated its previously issued consolidated financial statements as of and for the year ended December 31, 2009 and unaudited consolidated financial statements as of and for the quarter ended March 31, 2010 to reflect the Company's adoption of ASC 815-40-15 "Derivatives and Hedging-Contracts in Entity's own Equity" effective January 1, 2009, which significantly changes how the Company accounts for derivative liabilities, specifically related to certain warrants, the conversion feature embedded in its convertible preferred stock and related gains and losses from the change in fair market value of these derivative liabilities. Beginning January 1, 2009, the Company is required to account for the embedded derivative related to the conversion feature in the convertible preferred stock and certain warrants as derivative liabilities due to anti-dilution price protection features contained in these instruments.

The Company's original filing reflected certain warrants to purchase 240,000 shares of the Company's common stock as stockholders' equity and did not bifurcate the fair value of the conversion feature embedded in the convertible preferred stock at December 31, 2009. The impact of this accounting change as of and for the year ended December 31, 2009 is an increase in the Company's loss applicable to common stockholders of $11.7 million, a decrease in additional paid in capital of $8.1 million, a decrease in accumulated deficit of $3.0 million and an increase in derivative liabilities of $9.3 million. The impact of this accounting change as of and for the quarter ended March 31, 2010 is a decrease in the Company's loss applicable to common stockholders of $0.9 million, a decrease in additional paid in capital of $0.3 million, a decrease in accumulated deficit of $1.1 million, a decrease in derivative liabilities of $0.9 million and a decrease in convertible preferred stock of $4.2 million.

The revisions relate to non-operating and non-cash items as of and for the year ended December 31, 2009 and as of and for the quarter ended March 31, 2010, and did not impact the Company's consolidated financial statements for periods prior to January 1, 2009. The restatement does not change the Company's previously reported revenues, operating income or cash and cash equivalents shown in its consolidated financial statements for the year ended December 31, 2009 or for the quarter ended March 31, 2010.

This Form 10-Q/A amends Part I of the Company's Original Filing to reflect the adoption of ASC 815-40. For the convenience of the reader, this Quarterly Report on Form 10-Q/A sets forth the Original Filing in its entirety. Other than as described above, none of the other disclosures in the Original Filing have been amended or updated. Among other things, forward-looking statements made in the Original Filing have not been revised to reflect events that occurred or facts that became known to the Company after the filing of the Original Filing, and such forward-looking statements should be read in their historical context. Accordingly, this Quarterly Report on Form 10-Q/A should be read in conjunction with the Company's filings with the Securities and Exchange Commission subsequent to the Original Filing.

Geokinetics Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(In thousands, except share amounts)

		December 31, 2009			March 31, 2010

					(Unaudited) (Restated)
ASSETS
Current assets:
Cash and cash equivalents		$	10,176		$	37,702
Restricted cash			121,837			3,901
Accounts receivable, net of allowance for doubtful accounts of $1,167 at December 31, 2009 and $5,110 at March 31, 2010			143,944			182,014
Deferred costs			14,364			13,793
Prepaid expenses and other current assets			10,488			21,364

	Total current assets		300,809			258,774
Property and equipment, net			187,833			278,367
Restricted cash to be used for PGS Onshore acquisition			183,920			—
Goodwill			73,414			125,781
Multi-client data library, net			6,602			34,325
Deferred financing costs, net			10,819			11,039
Other assets, net			8,293			15,186

Total assets		$	771,690		$	723,472
LIABILITIES, MEZZANINE AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term debt and current portion of long-term debt and capital lease obligations		$	68,256		$	1,588
Accounts payable			55,390			48,457
Accrued liabilities			61,814			76,728
Deferred revenue			14,081			16,673
Income taxes payable			15,335			15,583

Total current liabilities			214,876			159,029
Long-term debt and capital lease obligations, net of current portion			296,601			296,616
Deferred income taxes			6,486			21,327
Derivative liabilities			9,317			8,416
Other long-term liabilities			—			1,122
Mandatorily redeemable preferred stock			32,104			32,139

Total liabilities			559,384			518,649
Commitments & Contingencies
Mezzanine equity:
Preferred stock, Series B Senior Convertible, $10.00 par value; 2,500,000 shares authorized, 290,197 shares issued and outstanding as of December 31, 2009 and 298,347 shares issued and outstanding as of March 31, 2010			66,976			68,853

Stockholders' equity:
Common stock, $.01 par value; 100,000,000 shares authorized, 15,578,528 shares issued and 15,296,839 shares outstanding as of December 31, 2009 and 17,959,778 shares issued and 17,657,657 shares outstanding as of March 31, 2010			156			179
Additional paid-in capital			215,859			235,235
Accumulated deficit			(70,705	)		(99,464	)
Accumulated other comprehensive income			20			20

Total stockholders' equity			145,330			135,970

Total liabilities, mezzanine and stockholders' equity		$	771,690		$	723,472

Condensed Consolidated Statements of Operations

(In thousands, except per share amounts)

(Unaudited)

	Three Months Ended March 31,

	2009			2010
				(Restated)
Revenue:
Seismic acquisition	$	144,092		$	97,146
Multi-client		—			6,118
Data processing		2,827			2,484

Total revenue		146,919			105,748

Expenses:
Seismic acquisition and multi-client		106,057			81,404
Data processing		2,177			2,480
Depreciation and amortization		12,496			19,588
General and administrative		13,303			20,093

Total Expenses		134,033			123,565

Loss on disposal of property and equipment		(193	)		(391	)

Income (loss) from operations		12,693			(18,208	)

Other income (expenses):
Interest income		134			168
Interest expense		(1,611	)		(10,173	)
Loss on early redemption of debt		—			(2,517	)
Gain (loss) on change in fair value of derivative liabilities		(470	)		1,107
Foreign exchange gain (loss)		(74	)		949
Other, net		50			360

Total other expenses, net		(1,971	)		(10,106	)

Income (loss) before income taxes		10,722			(28,314	)
Provision for income taxes		5,206			445

Net income (loss)		5,516			(28,759	)
Returns to preferred stockholders:
Dividend and accretion costs		(2,379	)		(2,392	)

Income (loss) applicable to common stockholders	$	3,137		$	(31,151	)

Income per common share
Basic	$	0.30		$	(1.84	)
Diluted	$	0.30		$	(1.84	)
Weighted average common shares outstanding
Basic		10,470			16,915
Diluted		10,576			16,915

Geokinetics Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(In thousands)

		Three Months Ended March 31,

		2009			2010
					(Restated)
OPERATING ACTIVITIES
Net income(loss)		$	5,516		$	(28,759	)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			12,495			19,588
Loss on prepayment of debt, amortization of deferred financing costs, and accretion of debt discount			122			3,479
Stock-based compensation			457			603
Gain (loss) on sale of assets and insurance claims			193			391
(Gain) loss from change in fair value of derivative liabilities			470			(1,107	)
Changes in operating assets and liabilities:
Restricted cash			4,659			(1,947	)
Accounts receivable			(47,366	)		26,186
Prepaid expenses and other assets			4,142			(2,076	)
Accounts payable			7,906			(24,655	)
Accrued and other liabilities			11,510			(11,510	)

Net cash provided by (used in) operating activities			104			(19,807	)

INVESTING ACTIVITIES
Investment in multi-client data library			(1,521	)		(5,143	)
Acquisition, net of cash acquired			—			(180,832	)
Proceeds from disposal of property and equipment and insurance claims			123			118
Purchases and acquisition of property and equipment			(8,431	)		(2,058	)
Change in restricted cash held for purchase of PGS Onshore			—			303,803

	Net cash (used in) provided by investing activities		(9,829	)		115,888

FINANCING ACTIVITIES
Proceeds from borrowings			54,209			10
Stock issuance costs			(13	)		(44	)
Proceeds from stock issuance			—			1,806
Payments of debt issuance costs			—			(1,790	)
Payments on capital lease obligations and vendor financings			(11,642	)		(23,673	)
Payments on debt			(36,061	)		(44,864	)

Net cash provided by (used in) financing activities			6,493			(68,555	)

Net (decrease) increase in cash			(3,232	)		27,526
Cash at beginning of period			13,341			10,176

Cash at end of period		$	10,109		$	37,702

Supplemental disclosures related to cash flows:
Interest paid		$	1,589		$	924
Taxes paid		$	1,965		$	3,049
Purchase of equipment under capital lease and vendor financing obligations		$	1,503		$	—

Geokinetics Inc. and Subsidiaries

Condensed Consolidated Statements of Stockholders' Equity

and Other Comprehensive Income

(In thousands, except share data)

(Unaudited)

		Common Stock		Additional Paid-in Capital			Accumulated Deficit			Accumulated Other Comprehensive Income		Total

Balance at January 1, 2010	15,578,528	$	156	$	215,859		$	(70,705	)	$	20	$	145,330
Stock-based compensation	—		—		603			—			—		603
Restricted stock issued, net	20,434		—		—			—			—		—
Accretion of preferred issuance costs and discounts (restated)	—		—		(314	)		—			—		(314	)
Accrual of preferred dividends	—		—		(2,078	)		—			—		(2,078	)
Issuance of common stock to underwriters under overallotment option	207,200		2		1,804			—			—		1,806
Issuance of common stock for PGS Onshore Acquisition	2,153,616		21		19,405			—			—		19,426
Cost of issuance	—		—		(44	)		—			—		(44	)
Net loss (restated)	—		—		—			(28,759	)		—		(28,759	)

Balance at March 31, 2010	17,959,778	$	179	$	235,235		$	(99,464	)	$	20	$	135,970

Geokinetics Inc. (collectively with its subsidiaries, the "Company"), a Delaware corporation, founded in 1980, is based in Houston, Texas. The Company is a global provider of seismic data acquisition, processing and interpretation services, and a leader in providing land, marsh and swamp ("Transition Zone") and shallow water ocean bottom cable ("OBC") environment acquisition services to the oil and natural gas industry. Seismic data is used by oil and natural gas exploration and production ("E&P") companies to identify and analyze drilling prospects and maximize successful drilling. The Company, which has been operating in some regions for over twenty years, provides seismic data acquisition services in North, Central and South America, Africa, the Middle East, Australia/New Zealand and the Far East. The Company primarily performs three-dimensional ("3D") seismic data surveys for customers in the oil and natural gas industry, which include many national oil companies, major international oil companies and smaller independent E&P companies. In addition, the Company performs a significant amount of work for seismic data library companies that acquire seismic data to license to other E&P companies, and it also maintains its own multi-client data library whereby the Company maintains full or partial ownership of data acquired for future licensing. The Company's multi-client data library consists of data covering various areas in the United States and Canada.

