U.S. SECURITIES AND EXCHANGE
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDING SEPTEMBER 30, 2004.
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ________ TO _________.
Commission File Number 0-14908
TGC INDUSTRIES, INC.
(Exact name of small business issuer as specified in its charter)
Texas 74-2095844
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1304 Summit, Suite 2
Plano, Texas 75074
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: 972-881-1099
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15 (d) of the Exchange Act during the past 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 X No
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.
Class Outstanding at October 29, 2004
Common Stock ($.01 Par Value) 5,773,548
PART I -- FINANCIAL INFORMATION
ITEM 1 -- FINANCIAL STATEMENTS
Incorporated herein is the following unaudited financial information:
Balance Sheet as of September 30, 2004.
Statements of Income for the three and nine month periods ended
September 30, 2004 and 2003.
Statements of Cash Flows for the nine-month periods ended
September 30, 2004 and 2003.
Notes to Financial Statements.
TGC INDUSTRIES, INC.
BALANCE SHEET
(UNAUDITED)
SEPTEMBER 30,
2004
_____________
ASSETS
CURRENT ASSETS
Cash and cash equivalents $2,252,565
Trade accounts receivable 3,867,291
Cost and estimated earnings in excess
of billings on uncompleted contracts 324,099
Prepaid expenses and other 114,483
__________
Total current assets 6,558,438
PROPERTY AND EQUIPMENT - at cost
Machinery and equipment 13,512,861
Automobiles and trucks 1,377,182
Furniture and fixtures 342,549
Other 18,144
___________
15,250,736
Less accumulated depreciation
and amortization (13,021,990)
___________
2,228,746
OTHER ASSETS 3,395
___________
Total assets $8,790,579
===========
See notes to Financial Statements
BALANCE SHEET -- CONTINUED
(UNAUDITED)
SEPTEMBER 30,
2004
_____________
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Trade accounts payable $2,355,403
Accrued liabilities 119,699
Billings in excess of costs and estimated
earnings on uncompleted contracts 1,646,188
Current maturities of notes payable 105,763
Current portion of capital lease obligations 58,787
__________
Total current liabilities 4,285,840
NOTES PAYABLE, less current maturities -
CAPITAL LEASE OBLIGATIONS, less current portion 326,847
COMMITMENTS AND CONTINGENCIES -
STOCKHOLDERS' EQUITY
Preferred stock, $1.00 par value; 4,000,000
shares authorized:
8-1/2% Senior convertible preferred stock;
3,024,264 shares issued and outstanding 3,024,264
8% Series C convertible exchangeable
preferred stock; 1,150,350 shares issued,
55,100 shares outstanding 55,100
Common stock, $.01 par value; 25,000,000
shares authorized; 5,790,492 shares issued 57,905
Additional paid-in capital 6,585,537
Accumulated deficit (5,329,600)
Treasury stock, at cost (31,944 shares) (215,314)
__________
4,177,892
__________
Total liabilities and stockholders' equity $8,790,579
==========
See notes to Financial Statements
TGC INDUSTRIES, INC.
STATEMENTS OF INCOME
Three Months Ended Nine Months Ended
September 30, September 30,
________________________ ________________________
(Unaudited) (Unaudited)
2004 2003 2004 2003
_________ __________ ___________ ___________
Revenue $6,872,740 $2,099,890 $14,626,809 $6,537,096
Cost of services 5,490,245 1,725,389 11,349,273 5,532,444
Selling, general,
administrative 311,019 245,616 887,894 696,353
Interest expense 6,546 2,109 14,948 6,487
__________ __________ ___________ __________
5,807,810 1,973,114 12,252,115 6,235,284
INCOME FROM OPERATIONS
BEFORE INCOME TAXES 1,064,930 126,776 2,374,694 301,812
Income tax expense
current 27,266 - 27,266 -
__________ __________ __________ __________
NET INCOME 1,037,664 126,776 2,347,428 301,812
Less dividend
requirements on
preferred stock 78,815 76,703 238,246 225,291
__________ __________ __________ __________
INCOME ALLOCABLE TO
COMMON STOCKHOLDERS $958,849 $50,073 $2,109,182 $76,521
Income per common share:
Basic $ .17 $ .01 $ .37 $ .01
Diluted $ .09 $ .01 $ .20 $ .01
Weighted average number of
common shares:
Basic 5,736,370 5,515,064 5,719,500 5,515,064
Diluted 12,185,570 5,515,064 12,007,429 5,515,064
See notes to Financial Statements
TGC INDUSTRIES, INC.