The unaudited condensed consolidated financial statements contained herein have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"). The accompanying financial statements include all adjustments which are, in the opinion of management, necessary to provide a fair presentation of the financial condition and results of operations for the periods presented. All such adjustments are of a normal recurring nature. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted in this Form 10-Q/A pursuant to the rules and regulations of the SEC. These financial statements should be read in conjunction with the consolidated financial statements and notes included in the Company's latest Annual Report on Form 10-K/A for the year ended December 31, 2009. The results of operations for the three months ended March 31, 2010, are not necessarily indicative of the results to be expected for the full year ending December 31, 2010.

Effective February 12, 2010, the Company completed the acquisition of the onshore seismic data acquisition and multi-client data library business of Petroleum Geo-Services ASA ("PGS Onshore"). The results of operations and financial condition of the Company as of and for the three months ended March 31, 2010 have been impacted by this acquisition, which may affect the comparability of certain of the financial information contained in this Quarterly Report on Form 10-Q/A. This acquisition is described in more detail in Note 3.

Certain reclassifications have been made to prior period financial statements to conform to the current presentation.

The Company has restated its previously issued consolidated financial statements as of and for the year ended December 31, 2009 and as of and for the quarter ended March 31, 2010 to reflect the Company's adoption of ASC 815-40-15-5 through 7 "Derivatives and Hedging-Contracts in Entity's own

NOTE 2: Basis of Presentation and Significant Accounting Policies (Continued)

Equity" which significantly changes how the Company accounts for derivative liabilities and related gains and losses from the change in fair market value of these derivative liabilities. The Company has also filed an Amendment No. 1 to the Annual Report on Form 10-K (the "Form 10-K/A") to amend its Annual Report on Form 10-K for the year ended December 31, 2009, which was filed with the Securities and Exchange Commission ("SEC") on March 15, 2010 (the "Original Filing" and together with the Form 10-K/A, the "Form 10-K") to include restated consolidated financial statements as described in Note 2 to the consolidated financial statements.

Beginning January 1, 2009, the Company is required to account for the embedded derivative related to the conversion feature in the convertible preferred stock and certain warrants as derivative liabilities. The Company is required to mark to market at the end of each reporting period the value of the derivative liabilities. The Company revalues these derivative liabilities at the end of each reporting period by using available market information and commonly accepted valuation methodologies. The periodic change in value of the derivative liabilities is recorded as either non-cash derivative income (if the value of the embedded derivative and warrants decrease) or as non-cash derivative expense (if the value of the embedded derivative and warrants increase). Although the values of the embedded derivative and warrants are affected by interest rates, the remaining contractual conversion period and the Company's stock volatility, the primary cause of the change in the values will be the value of the Company's Common Stock. If the stock price goes up, the value of these derivatives will generally increase and if the stock price goes down the value of these derivatives will generally decrease.

As part of the issuance of convertible preferred stock on July 28, 2008, the Company issued 240,000 warrants at an exercise price of $20.00, which expire on July 28, 2013. The Company recorded the preferred stock net of the fair value of the warrants issued and recorded the fair value of the warrants for approximately $1.5 million as additional paid in capital.

On December 18, 2009, the exercise price of the July 28, 2008 warrants was adjusted to $9.25 per share as a result of an offering of common stock in accordance with price adjustment sections of the warrants. The warrants contain a down-round provision which results in the warrant no longer being deemed to be indexed to the Company's own stock. During the restatement, amounts previously classified in equity were reclassified to liabilities as of January 1, 2009. For each subsequent reporting quarter, the value of the embedded derivative and investor warrants was revalued using available market information and commonly accepted valuation methodologies. The resulting impact of this accounting change as of and for the year ended December 31, 2009 is an increase in the Company's net loss applicable to common stockholders of $11,710, a decrease in the Company's additional paid-in capital of $8,068, a decrease in the Company's accumulated deficit of $3,020, a decrease in preferred stock of $4,269 and an increase in derivative liabilities of $9,317. A table summarizing these results can be found in Note 2 to the consolidated financial statements in the Company's 2009 Form 10-K/A.

The revisions relate to non-operating and non-cash items as of and for the fiscal year ended December 31, 2009. ASC 815-40 did not impact the Company's financial statements for periods ending December 31, 2008 or earlier (amounts in thousands except shares and per share data).

NOTE 2: Basis of Presentation and Significant Accounting Policies (Continued)

The following summarizes the effect of the restated adjustments on amounts previously reported as of, and for the quarter ended March 31, 2010 (in thousands except per share amounts).

		As Reported March 31, 2010			Cumulative Effect of Adjustment as of January 1, 2009			Current Quarter Effect			As Restated March 31, 2010

Balance sheet data:
Derivative liabilities		$	—		$	9,317		$	(901	)	$	8,416
Preferred stock			73,076			(4,269	)		46			68,853
Stockholders' equity
	Common stock		179			—			—			179
	Additional paid in capital		243,555			(8,068	)		(252	)		235,235
	Accumulated deficit		(103,591	)		3,020			1,107			(99,464	)
	Accumulated other comprehensive income		20			—			—			20

Total stockholders' equity			140,163			(5,048	)		855			135,970

Results of operations data
Change in fair value of derivative liabilities			—			—			1,107			1,107
Net income (loss) before income taxes			(29,421	)		—			1,107			(28,314	)
Total provision for income taxes			445			—			—			445

Net income (loss)			(29,866	)		—			1,107			(28,759	)
Dividend and accretion costs			(2,140	)		—			(252	)		(2,392	)

Loss applicable to common stockholders		$	(32,006	)	$	—		$	855		$	(31,151	)

Earnings loss per share—basic and diluted			(1.89	)								(1.84	)
Weighted average common shares outstanding			16,915,000									16,915,000

The adjustments relate to the cumulative effect of adopting ASC 815-40-15 and the current period effect relating to the accretion of the additional discount resulting from the bifurcation of the embedded derivatives and the change in the fair value of these derivative liabilities during the year ended December 31, 2009 and the quarter ended March 31, 2010. See additional comments in the derivative liabilities policy below.

The multi-client data library consists of seismic surveys that are licensed to customers on a non-exclusive basis. The Company capitalizes all costs directly associated with acquiring and processing the data, including the depreciation of the assets used in production of the surveys. The capitalized cost of the multi-client data is charged to depreciation and amortization in the period the sales occur based on the greater of the percentage of total estimated costs to the total estimated sales multiplied by actual sales, known as the sales forecast method, or the straight-line amortization method over five years. This minimum straight-line amortization is recorded only if minimum amortization exceeds the cost of services calculated using the sales forecast method.

The Company periodically reviews the carrying value of the multi-client data library to assess whether there has been a permanent impairment of value and records losses when it is determined that

NOTE 2: Basis of Presentation and Significant Accounting Policies (Continued)

estimated future sales are not expected to be sufficient to cover the carrying value of the asset. Amortization for the three months ended March 31, 2010 was $4.3 million. No amortization was recorded for the same period in 2009 as the Company had not entered the multi-client data library business.

Deferred financing costs include costs related to the issuance of debt which are amortized to interest expense using the straight-line method, which approximates the interest method, over the maturity periods of the related debt. During the first quarter of 2010, in connection with the PGS Onshore acquisition, the Company recorded approximately $1.8 million of additional costs primarily related to its new credit facility with Royal Bank of Canada ("RBC"). Amortization and write-off of deferred financing costs for the three months ended March 31, 2009 and 2010, was $0.2 million and $1.6 million, respectively.

In June 2008, the FASB ratified guidance included in ASC 815-40-15 "Derivatives and Hedging-Contracts in Entity's Own Equity-Scope and Scope Exceptions," which establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts. The guidance which was effective January 1, 2009 provides that an entity should use a two-step approach to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock, including evaluating the instrument's contingent exercise and settlement

NOTE 2: Basis of Presentation and Significant Accounting Policies (Continued)

provisions. ASC 815-40-15 indicates that "contracts issued or held by that reporting entity that are both (1) indexed to its own stock and (2) classified in stockholders' equity in its statement of financial position" should not be considered derivative instruments ("Topic 815 Scope Exception").

The Company's convertible preferred stock has been recognized as "temporary equity," or outside of permanent equity and liabilities, in the Company's consolidated balance sheet as it does not meet the definition of mandatorily redeemable under FASB ASC Topic 480, "Distinguishing Liabilities from Equity" because redemption is contingent upon the holders not exercising their conversion option and the host contract is classified as temporary equity in accordance with SEC guidance. The two embedded features in the convertible preferred stock did not require bifurcation under ASC Topic 815 since, prior to the implementation of ASC 815-40-15, the conversion feature met the Topic 815 Scope Exception and the applicable criteria in the FASB guidance covering the accounting for derivative financial instruments indexed to, and potentially settled in, a company's own stock, and the redemption feature was determined to be clearly and closely related to the host contract, therefore, failing the FASB criteria requiring bifurcation. Since there was no bifurcation of the embedded features there was no separate accounting for those features.

As further described in Note 6, Preferred and Common Stock, the Company has convertible preferred stock issued and outstanding and outstanding common stock warrants issued in connection with a preferred stock issuance in July 2008. Prior to the implementation of ASC 815-40-15, the warrants were classified as permanent equity because they met the Topic 815 Scope Exception and all of the criteria in the FASB guidance covering the accounting for derivative financial instruments indexed to, and potentially settled in, a company's own stock. However, both the convertible preferred stock conversion feature and warrants contain settlement provisions such that if the Company makes certain equity offerings in the future at a price lower than the conversion prices of the instruments, the conversion ratio would be adjusted.

ASC 815-40-15 provides that an instrument's strike price or the number of shares used to calculate the settlement amount are not fixed if its terms provide for any potential adjustment, regardless of the probability of such adjustment(s) or whether such adjustments are in the entity's control. If the instrument's strike price or the number of shares used to calculate the settlement amount are not fixed, the instrument (or embedded feature) would still be considered indexed to an entity's own stock if the only variables that could affect the settlement amount would be inputs to the fair value of a "fixed-for-fixed" forward or option on equity shares. Both the warrants and the preferred stock contain a price protection provision (or down-round provision) that reduces the warrant strike price or preferred conversion rate in the event the Company issues additional shares at a more favorable price than the strike price.