Statements of Cash Flows (Unaudited)
Nine Months Ended
September 30,
_______________________
2004 2003
__________ __________
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $2,347,428 $301,812
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 690,666 1,082,525
Directors fees 11,512 -
Warrants issued for services 7,599 -
Gain on disposal of property and equipment (1,250) (9,349)
Changes in operating assets and liabilities
Trade accounts receivable (3,069,837) 161,749
Cost and estimated earnings in excess of
billings on uncompleted contracts (293,605) 23,001
Prepaid expenses and other (8,161) 1,868
Other assets 1,429 -
Trade accounts payable 2,235,254 40,668
Accrued liabilities 14,392 48,699
Billings in excess of cost and estimated
earnings on uncompleted contracts 1,350,209 (747,098)
__________ ________
NET CASH PROVIDED BY OPERATING ACTIVITIES 3,285,636 903,875
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures (1,636,126) (141,051)
Proceeds from sale of property and equipment 1,250 9,349
__________ ________
NET CASH USED IN INVESTING ACTIVITIES (1,634,876) (131,702)
CASH FLOWS FROM FINANCING ACTIVITIES
Dividends paid (147,811) -
Proceeds from exercise of stock oprions 15,825
Principal payments on notes payable (169,304) (132,827)
Principal payments on capital lease obligations (122,126) (113,275)
_________ _________
NET CASH USED IN FINANCING ACTIVITIES (423,416) (246,102)
_________ ________
NET INCREASE IN CASH AND CASH EQUIVALENTS 1,227,344 526,071
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 1,025,221 523,120
__________ __________
CASH AND CASH EQUIVALENTS AT END OF PERIOD $2,252,565 $1,049,191
========== ==========
Supplemental cash flow information
Interest paid $14,948 $4,378
Income taxes paid $27,266 $ -
Noncash investing and financing activities
Capital lease obligations incurred $312,557 $48,460
Financed equipment purchase $176,094 $ -
At the election of the Senior Preferred Stockholder, 118,265 and 123,291
shares of 8.5% Senior Preferred Stock were issued to the Senior Preferred
Stockholder as payment for the June 1, 2003 and December 1, 2003
dividends, respectively.
See notes to Financial Statements
TGC INDUSTRIES, INC.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
September 30, 2004
NOTE A -- BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared in
accordance with the instructions to Form 10-QSB and therefore do not
include all information and footnotes necessary for a fair presentation of
financial position, results of operations and changes in financial position
in conformity with accounting principles generally accepted in the United
States of America.
NOTE B -- MANAGEMENT PRESENTATION
In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation of
financial position, results of operations, and changes in financial
position have been included. The results of the interim periods are not
necessarily indicative of results to be expected for the entire year. For
further information, refer to the financial statements and the footnotes
thereto included in the Company's Annual Report for the year ended December
31, 2003 filed on Form 10-KSB.
NOTE C -- EARNINGS PER SHARE
Basic earnings per common share are based upon the weighted average number
of shares of common stock outstanding. Diluted earnings per share are
based upon the weighted average number of common shares outstanding and,
when dilutive, common shares issuable for stock options, warrants and
convertible securities. The effect of preferred stock dividends on the
amount of income available to common stockholders was $.01 for the three
months ended September 30, 2004 and 2003, and $.04 for the nine months
ended September 30, 2004 and 2003.
Outstanding warrants that were not included in the diluted calculation
because their effect would be anti-dilutive totaled 3,100,000 for the three
and nine-month periods ended September 30, 2003. Outstanding options that
were not included in the diluted calculation because their effect would be
anti-dilutive totaled 222,100 for each of the three and nine-month periods
ended September 30, 2003.