Under the provisions of ASC 815-40-15 the embedded conversion feature in the Company's preferred stock and warrants are not considered indexed to the Company's stock because future equity offerings (or sales) of the Company's stock are not an input to the fair value of a "fixed-for-fixed" option on equity shares. Accordingly, effective January 1, 2009 the Company's warrants and the embedded derivative portion of the preferred stock are recognized as liabilities in the Company's consolidated balance sheet.

In accordance with ASC 815-10-65-3 "Derivatives and Hedging-Overall-Transition and Open Effective Date Information-Transition Related to EITF Issue No. 07-05, "Determining Whether an Instrument (or Embedded Feature) Is Indexed to an Entity's Own Stock," the cumulative effect of this

NOTE 2: Basis of Presentation and Significant Accounting Policies (Continued)

change in accounting principle is recognized as an adjustment to the opening balance of the Company's equity on January 1, 2009. The preferred stock host, the conversion feature, the warrant and the cumulative effect adjustment are determined based on amounts that would have been recognized if the guidance in ASC 815-40-15 had been applied from the date the preferred stock and warrants were issued. The preferred stock host will remain classified in temporary equity, excluding the conversion feature, following the applicable SEC guidance. In accordance with FASB guidance covering the recognition of embedded derivatives in ASC Topic 815, the fair value of the conversion feature is bifurcated from the host instrument and recognized as a liability on the Company's consolidated balance sheet. The warrants are recognized at fair value as a liability on the Company's consolidated balance sheet. The fair value of the conversion feature, the warrants and other issuance costs of the preferred stock financing transaction, are recognized as a discount to the preferred stock host. The discount will be accreted to the preferred stock host from the Company's paid in capital, treated as a deemed dividend, over the period from the issuance date through the earliest redemption date of the preferred stock.

Effective January 1, 2008, we adopted ASC Topic 820 as it relates to financial assets and financial liabilities, which defines fair value, establishes a framework for measuring fair value under generally accepted accounting principals and expands disclosures about fair value measurements. The provisions of this standard apply to other accounting pronouncements that require or permit fair value measurements. This guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Hierarchical levels, as defined in this guidance and directly related to the amount of subjectivity associated with the inputs to fair valuations of these assets and liabilities are as follows:

NOTE 2: Basis of Presentation and Significant Accounting Policies (Continued)

The reported fair values for financial instruments that use Level 2 and Level 3 inputs to determine fair value are based on a variety of factors and assumptions. Accordingly, certain fair values may not represent actual values of our financial instruments that could have been realized as of March 31, 2010 or that will be realized in the future and do not include expenses that could be incurred in an actual sale or settlement. The carrying amounts of cash and cash equivalents, accounts receivable, and accounts payable and short-term debt approximate their fair value due to the short maturity of those instruments. The Company's assets (liabilities) measured at fair value on a recurring basis was determined using the following inputs (in thousands):

Beginning January 1, 2009, the Company records derivative liabilities on its balance sheet as derivative liabilities related to certain warrants and the conversion feature embedded in the preferred stock.

As of March 31, 2010, we determined that, using a Monte Carlo Valuation Model, the fair value of the conversion feature embedded in the Series B preferred stock and warrants to be $7,439 and $977, respectively, which had decreased since December 31, 2009. Accordingly, we recognized a gain on the change in the fair value of the embedded derivative and warrants of $1,107 for the quarter ended March 31, 2010.

The assumptions used in the model to determine the fair value of the warrants included the warrant exercise price of $9.25 per share, the Company's stock price on March 31, 2010 of $7.21 per share, risk-free discount rate of 1.76% and volatility of 95.84%. The assumptions used in the model to determine the fair value of the embedded conversion feature included the Series B conversion price of $17.44 per share on March 31, 2010, the Company's stock price on March 31, 2010 of $7.21 per share, risk-free discount rate of 2.81% and volatility of 95.84%.

The accretion of the additional discount to the preferred stock resulting from bifurcating the Series B conversion feature totaled $252 for the quarter ended March 31, 2010. The fair value of the Series B conversion feature related to preferred shares issued during the thru months ended March 31, 2010 was $206.

NOTE 2: Basis of Presentation and Significant Accounting Policies (Continued)

A reconciliation of the Company's derivative liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) is as follows (in thousands):

The Company is not a party to any hedge arrangements, commodity swap agreement or any other derivative financial instruments. The Company's seismic data acquisition and seismic data processing segments utilize foreign subsidiaries and branches to conduct operations outside of the United States. These operations expose the Company to market risks from changes in foreign exchange rates.

In May 2009, the Financial Accounting Standards Board (FASB) issued ASC Topic 855, "Subsequent Events." This topic defines subsequent events as events or transactions that occur after the balance sheet date, but before the financial statements are issued. It defines two types of subsequent events: recognized subsequent events, which provide additional evidence about conditions that existed at the balance sheet date, and non-recognized subsequent events, which provide evidence about conditions that did not exist at the balance sheet date, but arose before the financial statements were issued. Recognized subsequent events are required to be recognized in the financial statements, and non-recognized subsequent events are required to be disclosed. The ASC Topic 855 requires entities to disclose the date through which subsequent events have been evaluated, and the basis for that date. ASC Topic 855 is consistent with current practice and does not have any impact on the Company's results of operations, financial condition or liquidity. The required disclosures are included in the notes to the Consolidated Financial Statements.

In June 2009, the FASB issued ASC Topic 105, "The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles." The statement makes the FASB Accounting Standards Codification (the Codification) the single source of authoritative U.S. accounting and reporting standards, but it does not change U.S. GAAP. The ASC Topic 105 is effective for interim and annual periods ending after September 15, 2009. The Company has adopted ASC Topic 105 and the consolidated financial statements for the year ended December 31, 2009 reflect the Codification references. The statement had no impact on the Company's results of operations, financial condition or liquidity.

NOTE 2: Basis of Presentation and Significant Accounting Policies (Continued)

In January 2010, the FASB issued new accounting guidance to require additional fair value related disclosures including transfers into and out of Levels 1 and 2 and separate disclosures about purchases, sales, issuances, and settlements relating to Level 3 measurements. It also clarifies existing fair value disclosure guidance about the level of disaggregation and about inputs and valuation techniques. This new guidance is effective for the first reporting period beginning after December 15, 2009 except for the requirement to separately disclose purchases, sales, issuances and settlements relating to Level 3 measurements, which is effective for the first reporting period beginning after December 15, 2010. The Company's adoption of this new guidance did not have a material impact on its financial position, results of operations or cash flows. The Company expects that the adoption of the Level 3 related gross disclosure requirement, which is effective in 2011, will not have a material impact on the financial position, results of operations or cash flows.

On December 3, 2009, the Company agreed with Petroleum Geo-Services ASA and certain of its subsidiaries ("PGS") to acquire PGS Onshore. The Company closed this transaction on February 12, 2010. The PGS Onshore acquisition (the "Acquisition") provides the Company a significant business expansion into Mexico, North Africa, the Far East and in the United States, including Alaska. In addition, the Acquisition substantially increased the Company's multi-client data library. As a result of the Acquisition, the Company has acquired a multi-client data library covering approximately 5,500 square miles located primarily in Texas, Oklahoma, Wyoming and Alaska.

The operations of PGS Onshore were combined with those of the Company since February 12, 2010. The Acquisition was accounted for by the purchase method, with the purchase price being allocated to the fair value of assets purchased and liabilities assumed. As of March 31, 2010, the allocation of the purchase price of PGS Onshore was based upon preliminary fair value studies due to the short period between the date of the acquisition and the end of the quarter. Estimates and assumptions are subject to change upon the receipt and management's review of the final valuations

and the completion of various audits that could impact the starting balance sheet of PGS Onshore. The preliminary allocations of the purchase price for the Acquisition are as follows (in thousands):


Purchase price:
Cash	$	183,411
Issuance of 2,153,616 shares of the Company's common stock at market value of $9.02 per share		19,426

Total consideration			$	202,837
Allocation of purchase price:
Current assets, including cash of $2.6 million	$	75,039
Property and equipment		103,741
Multi-client data library		26,700
Other intangible assets		6,200
Other long-term assets		1,429
Goodwill		52,367

Total assets acquired			$	265,476
Current liabilities	$	45,683
Other long-term liabilites		1,122
Deferred income taxes		15,834

Total liabilities assumed			$	62,639

Net assets acquired			$	202,837

The purchase price is subject to certain additional working capital adjustments after closing. In addition, in connection with the acquisition, the Company agreed to reimburse PGS for certain costs incurred through the acquisition date related to two ongoing multi-client data library projects subject to certain requirements being met. The Company paid approximately $202.8 million at closing, and this amount is subject to certain additional adjustments after closing.

To fund the cash portion of the purchase price, Geokinetics Holdings USA, Inc, a wholly-owned subsidiary of Geokinetics, issued $300 million aggregate principal amount of its 9.75% senior secured notes due 2014 in a private offering in 2009. The proceeds of this sale were held in escrow until the closing of the PGS Onshore acquisition. On February 12, 2010, the Company used the restricted cash amounts held in escrow to finance the cash portion of the Acquisition for approximately $183.4 million. The Company also repaid its existing revolving credit facility with an outstanding balance of approximately $45.8 million and repaid outstanding capital leases and other vendor financing for approximately $22.0 million. Costs associated with the Acquisition of approximately $1.3 million in the fourth quarter of 2009, and $1.5 million in the first quarter of 2010 are included in general and administrative expenses.

The following summarized unaudited pro forma consolidated income statement information for the three months ended March 31, 2010 and 2009, assumes that the PGS Onshore acquisition had occurred as of the beginning of the periods presented. The Company has prepared these unaudited pro forma financial results for comparative purposes only. These unaudited pro forma financial results may not be indicative of the results that would have occurred if Geokinetics had completed the acquisition as of

the beginning of the periods presented or the results that may be attained in the future. Pro forma results are as follows (in thousands, except for the per share amounts):

At December 31, 2009 and March 31, 2010, multi-client seismic library costs and accumulated amortization consisted of the following (in thousands):

The Company's long-term debt and capital lease obligations were as follows (in thousands):

PNC Credit Facility. The Company had a Revolving Credit, Term Loan and Security Agreement (collectively, the "Credit Agreement") with PNC Bank, National Association ("PNC"), as lead lender. As amended, the syndicated Credit Agreement provided the Company with a $70.0 million revolving credit facility ("Revolver") maturing May 24, 2012.

The amount available to borrow under the Revolver was dependent upon the calculation of a monthly borrowing base that was composed of eligible accounts receivable and eligible fixed assets. PNC had first lien on all of the Company's assets. Based on the Company's borrowing base calculation in effect at December 31, 2009, the Company had available credit under this facility of $58.1 million reduced by standby letters of credit issued by PNC under the revolver totaling $2.3 million. At December 31, 2009, the Company had a balance of $44.6 million drawn under the Revolver. The rate of the PNC facility was the prime rate plus 1.5%, 4.75% at December 31, 2009. These amounts were repaid on February 12, 2010 in connection with the closing of the PGS Onshore acquisition. The Company's revolving credit line balance on that date was $45.8 million. The Company recorded a loss of $1.2 million on the redemption of the facility which consisted of $1 million related to the acceleration of costs that were being amortized over the expected life of the facility, and approximately $0.2 million related to prepayment penalties.

RBC Credit Facility. On February 12, 2010, Geokinetics Holdings completed the closing of a $50 million revolving credit facility and letters of credit for the account of Geokinetics Holdings under the terms of a Credit Agreement with RBC (the "RBC Facility"). The RBC Facility matures on February 12, 2013. The Company may borrow, repay and re-borrow under this revolving credit facility. Borrowings outstanding under the revolving credit facility will bear interest at a floating rate based on the greater of: i) 3% per year, ii) Prime Rate, iii) 0.5% above the Federal Funds Rate, or iv) 1% above one month LIBOR; plus an applicable margin between 4.25% and 5.25% until June 29, 2010. Beginning June 30, 2010, the applicable margin will range between 3.5% and 5.5% depending on the Company's total leverage ratio.

Borrowings under the RBC Facility are guaranteed by Geokinetics and each of its existing and each subsequently acquired or organized wholly-owned U.S. direct or indirect material subsidiary of Geokinetics. Each of the entities guaranteeing the revolving credit facility will secure the guarantees on a first priority basis with a lien on substantially all of the assets of such guarantor. Borrowings under the RBC Facility are deemed Priority Bank Debt under the inter-creditor agreement with the holders of the Notes, defined below, and so the Notes will be effectively subordinated to borrowings under the revolving credit facility pursuant to such inter-creditor agreement. As of March 31, 2010, the Company had no borrowings under this facility.

Based on the Company's current forecast, the Company believes that it is likely that it will not be able to maintain the covenants required at the June 30, 2010 measurement date, and possibly beyond. The Company does not expect to need to use the RBC Facility between now and this measurement date, however, there can be no assurance that this will be the case and it is possible that the Company will need to access the RBC Facility beyond this measurement date to fund capital expenditures and crew mobilizations. As such, the Company is currently in discussions to amend the facility or receive a waiver to address this situation. There can be no assurance that the Company will be successful in doing so on commercially reasonable terms, if at all.

On December 23, 2009, Geokinetics Holdings issued $300 million of 9.75% Senior Secured Notes due 2014 (the "Notes") in a private placement to institutional buyers at an issue price of 98.093% of the principal amount. The net proceeds the Company received in connection with the issuance of the Notes have been recorded in long-term debt ($294.3 million) in the consolidated financial statements. The discount is being accreted as an increase to interest expense over the term of the Notes. At March 31, 2010, the effective interest rate on the Notes was 11.57%, which includes the effect of the discount accretion.

The Notes bear interest at the rate of 9.75% per year, payable semi-annually in arrears on June 15 and December 15 of each year, with interest payments commencing in June 2010. The Notes are fully and unconditionally guaranteed, by the Company, and by each of the Company's current and future domestic subsidiaries (other than Geokinetics Holdings, which is the issuer of the Notes).

Until the second anniversary following their issuance, the Company may redeem up to 10% of the original principal amount of the Notes during each 12-month period at 103% of the principal amount plus accrued interest. Thereafter, the Company may redeem all or part of the Notes at a prepayment premium which will decline over time. The Company will be required to make an offer to repurchase the Notes at 101% of the principal amount plus accrued interest if the Company experiences a change of control. The indenture for the Notes contains customary covenants for non-investment grade indebtedness, including restrictions on the Company's ability to incur indebtedness, to declare or pay dividends and repurchase its capital stock, to invest the proceeds of asset sales, and to engage in transactions with affiliates.

As required by the Notes indenture, at closing, the Company deposited into escrow approximately $303.8 million, which was 101% of the aggregate issue price of the Notes, plus an amount necessary to pay the interest on the Notes from and including the issue date of the Notes to, but excluding, March 15, 2010. Such amounts were included in restricted cash in the consolidated balance sheet as of December 31, 2009.

The Company had several equipment lease agreements with CIT Group Equipment Financing, Inc. ("CIT") on seismic and other transportation equipment with terms of up to 36 months and various interest amounts. The original amount of the leases was approximately $39.9 million and the balance at December 31, 2009 was approximately $12.1 million. These amounts were repaid on February 12, 2010 in connection with the closing of the PGS Onshore acquisition. The Company recorded a loss of $0.3 million on the redemption of these obligations related to prepayment penalties.

The Company also has four equipment lease agreements with Bradesco Leasing in Brazil with terms of 36 months at a rate of 7.9% per year. The original amount of the leases was approximately $3.0 million and the balance at March 31, 2010 was approximately $2.4 million.

The Company had vendor financing arrangements to purchase certain equipment. The total balance of vendor financing arrangements at December 31, 2009, was approximately $9.9 million. These amounts were repaid on February 12, 2010 in connection with the closing of the PGS Onshore

acquisition. The Company recorded a loss of $1.0 million on the redemption of these financing arrangements related to prepayment penalties.

The Company maintains various foreign bank line of credit and overdraft facilities used to fund short-term working capital needs. At March 31, 2010, the balance of the foreign line of credit facilities was $1.2 million. There were no outstanding balances under the overdraft facilities at March 31, 2010, and the Company had approximately $6.6 million of availability.

On December 15, 2006, in connection with the repayment of the $55.0 million subordinated loan, the Company issued 228,683 shares of its Series B Preferred Stock, $10.00 par value, pursuant to the terms of the Securities Purchase Agreement dated September 8, 2006, with Avista Capital Partners, L.P. ("Avista"), an affiliate of Avista and another institutional investor ("the Series B-1 Preferred Stock").

On July 28, 2008, the Company issued 120,000 shares of its Series B Preferred Stock, $10.00 par value ("the Series B-2 Preferred Stock") and warrants to purchase 240,000 shares of Geokinetics common stock to Avista and an affiliate of Avista for net proceeds of $29.1 million. The Company recorded the preferred stock net of the fair value of the warrants issued and recorded the fair value of the warrants for approximately $1.5 million as additional paid in capital.

At the Company's option, each share of Series B Preferred Stock is convertible into shares of common stock, immediately upon the sale of common stock at a price per share yielding net proceeds to the Company of not less than $35.00 per share in an under written public offering pursuant to an effective registration statement under the Securities Act of 1933 (the "Securities Act"), which provides net proceeds to the Company and selling stockholders, if any, of not less than $75 million.

As long as at least 55,000 shares of Series B Preferred Stock are outstanding, the consent of the holders of a majority of the Company's Series B Preferred Stock is required to, among other things, make any material change to the Company's certificate of incorporation or by-laws, declare a dividend on the Company's common stock, enter into a business combination, increase or decrease the six members of its board of directors and the holders are allowed to elect one member of the board of directors.

If the Company authorizes the issuance and sale of additional shares of its common stock other than pursuant to an underwritten public offering registered under the Securities Act, or for non-cash consideration pursuant to a merger or consolidation approved by its board of directors, the Company must first offer in writing to sell to each holder of its Series B Preferred Stock an equivalent pro rata portion of the securities being issued. The conversion price in the preferred stock is subject to a down-round provision where-by subsequent sales of common shares at a price below the existing conversion price will result in a downward adjustment to the conversion price. As a result of the adoption of ASC 815-40, effective January 1, 2009, the Company was required to bifurcate the embedded derivative related to the conversion feature in the preferred stock and record the fair value of the embedded derivative as a derivative liability and additional preferred stock discount.

Effective December 18, 2009, the Company exchanged the series B-2 preferred stock for new series C redeemable preferred stock. As a result of the restructuring, the new series C securities were

classified as long-term liabilities. On December 18, 2009, the holders of the Series B-1 Preferred Stock and the Company, as a condition of the common stock offering on the same date and agreement for the issuance of shares in connection with the closing of the PGS Onshore acquisition, agreed to the following changes:

The difference between the recorded value of the series B-2 preferred stock, net of unamortized discount and the fair value of the series C preferred stock was $2,960 which was considered a deemed dividend to preferred stockholders during the year ended December 31, 2009.

As of December 31, 2009, the series B-1 preferred stock is presented as mezzanine equity due to the series B preferred stock characteristics described below:

Each holder of Series B-1 Preferred Stock is also entitled to receive cumulative dividends at the rate of 9.75% per annum on the liquidation preference of $250 per share, compounded quarterly. At the Company's option through December 15, 2015, dividends may be paid in additional shares of Series B-1 Preferred Stock. After such date, dividends are required to be paid in cash if declared.

After December 15, 2015, holders of not less than a majority of outstanding shares of Series B-1 Preferred Stock may require payment, upon written notice of the redemption of all outstanding shares of Series B-1 Preferred Stock, in cash, at a price equal to $250 per share, plus any accrued dividends.

Dividends on the Series B Preferred Stock have been paid in kind exclusively to date.

In December, 2009, in conjunction with the structuring of the PGS Onshore acquisition, the Company agreed to exchange its series B-2 preferred stock for new series C redeemable preferred stock plus the issuance of 750,000 shares of common stock. The fair value of the series C preferred stock at the date of exchange was $32.1 million. The series C redeemable preferred stock were issued to Avista, and have an aggregate liquidation preference equal to the liquidation preference of the series B-2 preferred stock ($32.8 million), and are not required to be redeemed until one year after the maturity date of the Senior Secured Notes. The series C preferred stock accrue dividends at a rate of 11.75%. Dividends may accrue or may be paid in kind with additional shares of series C preferred stock, at the election of Avista, until December 13, 2015. The series C preferred stock is not convertible or exchangeable for the Company's common stock. This stock is classified as long-term liability as it is considered a mandatorily redeemable financial instrument in accordance with ASC Topic 480, "Distinguishing liabilities from equity." Dividends paid will be reflected as interest expense in results of operations.