TGC INDUSTRIES, INC.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
September 30, 2004
NOTE C EARNINGS PER SHARE - (Continued)
The following is a reconciliation of net income and weighted average
common shares outstanding for purposes of calculating basic and
diluted net income per share:
Three Months Ended Nine Months Ended
September 30, September 30,
__________________________________________________
(Unaudited) (Unaudited)
2004 2003 2004 2003
_________ _________ ________ __________
Basic:
Numerator:
Net income $1,037,664 $126,776 $2,347,428 $301,812
Less dividend requirements
on preferred stock (78,815) (76,703) (238,246) (225,291)
_________ _________ ___________ _________
Income allocable to common
stockholders $958,849 $50,073 $2,109,182 $76,521
Denominator:
Basic - weighted average
common shares outstanding 5,736,370 5,515,064 5,719,500 5,515,064
__________ _________ _________ __________
Basic EPS $ .17 $ .01 $ .37 $ .01
Diluted:
Numerator:
Income allocable to common
stockholders $958,849 $50,073 $2,109,182 $76,521
Plus dividend requirements
on preferred stock 78,815 76,703 238,246 225,291
__________ _________ __________ ________
Net income $1,037,664 $126,776 $2,347,428 $301,812
Denominator:
Weighted average common
shares outstanding 5,736,370 5,515,064 5,719,500 5,515,064
Effect of Dilutive Securities:
Warrants 3,155,856 - 3,039,429 -
Stock options 131,330 - 86,486 -
Convertible Preferred Stock 3,162,014 - 3,162,014 -
__________ _________ __________ _________
12,185,570 5,515,064 12,007,429 5,515,064
Diluted EPS $ .09 $ .01 $ .20 $ .01
TGC INDUSTRIES, INC.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
September 30, 2004
NOTE D DIVIDENDS
Holders of the Company's Series C 8% Convertible Exchangeable Preferred
Stock ("Series C Preferred Stock") will receive, when, as and if declared
by the Board of Directors of the Company, dividends at a rate of 8% per
annum. The dividends are payable semi-annually during January and July of
each year. At September 30, 2004, cumulative dividends of $121,220 were in
arrears on the Company's Series C Preferred Stock.
Holders of the Company's 8-1/2% Senior Convertible Preferred Stock (the
"Senior Preferred Stock") will receive, when, as and if declared by the
Board of Directors of the Company, dividends at a rate of 8-1/2% per annum.
The dividends are payable semi-annually during June and December of each
year. Dividends paid during 2000 on the Senior Preferred Stock were paid in
additional shares of Senior Preferred Stock, in accordance with the terms
of the Statement of Resolution Establishing the Senior Preferred Stock. In
addition, the holders elected to receive payment of the 2001, 2002 and 2003
dividends in additional shares of Senior Preferred Stock. A cash dividend
of $147,811 was paid to the Senior Preferred Shareholders in June 2004. At
September 30, 2004, there were no dividends in arrears on the Company's
Senior Preferred Stock.
NOTE E INCOME TAXES
At December 31, 2003, the Company had net operating loss carryforwards of
approximately $7,900,000 available to offset future taxable income, which
expire at various dates through 2023. Current year federal taxable income
is being offset with net operating loss carryforwards. However, in
September 2004, the Company paid approximately $11,500 of federal
alternative minimum tax and $15,766 of income taxes to various states.
These taxes are reflected as current tax expense on the statements of
income. Presently deferred tax assets are fully reserved.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
RESULTS OF OPERATIONS
The Company experienced an increase in demand for its services in late 2003
and secured a sufficient number of contracts to keep two seismic crews
employed during the first half of 2004. In June 2004, the Company deployed
its third seismic crew. As a result, TGC reported net income (before
dividend requirements on preferred stock) of $2,347,428 on revenue of
$14,626,809, for the nine month period ended September 30, 2004 compared
with net income (before dividend requirements on preferred stock) of
$301,812 on revenue of $6,537,096 for the same period of 2003. Income per
common share (after the provision for preferred stock dividends) on a basic
and diluted basis, was $.37 and $.20, respectively, for the nine month
period ended September 30, 2004, compared with net income per common share,
on a basic and diluted basis, of $.01 for the same period of 2003. At
December 31, 2003, TGC had net operating loss carryforwards of
approximately $7,900,000 available to offset future taxable income, which
expire at various dates through 2023. As a result, the basic and diluted
earnings per common share for the three and nine months ended September 30,
2004, were based on net income that included only deductions for federal
alternative minimum tax and various state income taxes. See Note E.