The holders of common stock have full voting rights on all matters requiring stockholder action, with each share of common stock entitled to one vote. Holders of common stock are not entitled to cumulate votes in elections of directors. No stockholder has any preemptive right to subscribe to an additional issue of any stock or to any security convertible into such stock.

In addition, as long as any shares of the series B-1 and C Preferred Stock discussed above are outstanding, the Company may not pay or declare any dividends on common stock unless the Company has paid, or at the same time pays or provides for the payment of, all accrued and unpaid dividends on the Series B-1 Preferred Stock. In addition, the credit facilities restrict the Company's ability to pay dividends on common stock. No dividends on common stock have been declared for any periods presented.

On December 18, 2009, the Company issued 4,000,000 shares of its common stock at a public offering price of $9.25 per share. In addition, the Company issued 750,000 shares to Avista in connection with the exchange of the series B-2 preferred stock for the new series C preferred stock.

On February 12, 2010, the Company issued 2,153,616 shares of its common stock to PGS in connections with the Acquisition of PGS Onshore.

As part of the Trace acquisition in December 2005, the Company issued 274,105 warrants at an exercise price of $20.00, which expire on December 1, 2010.

As part of the issuance of Series B-2 Preferred Stock on July 28, 2008, the Company issued additional 240,000 warrants at an exercise price of $20.00, which expire on July 28, 2013. The exercise price of these warrants is subject to a down-round provision whereby subsequent equity issuances at a price below the existing exercise price will result in a downward adjustment to the exercise price and may extend the expiration date of the warrants. On December 18, 2009, the exercise price of the July 28, 2008 warrants was adjusted to $9.25 per share as a result of the issuance in December 2009 of common stock in accordance with price adjustment sections of the warrants.

The following table sets forth the computation of basic and diluted earnings per common share (in thousands, except per share data):

	Three Months Ended March 31

	2009		2010
	(Unaudited)
			(Restated)
Numerator:
Net income (loss) applicable to common stockholders	$	3,137	$	(31,151	)
Denominator:
Denominator for basic earnings per common share		10,470		16,915
Effect of dilutive securities:
Stock options		—		—
Warrants		—		—
Convertible preferred stock		—		—
Restricted Stock		106		—

Denominator for diluted earnings per common share		10,576		16,915

Income (loss) per common share:
Basic	$	0.30	$	(1.84	)
Diluted	$	0.30	$	(1.84	)

The denominator used for the calculation of diluted earnings per common share for the three months ended March 31, 2010, excludes the effect of certain stock options, restricted stock, warrants and convertible preferred stock because the effect is anti-dilutive. At March 31, 2010, there were options to purchase 215,819 shares of common stock, 302,121 shares of unvested restricted stock, warrants to purchase 514,105 shares of common stock, and preferred stock convertible into 4,277,744 shares of common stock.

The Company has two reportable segments: seismic data acquisition and seismic data processing and interpretation. The Company further breaks down its seismic data acquisition segment into two geographic reporting units: North American seismic data acquisition and international seismic data acquisition. The North American reporting unit acquires data for customers by conducting seismic shooting operations in the United States and Canada; and the international seismic data acquisition reporting unit operates in Latin America (including Mexico), Africa, the Middle East, Australia, New Zealand and the Far East. The data processing and interpretation segment operates processing centers in Houston, Texas and London, United Kingdom to process seismic data for oil and gas exploration companies worldwide.

The Company's reportable segments are strategic business units that offer different services to customers. Each segment is managed separately, has a different customer base, and requires unique and sophisticated technology. The accounting policies of the segments are the same as those described in Note 2: "Basis of Presentation and Significant Accounting Policies." The Company evaluates

performance based on earnings or loss before interest, taxes, other income (expense), depreciation and amortization. There are no significant inter-segment sales or transfers.

The following unaudited table sets forth significant information concerning the Company's reportable segments and geographic reporting units at and for the three and nine months ended March 31, 2009 and 2010 (in thousands):

Income tax expense was $5.2 million and $0.4 million for the three months ended March 31, 2009 and 2010, respectively. The effective tax rate was 48.6% for the three months ended March 31, 2009. For the three months ended March 31, 2010, the Company had income tax expense of $0.4 million on a pre-tax loss of $28.3 million. The decrease in income tax expense was due to a decrease in the Company's pre-tax income in certain of its foreign locations. The Company currently has $180.0 million of net operating losses (NOL's) in the United States and $31.0 million of NOL's in its foreign locations which will expire in various amounts beginning in 2011 and ending in 2029.

The following summarizes changes in the Company's uncertain tax positions for the three months ended March 31, 2010 (in thousands):

All additions or reductions to the above liability affect the Company's effective tax rate in the respective period of change. The Company accounts for any applicable interest and penalties on uncertain tax positions, which was $0.2 million for the three months ended March 31, 2010, as a component of income tax expense. At December 31, 2009, and March 31, 2010, the Company had $1.2 million and $1.4 million of accrued interest related to unrealized tax benefits, respectively. The tax years that remain subject to examination by major tax jurisdictions are from 2004 to 2009.

The carrying amounts of cash and cash equivalents, accounts receivable, and accounts payable and short-term debt approximate their fair value due to the short maturity of those instruments, and therefore, have been excluded from the table below. The fair value of the Notes is determined by multiplying the principal amount by the market price. The fair value of the mandatorily redeemable preferred stock and the Series B Preferred stock was calculated by using the discounted cash flow method of the income approach. In addition, the Monte-Carlo Valuation Model was used to determine the fair value of the conversion feature of the Series B Preferred stock. The following table sets forth the fair value of the Company's remaining financial assets and liabilities as of December 31, 2009 and March 31, 2010 (in thousands):

The Company is not a party to any hedge arrangements, commodity swap agreement or other derivative financial instruments.

The Company's seismic data acquisition and seismic data processing segments utilize foreign subsidiaries and branches to conduct operations outside of the United States. These operations expose the Company to market risks from changes in foreign exchange rates.

The Company is involved in various claims and legal actions arising in the ordinary course of business. Management is of the opinion that none of the claims and actions will have a material adverse impact on the Company's financial position, results of operations, or cash flows.

The Company received food, drink, and other catering services for its crews in one of its international locations from a company that was substantially owned by certain employees and former employees of the Company. For the three months ended March 31, 2009 the Company spent approximately $1.4 million with this Company. The Company believes that all transactions were

arms-length on terms at least as favorable as market rates. The Company stopped receiving services from this Company in the third quarter of 2009.

PGS owns 2,153,616 shares or approximately 12% of the Company's common shares outstanding. In connection with the Acquisition, the Company entered into a transition services agreement with PGS effective February 12, 2010 for up to a maximum of 120 days. This agreement includes office facilities, accounting, information, payroll and human resource services. The services provided by PGS totaled approximately $1.2 million for the three months ended March 31, 2010 which are included in the Company's general and administrative expenses for the same period.

In addition, PGS and the Company have agreed to reimburse each other for certain amounts resulting from adjustments from the Acquisition as follows (in thousands):

Upon completion of the PGS Onshore acquisition, the $300 million Senior Secured Notes due 2014 became fully and unconditionally guaranteed, jointly and severally, by the Company, and by each of the Company's current and future domestic subsidiaries (other than Geokinetics Holdings, USA, Inc., which is the issuer of the Notes). The non-guarantor subsidiaries consist of all subsidiaries and branches outside of the United States. Separate condensed consolidating financial statement

information for the parent, guarantor subsidiaries and non-guarantor subsidiaries as of December 31, 2009 and 2008 and for the years ended December 31, 2009, 2008 and 2007 is as follows (in thousands):

	Guarantor Parent Company			Issuer Subsidiary			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated

Assets
Current assets	$	5,117		$	119,893			15,237			160,562		$	—		$	300,809
Property and equipment, net		21,354			—			158,949			7,530			—			187,833
Investment in subsidiaries		140,139			174,526			109,182			(2	)		(423,845	)		—
Intercompany accounts		195,976			(17,349	)		(88,815	)		(89,820	)		8			—
Other non-current assets		2,985			191,745			76,121			12,197			—			283,048

Total assets	$	365,571		$	468,815		$	270,674		$	90,467		$	(423,837	)	$	771,690

Liabilities, Mezzanine and Stockholders' Equity
Current liabilities	$	110,635		$	731		$	15,479		$	88,031		$	—		$	214,876
Long-term debt and capital lease obligations, net of current portion		32,104			294,279			—			2,322			—			328,705
Deferred Income tax and other non-current liabilities		(6,722	)		—			10,932			2,276			—			6,486
Derivative liabilities		9,317			—			—			—						9,317

Total liabilities		145,334			295,010			26,411			92,629			—			559,384
Mezzanine equity		66,976			—			—			—			—			66,976
Stockholders' equity		153,261			173,805			244,263			(2,162	)		(423,837	)		145,330

Total liabilities, mezzanine and stockholders' equity	$	365,571		$	468,815		$	270,674		$	90,467		$	(423,837	)	$	771,690

		Guarantor Parent Company			Issuer Subsidiary		Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated

Assets
Current assets		$	16,132		$	17	$	47,411		$	195,214		$	—		$	258,774
Property and equipment, net			16,878			—		169,617			91,872			—			278,367
Investment in subsidiaries			349,034			—		42,282			370			(391,686	)		—
Intercompany accounts			(178,965	)		473,448		(180,876	)		(103,287	)		(10,320	)		—
Other non-current assets			162			13,060		153,896			18,936			277			186,331

	Total assets	$	203,241		$	486,525	$	232,330		$	203,105		$	(401,729	)	$	723,472

Liabilities, Mezzanine and Stockholders' Equity
Current liabilities		$	26,060		$	8,227	$	33,830		$	90,912		$	—		$	159,029
Long-term debt and capital lease obligations, net of current portion			—			294,612		(3,623	)		5,627			—			296,616
Deferred Income tax and other non-current liabilities			32,057			—		22,756			8,191			—			63,004

	Total liabilities		58,117			302,839		52,963			104,730			—			518,649

Mezzanine equity			68,853			—		—			—			—			68,853
Stockholders' equity			76,271			183,686		179,367			98,375			(401,729	)		135,970

	Total liabilities, mezzanine and stockholders' equity		203,241		$	486,525	$	232,330		$	203,105		$	(401,729	)	$	723,472

	Guarantor Parent Company

Net revenues	$	—		—	34,614		121,480		(9,175	)	146,919
Equity in earnings of subsidiaries		17,574		—	14,356		—		(31,930	)	—
Expenses:
Seismic acquisition and data processing		2,266		—	22,104		93,039		(9,175	)	108,234
Depreciation and amortization		588		—	9,883		2,025		—		12,496
General and administrative		7,250		—	2,723		3,330		—		13,303
Other, net		—		—	(10	)	203		—		193

Total expenses		10,104		—	34,700		98,597		(9,175	)	134,226

Income (loss) from operations		7,470		—	14,270		22,883		(31,930	)	12,693

Interest income (expense), net		(1,448	)	—	(62	)	32		—		(1,478	)
Other income (expenses), net		(506	)	—	2,209		(2,196	)	—		(493	)

Income (loss) before income taxes		5,516		—	16,417		20,719		(31,930	)	10,722

Provision for income taxes		—		—	407		4,799		—		5,206

Net income (loss)	$	5,516		—	16,010		15,920		(31,930	)	5,516

	Guarantor Parent Company			Issuer Subsidiary			Guarantor Subsidiaries

Net revenues	$	—		$	—		$	46,887		72,607		(13,746	)	105,748
Equity in earnings of subsidiaries		(414	)		—			6,089		—		(5,675	)	—
Expenses:
Seismic acquisition and data processing		56			—			23,425		74,149		(13,746	)	83,884
Depreciation and amortization		1,278			—			17,078		1,232		—		19,588
General and administrative		6,941			1,565			2,798		8,789		—		20,093
Other, net		—			—			1,375		(984	)	—		391

Total expenses		8,275			1,565			44,676		83,186		(13,746	)	123,956

Income (loss) from operations		(8,689	)		(1,565	)		8,300		(10,579	)	(5,675	)	(18,208	)

Interest income (expense), net		(1,865	)		(8,167	)		(491	)	518		—		(10,005	)
Other income (expenses), net		(1,382	)		200			(988	)	2,069		—		(101	)

Income (loss) before income taxes		(11,936	)		(9,532	)		6,821		(7,992	)	(5,675	)	(28,314	)

Provision (benefit) for income taxes		(698	)		14			74		1,055		—		445

Net income (loss)	$	(11,238	)	$	(9,546	)	$	6,747		(9,047	)	(5,675	)	(28,759	)

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in combination with our Interim Condensed Financial Statements contained in this Form 10-Q/A and our Annual Report on Form 10-K/A for the year ended December 31, 2009 (2009 Form 10-K/A).

This report contains forward-looking statements that involve risks and uncertainties. These forward-looking statements are often accompanied by words such as "believe," "should," "anticipate," "plan," "expect," "potential," "scheduled," "estimate," "intend," "seek," "goal," "may" and similar expressions. These statements include, without limitation, statements about our acquisition of the onshore seismic data acquisition and multi-client data library business of Petroleum Geo-Services ASA ("PGS Onshore"), our market opportunity, our growth strategy, competition, expected activities, future acquisitions and investments, and the adequacy of our available cash resources. We urge you to read these statements carefully and caution you that matters subject to forward-looking statements involve risks and uncertainties, including economic, regulatory, competitive and other factors that may affect our business. These statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Moreover, we do not assume any responsibility for the accuracy and completeness of such statements in the future.

Forward-looking statements involve known and unknown risks and uncertainties that may cause our actual results in future periods to differ materially from those projected or contemplated in the forward-looking statements as a result of, but not limited to, the following factors:

Given these risks and uncertainties, we can give no assurances that results projected in any forward-looking statements will in fact occur and therefore caution investors not to place undue reliance on them. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this report and the documents incorporated by reference herein might not occur.

We are a full-service, global provider of seismic data acquisition, multi-client data library and seismic data processing and interpretation services to the oil and natural gas industry. As an acknowledged industry leader in land, marsh, swamp, transition zone and shallow water (up to 500 feet water depths) ocean bottom cable or "OBC" environments, we have the capacity to operate up to 38 seismic crews with approximately 201,100 recording channels worldwide and the ability to process seismic data collected throughout the world. Crew count, configuration and location can change depending upon industry demand and requirements.

We provide a suite of geophysical services including acquisition of two-dimensional ("2D"), three-dimensional ("3D"), and multi-component seismic data surveys, data processing and interpretation services and other geophysical services for customers in the oil and natural gas industry, which include many national oil companies, major international oil companies and smaller independent E&P companies in the Gulf Coast, Mid-Continent, California, Appalachian and Rocky Mountain regions of the United States, Western Canada, Canadian Arctic, Latin America, Africa, the Middle East, Australia/New Zealand and the Far East. Seismic data is used by E&P companies to identify and analyze drilling prospects, maximize drilling success, optimize field development and enhance production economics. We also maintain a multi-client data library whereby we maintain full or partial ownership of data acquired for future licensing. Our multi-client data library consists of data covering various areas in the United States and Canada.

The seismic services industry is dependent upon the spending levels of oil and natural gas companies for exploration, development, exploitation and production of oil and natural gas. These spending levels have traditionally been heavily influenced by the prices of oil and natural gas. Since the third quarter of 2008, oil and natural gas prices have shown significant volatility, and E&P spending has been reduced significantly. To the extent that exploration spending does not increase, our cash flows from operations could be directly affected. While there are signs of recovery, if the global recession continues for a long period of time, commodity prices may be depressed for an extended period of time, which could alter our acquisition and exploration plans, and adversely affect our growth strategy.

On December 3, 2009, we entered into a purchase agreement with PGS and its subsidiaries in which we agreed to purchase PGS Onshore for $210.0 million, consisting of $183.9 million of cash and 2,153,616 shares of our common stock, subject to adjustment, primarily for changes in working capital. In addition, we agreed to assume approximately $20.7 million of current liabilities associated with the ordinary course operations of PGS Onshore as specified in the purchase agreement. Under the terms of the purchase agreement, we agreed to purchase seven corporations or other entities owned by Petroleum Geo-Services or its subsidiaries, and to acquire assets and assume liabilities from four other subsidiaries of Petroleum Geo-Services. The entities and assets acquired represent substantially all of PGS Onshore. We closed the acquisition on February 12, 2010.

To fund the cash portion of the purchase price, Geokinetics Holdings USA, Inc, a wholly-owned subsidiary of Geokinetics ("Geokinetics Holdings") issued $300 million aggregate principal amount of its 9.75% senior secured notes due 2014 in a private offering. The proceeds of this sale were held in escrow until the closing of the PGS Onshore acquisition. We refinanced our existing senior credit facility and repaid existing borrowings thereunder and repaid significantly all of our capital lease and other obligations. See discussion under "Liquidity and Capital Resources", below.

As of March 31, 2010, our core operating business segments were seismic data acquisition and seismic data processing and interpretation. Our corporate activities include our corporate general and administrative functions.

Three Months Ended March 31, 2010 Compared to Three Months Ended March 31, 2009

Operating Revenues. For the three months ended March 31, 2010, seismic acquisition revenue totaled $103.3 million as compared to $144.1 million for the same period of 2009, a decrease of $40.8 million or 28%. This decrease in seismic acquisition revenue consists of a decrease of $43.0 million in our International operations and increase of $2.2 million in our North America operations. During 2009, we expanded into new markets and had higher activity in shallow water marine and Transition Zone work. During the first three months of 2010, we have experienced a trend towards land acquisition services, which is a lower priced service than the shallow water marine and transition zone work. However, we expect to see more projects for our OBC and Transition Zone crews in future quarters.

Seismic data acquisition related revenues from North America for the three months ended March 31, 2010 were $38.1 million or 37% of total seismic data acquisition revenue compared to $35.9 million or 25% of total seismic data acquisition revenue for the same period in 2009. While there was an overall decrease for existing services in the United States, there was an increase in our revenues primarily as a result of our entrance into the multi-client data library business and the PGS Onshore acquisition. Seismic data acquisition revenues in North America directly attributable to the Acquisition were $14.5 million. We have reduced crew counts in the United States from an average of seven during the quarter ended March 31, 2009 to an average of five and a half during the quarter ended March 31, 2010. Revenues also include multi-client data library licensing revenues of $6.1 million and $0.0 million for the three months ended March 31, 2010 and 2009, respectively.

Seismic data acquisition revenues from international operations for the three months ended March 31, 2010 were $65.2 million or 63% of total seismic data acquisition revenue compared to $108.2 million or 75% of total seismic data acquisition related revenue for the same period in 2009. The decrease is attributable to the completion of higher priced long-term contracts or lower production in Angola, Egypt, India, and Malaysia; partially offset by increase in activity in Brazil and Bangladesh. We also experienced reduction in activity in Colombia and Bolivia. International Seismic data

acquisition revenues for the three months ended March 31, 2010, include $10.7 million generated in Mexico and Libya directly attributable to the Acquisition. During the first quarter of 2010, some of our international crews experienced idle time due to the completion of long-term contracts, and the transition time to new contracts.

Data processing revenue declined slightly to $2.5 million for the three months ended March 31, 2010 as compared to $2.8 million for the same period of 2009. The Company operates two processing centers, one in the United States and one in the United Kingdom. The decline is coming primarily from North America, resulting from slower market conditions in the United States and Canada.

Operating Expenses. Total seismic acquisition operating expenses were $81.4 million for the three months ended March 31, 2010 as compared to $106.1 million for the same period of 2009, a decrease of 23%. Seismic acquisition operating expenses as a percentage of revenue were 79% for the three months ended March 31, 2010 as compared to 74% for the same period in the prior year. This increase in operating expenses as a percentage of revenue is a result of certain fixed costs for idle crews and vessels in spite of lower activity.

Seismic acquisition operating expenses from North America for the three months ended March 31, 2010 were $26.9 million, or 71% of total North America seismic data acquisition revenue, compared to $28.5 million, or 79% of total North America seismic data acquisition revenue for the same period in 2009. The costs as a percentage of revenue have decreased due to increase in volume and a higher contribution from multi-client data library sales.

Seismic acquisition operating expenses from international operations for the three months ended March 31, 2010 were $54.5 million, or 84% of total international seismic data acquisition revenue, compared to $77.5 million, or 72% of total international seismic data acquisition revenue for the same period in 2009. International operating expenses are lower as a result of a decrease in activity, while expenses for this segment as a percentage of revenue have increased due to decrease in volume while some of our fixed costs remain the same.

Data processing operating expenses of $2.5 million for the three months ended March 31, 2010, increased slightly from $2.2 million for the same period of 2009 as a result of new services and additional personnel.