TGC reported net income (before dividend requirements on preferred stock)
of $1,037,664 on revenue of $6,872,740, for the three month period ended
September 30, 2004 compared with net income (before dividend requirements
on preferred stock) of $126,776 on revenue of $2,099,890 for the same
period of 2003. Income per common share (after the provision for preferred
stock dividends) on a basic and diluted basis, was $.17 and $.09,
respectively, for the three month period ended September 30, 2004, compared
with net income per common share, on a basic and diluted basis, of $.01 for
the same period of 2003.
The number of common shares used in the income per share computation for
the three and nine month periods ended September 30, 2003 do not include
any common shares issuable for stock options and warrants because the
exercise price of such options and warrants exceeded the average market
price of the common stock and the effect of their inclusion would therefore
be anti-dilutive.
During 2004, oil and gas exploration companies have continued to increase
the level of activity in their domestic oil and gas exploration programs.
As a result, TGC has secured a sufficient number of contracts to keep its
three seismic crews employed for the remainder of 2004 thereby improving
its performance during 2004 compared with 2003. Though there can be no
assurance, should this increased level of activity in the industry
continue, management believes TGC may secure enough contracts to enable the
Company to keep its three seismic crews employed for 2005.
As a result of the deployment, in June 2004, of our third seismic crew and
to better meet the needs of our clients, on October 22, 2004, TGC completed
a loan transaction with a lender for the purpose of providing funds for the
purchase of a new ARAM Aries recording system. This new state-of-the-art
system will enable a crew to record data faster thereby increasing its
productivity as well as freeing up currently owned equipment for TGC's
other two crews. TGC used internally generated funds to make a down
payment to the seller in the amount of $421,085 with the $2,386,649 balance
of the purchase price financed by the lender. The loan is repayable over
a period of thirty-six months at a fixed per annum simple interest rate of
6.85%. The loan is collateralized by the new recording system equipment
and the recording truck and two semi-trailers that will be used to
transport the newly purchased equipment between jobs.
Non-cash charges for depreciation and amortization were $690,666 in the
first nine months of 2004 compared with $1,082,525 for the same period of
2003.
At a September 24, 2004 meeting, the Company's Board of Directors, in an
effort to avoid the continuing administrative costs associated with such a
small number of shares of Series C Preferred Stock outstanding (58,100),
voted to reduce the conversion price of the Series C Preferred Stock from
$6.00 to $2.00 per share of Common Stock for a period beginning on
September 24, 2004 and ending on January 31, 2005, with the understanding
and agreement of each converting holder of the Series C Preferred Stock
that, in accepting such reduced conversion price, each such holder will be
deemed to have agreed to offset the benefit of such price reduction against
whatever amount of accrued dividends may be owing to such holder as of the
conversion date. As a result, a current holder of the Series C Preferred
Stock will be able to convert each share of such Preferred Stock into 2.5
shares of Common Stock. Full conversion of the Series C Preferred Stock
will result in the issuance of 145,250 additional shares of the Company's
Common Stock.
FINANCIAL CONDITION
Cash of $3,285,636 was provided by operations during the first nine months
of 2004 compared with cash provided by operations of $903,875 for the same
period of 2003. This increase was primarily the result of the increase in
net income and the increasing level of activity in the first nine months of
2004 compared with the same period of 2003. During the first nine months
of 2004, capital expenditures for additional vehicles and seismic equipment
of $1,636,126, offset by proceeds from the sale of vehicles of $1,250,
resulted in net cash of $1,634,876 being used in investing activities.
Dividend payments to the Senior Preferred Shareholders of $147,811,
principal payments of notes payable of $169,304, and principal payments of
capital lease obligations of $122,126, offset by proceeds from the exercise
of stock options of $15,825 resulted in net cash of $423,416 being used in
financing activities during the first nine months of 2004. TGC anticipates
that available funds, together with anticipated cash flows generated from
future operations, will be sufficient to meet TGC's minimum lease and note
payment obligations.