Depreciation and Amortization. Depreciation and amortization expense for the three months ended March 31, 2010 totaled $19.6 million as compared to $12.5 million for the same period of 2009, an increase of $7.1 million or 57%. This is primarily attributable to an increase in fixed assets of $103.7 million from the Acquisition and our entrance into the multi-client data library business. Depreciation related to the Acquisition was approximately $2.2 million. Amortization of multi-client data for the three months ended March 31, 2010 was $4.3 million, compared to $0.0 million for the same period in 2009. This includes $1.1 million in amortization of multi-client data libraries acquired from PGS.

General and Administrative Expenses. General and administrative expenses for the three months ended March 31, 2010 were $20.1 million, or 19% of revenues, as compared to $13.3 million, or 9% of revenues, for the same period of 2009. General and administrative expenses have increased primarily as a result of costs incurred in the Acquisition of $1.5 million in the first quarter of 2010, integration costs of approximately $1.8 million, the addition of PGS Onshore and training and implementation costs for our new enterprise-wide system to improve the timing and quality of bidding, cost tracking, project management, and financial and operational reporting.

Interest Expense. Interest expense for the three months ended March 31, 2010 increased by $8.6 million to $10.2 million as compared to $1.6 million for the same period of 2009. This increase is primarily due to the issuance of the $300 million Senior Secured Notes due 2014, and the conversion of

the Preferred Series B-2 shares to mandatorily redeemable preferred stock (Preferred Series C stock) for which dividends are reflected as interest expense in accordance with ASC Topic 480, "Distinguishing liabilities from equity."

Change in Derivative Liabilities. The $1.1 million non-cash gain for the three months ended March 31, 2010 compared to a non-cash loss of $0.5 million for the three months ended March 31, 2009 is related to recording the change in fair value of the derivatives liabilities. The derivatives were revalued using available market information and commonly accepted valuation methodologies. The valuation of the derivative liabilities is significantly influenced by our stock price which was $3.27 and $7.21 per share at March 31, 2009 and 2010, respectively, compared to $2.47 and $9.62 per share at December 31, 2008 and 2009.

Income tax expense was $0.4 million for the three months ended March 31, 2010 compared to $5.2 million for the same period of 2009. The decreased expense in the current period was due to a decrease in the Company's pre-tax income in certain of its foreign locations.

Our primary sources of cash flow are generated from our operations, debt and equity offerings, our revolving credit facility, and trade credit. Our primary uses of cash are operating expenses and expenditures associated with upgrading and expanding our capital asset base. As of March 31, 2010, we had available liquidity as follows:

We maintain various foreign bank overdraft facilities used to fund short-term working capital needs. At March 31, 2010, there were no amounts outstanding under these facilities and we had approximately $6.6 million of availability. However, due to the limitations on the ability to remit funds to the United States, this amount has not been included in the available liquidity table above.

The following table summarizes the net cash provided by (used in) operating, investing and financing activities for the three months ended March 31, 2009 and 2010 (in thousands):

Net cash used in operating activities was $19.8 million for the three months ended March 31, 2010 compared to net cash provided by operating activities of $0.1 million for the three months ended March 31, 2009. The decrease in operational cash flow is mainly driven by low activity during the quarter and a decrease in our accounts payable and current liabilities balance, partially offset by increased collections from our customers.

Net cash provided by investing activities was $115.9 million for the three months ended March 31, 2010 compared to net cash used in investing activities of $9.8 million for the three months ended March 31, 2009. The 2010 amounts primarily result from changes in restricted cash for $303.8 million, offset by cash used for the Acquisition of $180.8 million.

Net cash used in financing activities was $68.6 million for the three months ended March 31, 2010 as compared to net cash provided by financing activities of $6.5 million for the three months ended March 31, 2009. The cash used in financing activities during the 2010 period represents primarily amounts used for repayment of substantially all of our existing debt, except for the Senior Notes, on the date of the Acquisition.

On February 12, 2010, Geokinetics Holdings completed the closing of a $50 million revolving credit facility and letters of credit for the account of Geokinetics Holdings under the terms of a Credit Agreement with RBC (the "RBC Facility"). The RBC Facility matures on February 12, 2013. We may borrow, repay and re-borrow under this revolving credit facility. Borrowings outstanding under the RBC Facility will bear interest at a floating rate based on the greater of: i) 3% per year, ii) Prime Rate, iii) 0.5% above the Federal Funds Rate, or iv) 1% above one month LIBOR; plus an applicable margin between 4.25% and 5.25% until June 29, 2010. Beginning June 30, 2010, the applicable margin will range between 3.5% and 5.5% depending on our total leverage ratio.

Borrowings under the RBC Facility are guaranteed by Geokinetics and each of its existing and each subsequently acquired or organized wholly-owned U.S. direct or indirect material subsidiary of Geokinetics. Each of the entities guaranteeing the revolving credit facility will secure the guarantees on a first priority basis with a lien on substantially all of the assets of such guarantor. Borrowings under the RBC Facility are deemed Priority Bank Debt under the inter-creditor agreement with the holders of the Notes, defined below, and so the Notes will be effectively subordinated to borrowings under the RBC Facility pursuant to such inter-creditor agreement. As of March 31, 2010, we had no borrowings under this facility.

Based on our current forecast, we believe that it is likely that we will not be able to maintain the covenants required at the June 30, 2010 measurement date, and possibly beyond. We do not expect to need to use the RBC Facility between now and this measurement date, however, there can be no assurance that this will be the case and it is possible that we will need to access the RBC Facility beyond this measurement date to fund capital expenditures and crew mobilizations. If we are unable to remedy this situation, we may be forced to delay capital expenditures and/or decline opportunities for new work that requires significant working capital. As such, we are currently in discussions to amend the facility or receive a waiver to address this situation. There can be no assurance that we will be successful in doing so on commercially reasonable terms, if at all.

On December 23, 2009, Geokinetics Holdings issued the $300 million Notes in a private placement to institutional buyers at an issue price of 98.093% of the principal amount. The net proceeds we received in connection with the issuance of the Notes have been recorded in long-term debt ($294.3 million) in the consolidated financial statements.

The Notes bear interest at the rate of 9.75% per year, payable semi-annually in arrears on June 15 and December 15 of each year, which interest payments commence in June 2010. The Notes are fully and unconditionally guaranteed by Geokinetics Inc., and by each of our current and future domestic subsidiaries (other than Geokinetics Holdings, which is the issuer of the Notes).

Until the second anniversary following their issuance, we may redeem up to 10% of the original principal amount of the Notes during each 12-month period at 103% of the principal amount plus accrued interest. Thereafter, we may redeem all or part of the Notes at a prepayment premium which will decline over time. We will be required to make an offer to repurchase the Notes at 101% of the principal amount plus accrued interest if we experience a change of control. The indenture for the Notes contains customary covenants for non-investment grade indebtedness, including restrictions on our ability to incur indebtedness, to declare or pay dividends and repurchase our capital stock, to invest the proceeds of asset sales, and to engage in transactions with affiliates.

As required by the Notes indenture, at closing, we deposited into escrow approximately $303.8 million, which was 101% of the aggregate issue price of the Notes, plus an amount necessary to pay the interest on the Notes from and including the issue date of the Notes to, but excluding, March 15, 2010.

We have four equipment lease agreements with Bradesco Leasing in Brazil with terms of 36 months at a rate of 7.9% per year. The original amount of the leases was approximately $3.0 million and the balance at March 31, 2010, was approximately $2.4 million.

We maintain various foreign bank lines of credit and overdraft facilities used to fund short-term working capital needs. At March 31, 2010, the balance of foreign line of credit facilities was $1.2 million. There were no outstanding balances under the foreign overdraft facilities at March 31, 2010, and we had approximately $6.6 million of availability.

We had no off-balance sheet arrangements during the first quarter of 2010, that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that are material to investors.

Please refer to Item 7A of our Annual Report on Form 10-K/A for the year ended December 31, 2009, for a discussion regarding the Company's quantitative and qualitative disclosures about market risk. There have been no material changes to those disclosures for the three months ended March 31, 2010.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we have performed an evaluation of the design, operation and effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) as of March 31, 2010. Based on that evaluation, our principal executive officer and principal financial officer concluded that such disclosure controls and procedures were not effective. See "Material Weaknesses" below.

This 10-Q/A is the result of our identification of material weakness in "Accounting for Derivative Financial Instruments" described further below. Remediation measures are described below under "Remediation". There have not been any additional changes in our internal control over financial reporting (as defined in the Exchange Act Rule 13a-15(f) of the Securities Exchange Act) during the three months ending March 31, 2010, that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

In connection with the preparation of our consolidated financial statements for the year ended December 31, 2009 and the period ended March 31, 2010, we identified control deficiencies that constitute material weaknesses in the design and operation of our internal control over financial reporting. The following material weaknesses were present at December 31, 2009 and at March 31, 2010.

Our lack of resources, in terms of size, technical expertise and institutional knowledge to address certain financial and tax aspects of our multi-national operations, was identified as the underlying cause of these material weaknesses.

These material weaknesses resulted in the recording of a number of post-closing adjustments to our 2009 consolidated financial statements. The adjustments primarily affected non-routine accruals, deferred cost accounts, derivative liabilities, deferred taxes and the tax provision related to our international operations, including, as applicable, the corresponding income statement accounts.

UHY LLP, the Company's independent registered public accounting firm, audited the Company's consolidated financial statements included in our Annual Report on Form 10-K/A for the period ended December 31, 2009 and has issued an updated audit report on management's assessment of the Company's internal control over financial reporting. The full audit report can be found in our 10K/A filing which is filed contemporaneously with this 10Q/A filing.

Additionally, these material weaknesses could result in a material misstatement to our annual or interim consolidated financial statements that would not be prevented or detected. Accordingly, we determined that our internal control over financial reporting was not effective.

We began to implement a remediation program, including the establishment of additional controls that are intended to strengthen our internal controls over financial reporting generally and to

specifically address the material weaknesses discussed above. This remediation program includes the following:

In addition to the remediation efforts to address material weaknesses, we have engaged an independent international accounting firm to assist us with our review of internal controls, our risk assessment, rationalization of significant processes and key controls and preparation of the appropriate documentation to support those significant processes and key controls on a timely basis.

We will continue to assess the adequacy of our finance and accounting organization, both in terms of size and expertise in the future.

We believe that these actions and resulting improvement in controls will strengthen our disclosure controls and procedures, as well as our internal control over financial reporting, and will, over time, address the material weaknesses that we identified as of December 31, 2009 and March 31, 2010.

Neither the Company nor any of its subsidiaries is a party to any pending legal proceedings other than certain routine litigation that is incidental to the Company's business and that the Company believes is unlikely to materially impact the Company. Moreover, the Company is not aware of any such legal proceedings that are contemplated by governmental authorities with respect to the Company, any of its subsidiaries, or any of their respective properties.

Other than as described in this Section, there have been no material changes in the risk factors included in our Form 10-K/A for the year ended December 31, 2009.

We may be unable to comply with the maintenance covenants in our senior revolving credit facility on June 30, 2010, unless the covenants are modified. If we are unable to comply with the restrictions and covenants in our debt agreements, there could be a default under the terms of such agreements, which could result in an acceleration of repayment.

Based on our current forecasts, we expect to be unable to comply with the maintenance covenants in our senior revolving credit facility at the June 30, 2010 measurement date. We have nothing borrowed under this facility, and do not expect to have a need to borrow under the facility prior to the June 30 measurement date, however there can be no assurance of this. We are in discussions with the lenders under the credit facility to amend the covenants or obtain a waiver, but no assurance can be made that we will be successful in such negotiations, or as to the terms or costs of any such amendment or waiver if agreed to. If we are unable to amend the facility or obtain a waiver, we will be required to seek other financing for our working capital needs, and failure to secure such financing could have a material adverse effect on our liquidity and financial position.

If we are unable to comply with the restrictions and covenants in our debt agreements, including our senior secured revolving credit facility, there could be a default under the terms of these agreements. Our ability to comply with these restrictions and covenants, including meeting financial ratios and tests, may be affected by events beyond the Company's control. As a result, we cannot assure you that we will be able to comply with these restrictions and covenants or meet such financial ratios and tests. In the event of a default under these agreements, lenders could terminate their commitments to lend or accelerate the loans and declare all amounts borrowed due and payable. Borrowings under other debt instruments that contain cross-acceleration or cross-default provisions may also be accelerated and become due and payable. If any of these events occur, our assets might not be sufficient to repay in full all of our outstanding indebtedness and we may be unable to find alternative financing. Even if we could obtain alternative financing, it might not be on terms that are favorable or acceptable to us. Additionally, we may not be able to amend its debt agreements or obtain needed waivers on satisfactory terms.

		Description

4.1		Indenture dated as of December 23, 2009 relating to the Notes, incorporated herein by reference to the Current Report on Form 8-K filed December 28, 2009.

4.2		Supplemental Indenture dated as of February 12, 2010, incorporated by reference to Exhibit 4.2 to the Form 8-K filed February 16, 2010.

4.3		Second Amended and Restated Registration Rights Agreement dated as of February 12, 2010, incorporated by reference to Exhibit 4.3 to the Form 8-K filed February 16, 2010.

4.4		First Amended Certificate of Designation of Series C Senior Preferred Stock, incorporated by reference to Exhibit 4.4 to the Form 8-K filed February 16, 2010.

4.5		Fourth Amended Certificate of Designation of Series B Senior Convertible Preferred Stock, incorporated by reference to Exhibit 4.5 to the Form 8-K filed February 16, 2010.

10.1		Release and Severance Agreement, dated August 29, 2009, between Geokinetics Inc and James White (incorporated by reference from Exhibit 4.1 to Form S-8 filed on July 20, 2007 (file no. 333-144763))

10.2		Credit Agreement dated as of February 12, 2010 by and among Geokinetics Holdings and Royal Bank of Canada as administrative and collateral agent to the certain lenders named therein, incorporated by reference to Exhibit 10.1 to the Form 8-K filed February 16, 2010.

10.3		Guaranty dated as of February 12, 2010, incorporated by reference to Exhibit 10.2 to the Form 8-K filed February 16, 2010.

10.4		Severance Agreement, dated April 8, 2010 (and effective March 22, 2010), between Geokinetics Inc. and Mark A. Hess (incorporated by reference from Exhibit 10.5 to Form 8-K filed on July 30, 2008 (file no. 001-33460)).

10.5		Employment Agreement, dated March 22, 2010, between Geokinetics Inc. and Lee Parker. (incorporated by reference from Exhibit 10.5 to Form 8-K filed on July 30, 2008 (file no. 001-33460)).

10.6		Employment Agreement, dated March 22, 2010, between Geokinetics Inc. and Scott A. McCurdy (incorporated by reference from Exhibit 10.1 to Form 8-K filed on October 27, 2008 (file no. 001-33460)).

10.7		Amendment and exchange agreement, dated December 2, 2009, by and among Geokinetics Inc., Avista Capital Partners, L.P., Avista Capital Partners (Offshore), L.P., and Levant America S.A. (incorporated by reference from Exhibit 10.2 to Form 8-K filed December 4, 2009 (file no. 001-33460)).

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.

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.

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.


ý		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2010
o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


Large accelerated filer o		Accelerated filer ý		Non-accelerated filer o (Do not check if a smaller reporting company)		Smaller reporting company o


PART I. FINANCIAL INFORMATION
	Item 1. Financial Statements (Restated)
	Condensed Consolidated Balance Sheets as of December 31, 2009 and March 31, 2010	3
	Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2009 and 2010	4
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2009 and 2010	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	31
	Item 3. Quantitative and Qualitative Disclosure About Market Risk	37
	Item 4A. Controls and Procedures (Restated)	37
PART II. OTHER INFORMATION
	Item 1. Legal Proceedings	40
	Item 1A. Risk Factors	40
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	40
	Item 3. Defaults Upon Senior Securities	40
	Item 4. Submission of Matters to a Vote of Security Holders	41
	Item 5. Other Information	41
	Item 6. Exhibits	41
	Signatures	43

	Fair Value Measurements Using Significant Unobservable Inputs (Level 3)

Balance December 31, 2009	$	9,317
Total unrealized gains
Included in earnings		(1,107	)
Included in other comprehensive income		—
Settlements/Issuances		206
Transfers in and/or out of Level 3		—

Balance March 31, 2010	$	8,416

	Pro forma Three Months Ended March 31,

	2009			2010
	(Unaudited)
				(Restated)
Pro forma revenues	$	183,106		$	126,371
Pro forma income from operations	$	2,192		$	(25,962	)
Pro forma net income (loss)	$	(18,911	)	$	(38,498	)
Pro forma dividends and accretion on preferred stock	$	2,379		$	2,392
Pro forma net income (loss) applicable to common stockholders	$	(20,585	)	$	(40,890	)
Pro forma basic and diluted net income (loss) per common share	$	(1.14	)	$	(2.42	)


DELAWARE (State or other jurisdiction of incorporation or organization)		94-1690082 (I.R.S. Employer Identification No.)

	Fair Value Measurements at March 31, 2010

	Total		Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
			(Level 1)		(Level 2)		(Level 3)
Conversion feature embedded in Preferred Stock	$	7,439	$	—	$	—	$	7,439
Warrants		977		—		—		977

Total derivative liabilities	$	8,416	$	—	$	—	$	8,416

	December 31, 2009			March 31, 2010

				(Unaudited)
Acquisition and processing costs	$	14,841		$	46,843
Less accumulated amortization		(8,239	)		(12,518	)

Multi-client data library, net	$	6,602		$	34,325

	December 31, 2009			March 31, 2010

				(Unaudited)
Revolving credit lines and foreign lines of credit—4.75% and 8.5%	$	45,883		$	1,235
Senior Secured Notes, net of discount—9.75%		294,279			294,613
Capital lease obligations—7.90%		14,836			2,356
Notes payable from vendor financing arrangements—7.00% to 13.06%		9,859			—

		364,857			298,204

Less: current portion		(68,256	)		(1,588	)

	$	296,601		$	296,616

	For the Three Months Ended March 31, 2009

	Data Acquisition
	North America		International		Data Processing		Corporate			Total
Revenue	$	35,855	$	108,236	$	2,828	$	—		$	146,919
Segment income (loss)	$	1,034	$	17,452	$	159	$	(13,129	)	$	5,516
Segment assets (at end of period)	$	109,354	$	331,850	$	8,437	$	23,930		$	473,571

	March 31, 2010

	(Unaudited)
Balance at January 1, 2010	$	7,233
Increase for tax positions related to current year		—
Interest		191

Balance at March 31, 2010	$	7,424

		December 31, 2009				March 31, 2010

		Carrying Amount		Fair Value		Carrying Amount		Fair Value
				(unaudited)		(unaudited)
Financial liabilities:
	Long-term debt	$	364,857	$	400,000	$	298,204	$	283,717
	Mandatorily redeemable preferred stock		32,104		32,104		32,139		33,270
	Preferred stock, Series B		66,976		74,290		68,853		80,662

	March 31, 2010

	(Unaudited)
Receivable from PGS—long term	$	1,122
Payable to PGS—short term(1)		12,168

	Guarantor Parent Company			Issuer Subsidiary		Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations		Consolidated

Net cash provided by (used in) operating activities	$	(14,045	)	$	—	$	18,017		$	(3,868	)	$	—	$	104
Net cash provided (used in) investing activities		(4,079	)		—		(4,796	)		(954	)		—		(9,829	)
Net cash provided (used in) financing activities		18,135			—		(11,642	)		—			—		6,493

Net increase (decrease) in cash	$	11		$	—	$	1,579		$	(4,822	)	$	—	$	(3,232	)

	Guarantor Parent Company			Issuer Subsidiary		Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated

Net cash provided by (used in) operating activities	$	130,016		$	8,556	$	(59,093	)	$	(16,383	)	$	(82,903	)	$	(19,807	)
Net cash provided (used in) investing activities		126,170			—		(25,122	)		(88,901	)		103,741			115,888
Net cash provided (used in) financing activities		(64,413	)		—		(21,864	)		—			17,722			(68,555	)

Net increase (decrease) in cash	$	191,773		$	8,556	$	(106,079	)	$	(105,284	)	$	38,560		$	27,526


		GEOKINETICS INC.
Date: August 9, 2010		/s/ RICHARD F. MILES Richard F. Miles President and Chief Executive Officer (Authorized Officer)
Date: August 9, 2010		/s/ SCOTT A. MCCURDY Scott A. McCurdy Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)


Available cash:	$	37.7 million
Undrawn borrowing capacity under Revolving Credit Facility (see note below):	$	50.0 million

Net available liquidity at March 31, 2010:	$	87.7 million

	Three Months Ended March 31,

	2009			2010
Cash provided by (used in):
Operating activities	$	104		$	(19,807	)
Investing activities		(9,829	)		115,888
Financing activities		6,493			(68,555	)

		Description

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.

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.