In September 2002, TGC issued 1,500,000 stock warrants to certain directors
in exchange for a line of credit, that expired December 31, 2002, in an
amount up to $300,000. The warrants cover 1,500,000 shares of Common
Stock, expire on September 10, 2012, and are exercisable at $.20 per whole
share. During September 2002, TGC borrowed $150,000 of the available
funds. The promissory notes, which bore interest at 6.75% per annum, were
paid in full during December 2002 and January 2003.
In March 2003, the same group of directors committed to provide a line of
credit up to $300,000 through December 31, 2003. Warrants covering 750,000
shares of Common Stock were issued in consideration for the commitment to
provide the line of credit. The warrants expire on June 12, 2013, and are
exercisable at $.20 per whole share. The Company had no borrowings against
the line of credit in 2003.
Working capital increased $946,004 to $2,272,598 at September 30, 2004 from
the December 31, 2003, working capital of $1,326,594. The Company's
current ratio was 1.5 at September 30, 2004, compared with 3.1 at December
31, 2003. Stockholders' equity increased $2,234,553 to $4,177,892 at
September 30, 2004 from the December 31, 2003 balance of $1,943,339. This
increase was primarily attributable to the net income, before dividend
requirements on preferred stock, of $2,347,428 offset by dividends paid to
the Senior Preferred Shareholders of $147,811.
During the third quarter of 2004, to support future growth of the Company,
a $500,000 revolving bank line of credit was secured from a major bank.
The line of credit bears interest at prime plus 1.0%, expires on August 2,
2005, and is collateralized by accounts receivable. As of September 30,
2004, the Company had no borrowings against the revolving line of credit.
Management believes, although there can be no assurance, that available
funds, together with anticipated cash flows generated from future
operations and amounts available under its recently secured revolving line
of credit will be sufficient to meet the Company's cash needs during the
balance of 2004 and the year 2005.
Forward-Looking Statements
This report contains forward-looking statements which reflect the view of
Company's management with respect to future events. Although management
believes that the expectations reflected in such forward-looking statements
are reasonable; it can give no assurance that such expectations will prove
to have been correct. Important factors that could cause actual results to
differ materially from such expectations are disclosed in the Company's
Securities and Exchange Commission filings, and include, but are not
limited to, the dependence upon energy industry spending for seismic
services, the unpredictable nature of forecasting weather, the potential
for contract delay or cancellation, the potential for fluctuations in oil
and gas prices, and the availability of capital resources. The forward-
looking statements contained herein reflect the current views of the
Company's management, and the Company assumes no obligation to update the
forward-looking statements or to update the reasons actual results could
differ from those contemplated by such forward-looking statements.
ITEM 3. CONTROLS AND PROCEDURES
As of the end of the period covered by this quarterly report, the Company
carried out an evaluation, under the supervision and with the participation
of the Company's management, including the Company's Chief Executive
Officer and Principal Financial and Accounting Officer, of the
effectiveness of the design and operation of the Company's disclosure
controls and procedures pursuant to Securities Exchange Act Rule 13a-15(b)
and 15d-15(b). Based upon that evaluation, the Chief Executive Officer and
Principal Financial and Accounting Officer concluded that the Company's
disclosure controls and procedures are effective. There were no
significant changes in the Company's internal controls or in other factors
that could significantly affect these controls during the Company's last
fiscal quarter.
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a. The following is a list of exhibits to this Form 10-QSB:
31.1 Certification of Chief Executive Officer of TGC Industries,
Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
31.2 Certification of Treasurer (Principal Financial and
Accounting Officer) of TGC Industries, Inc. pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of Chief Executive Officer of TGC Industries,
Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
32.2 Certification of Treasurer (Principal Financial and
Accounting Officer) of TGC Industries, Inc. pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
b. Reports on Form 8-K:
One (1) report under Item 5 of Form 8-K was filed during the
reporting period, as follows:
1. A Report on Form 8-K was filed on July 28, 2004, to report
the Company's issuance of a press release reporting its
results for the second quarter of 2004.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
TGC INDUSTRIES, INC.
Date: November 10, 2004 /s/ Wayne A. Whitener
Wayne A. Whitener
President & Chief
Executive Officer
(Principal Executive Officer)
Date: November 10, 2004 /s/ Kenneth W. Uselton
Kenneth W. Uselton
Treasurer (Principal Financial
and Accounting Officer)
EXHIBIT 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
I, Wayne A. Whitener, Chief Executive Officer of TGC Industries,
Inc. certify that:
1. I have reviewed this quarterly report on Form 10-QSB of TGC
Industries, Inc.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not
misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly
present in all material respects the financial condition, results
of operations and cash flows of the registrant as of, and for, the
periods presented in this quarterly report;
4. The registrant's other certifying officer and I are responsible
for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-
15(e)) for the registrant and we have:
a) designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed under
our supervision, to ensure that material information relating
to the registrant, including its consolidated subsidiaries, is
made known to us by others within those entities, particularly
during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this quarterly report
our conclusions about the effectiveness of the disclosure
controls and procedures as of the end of the period covered by
this quarterly report based on such evaluation; and
c) disclosed in this report any change in the registrant's
internal control over financial reporting that occurred during
the registrant's most recent fiscal quarter that has materially
affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting.
5. The registrant's other certifying officer and I have disclosed,
based on our most recent evaluation of internal control over
financial reporting, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons
performing the equivalent function):
a) all significant deficiencies and material weaknesses in the
design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the
registrant's ability to record, process, summarize and report
financial information; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal control over financial reporting.
Date: November 10, 2004
/s/ Wayne A. Whitener
Wayne A. Whitener
President & Chief
Executive Officer
(Principal Executive Officer)
EXHIBIT 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
I, Kenneth W. Uselton, Principal Financial Officer of TGC Industries, Inc.
certify that:
1. I have reviewed this quarterly report on Form 10-QSB of TGC
Industries, Inc.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not
misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly
present in all material respects the financial condition, results
of operations and cash flows of the registrant as of, and for, the
periods presented in this quarterly report;
4. The registrant's other certifying officer and I are responsible
for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-
15(e)) for the registrant and we have:
a) designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed under
our supervision, to ensure that material information relating
to the registrant, including its consolidated subsidiaries, is
made known to us by others within those entities, particularly
during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this quarterly report
our conclusions about the effectiveness of the disclosure
controls and procedures as of the end of the period covered by
this quarterly report based on such evaluation; and
c) disclosed in this report any change in the registrant's
internal control over financial reporting that occurred during
the registrant's most recent fiscal quarter that has
materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial
reporting.
5. The registrant's other certifying officer and I have disclosed,
based on our most recent evaluation of internal control over
financial reporting, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons
performing the equivalent function):
a) all significant deficiencies and material weaknesses in the
design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the
registrant's ability to record, process, summarize and report
financial information; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal control over financial reporting.
Date: November 10, 2004
/s/ Kenneth W. Uselton
Kenneth W. Uselton
Treasurer (Principal Financial
and Accounting Officer)
EXHIBIT 32.1
Certification of
Chief Executive Officer
of TGC Industries, Inc. Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
This certification is furnished solely pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350) and accompanies the quarterly
report on Form 10-QSB (the "Form 10-QSB") for the quarter ended September
30, 2004 of TGC Industries, Inc. (the "Company"). I, Wayne A. Whitener,
the Chief Executive Officer of the Company, certify that, to the best of my
knowledge:
(1) The Form 10-QSB fully complies with the requirements of section
13(a) or section 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Form 10-QSB fairly presents, in
all material respects, the financial condition and results of
operations of the Company.
Dated: November 10, 2004
/s/ Wayne A. Whitener
Wayne A. Whitener
Chief Executive Officer
EXHIBIT 32.2
Certification of
Treasurer (Principal Financial and Accounting Officer)
of TGC Industries, Inc. Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
This certification is furnished solely pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350) and accompanies the quarterly
report on Form 10-QSB (the "Form 10-QSB") for the quarter ended September
30, 2004 of TGC Industries, Inc. (the "Company"). I, Kenneth W. Uselton,
Secretary/Treasurer (Principal Financial and Accounting Officer) of the
Company, certify that, to the best of my knowledge:
(1) The Form 10-QSB fully complies with the requirements of section
13(a) or section 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Form 10-QSB fairly presents, in
all material respects, the financial condition and results of
operations of the Company.
Dated: November 10, 2004
/s/ Kenneth W. Uselton
Kenneth W. Uselton
Treasurer
(Principal Financial and
Accounting Officer)
4891.00001/456527.1