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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, 2002.
[ ] 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 31, 2002
Common Stock ($.30 Par Value) 5,515,064
1
PART I -- FINANCIAL INFORMATION
ITEM 1 -- FINANCIAL STATEMENTS
Incorporated herein is the following unaudited financial information:
Balance Sheet as of September 30, 2002.
Statements of Operations for the three and nine month
periods ended September 30, 2002 and 2001.
Statements of Cash Flows for the nine-month periods
ended September 30, 2002 and 2001.
Notes to Financial Statements.
2
TGC INDUSTRIES, INC.
BALANCE SHEET
(UNAUDITED)
SEPTEMBER 30,
2002
_____________
ASSETS
CURRENT ASSETS
Cash and cash equivalents $607,691
Trade accounts receivable 452,026
Cost and estimated earnings in excess
of billings on uncompleted contracts -
Prepaid expenses and other 87,145
___________
Total current assets 1,146,862
PROPERTY AND EQUIPMENT - at cost
Machinery and equipment 11,587,905
Automobiles and trucks 833,743
Furniture and fixtures 323,323
Other 18,144
____________
12,763,115
Less accumulated depreciation
and amortization (10,816,981)
____________
1,946,134
OTHER ASSETS 4,824
_____________
Total assets $3,097,820
=============
See notes to Financial Statements
3
TGC INDUSTRIES, INC.
BALANCE SHEET -- CONTINUED
(UNAUDITED)
SEPTEMBER 30,
2002
_____________
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Trade accounts payable $242,675
Accrued liabilities 138,463
Billings in excess of costs and estimated
earnings on uncompleted contracts 186,432
Current maturities of notes payable 135,592
Current portion of capital lease obligations 39,247
_________
Total current liabilities 742,409
NOTES PAYABLE, less current maturities 93,284
CAPITAL LEASE OBLIGATIONS, less current portion 42,972
COMMITMENTS AND CONTINGENCIES -
STOCKHOLDERS' EQUITY
Preferred stock, $1.00 par value; 4,000,000
shares authorized:
8-1/2% Senior convertible preferred stock;
2,669,264 shares issued and outstanding 2,669,264
8% Series C convertible exchangeable
preferred stock; 1,150,350 shares issued,
58,100 shares outstanding 58,100
Common stock, $.30 par value; 25,000,000
shares authorized; 5,547,008 shares issued 1,664,102
Additional paid-in capital 5,416,315
Accumulated deficit (7,373,312)
Treasury stock, at cost (31,944 shares) (215,314)
___________
2,219,155
___________
Total liabilities and stockholders' equity $3,097,820
===========
See notes to Financial Statements
4
TGC INDUSTRIES, INC.
STATEMENTS OF OPERATIONS
Three Months Ended Nine Months Ended
September 30, September 30,
______________________ _____________________
(Unaudited) (Unaudited)
2002 2001 2002 2001
__________ __________ _________ __________
Revenue $1,126,169 $3,545,427 $5,698,438 $7,001,059
Cost of services 1,555,672 3,251,429 5,840,573 7,038,786
Selling, general,
administrative 237,356 245,292 699,733 736,578
__________ __________ __________ _________
1,793,028 3,496,721 6,540,306 7,775,364
INCOME (LOSS) FROM
OPERATIONS (666,859) 48,706 (841,868) (774,305)
Interest expense 3,330 3,600 10,760 14,904
__________ __________ __________ _________
NET INCOME (LOSS) (670,189) 45,106 (852,628) (789,209)
Less dividend requirements
on preferred stock 71,040 156,585 208,688 486,677
__________ __________ __________ ________
(LOSS) ALLOCABLE TO
COMMON STOCKHOLDERS $(741,229) $(111,479) $(1,061,316) $(1,275,886)
(Loss) per common share:
Basic and diluted $(.13) $(.05) $(.20) $(.54)
Weighted average number of
common shares:
Basic and diluted 5,515,064 2,437,893 5,268,292 2,382,708
See notes to Financial Statements
5
TGC INDUSTRIES, INC.
Statements of Cash Flows (Unaudited)
Nine Months Ended
September 30,
_____________________
2002 2001
________ ________
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(852,628) $(789,209)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation and amortization 1,148,240 1,211,711
Gain on sale of property and equipment - (4,000)
Changes in operating assets and liabilities
Trade accounts receivable 803,928 268,486
Cost and estimated earnings in excess of billings
on uncompleted contracts 20,134 (147,482)
Prepaid expenses and other (14,326) (1,705)
Other assets (1,429)
Trade Accounts payable (824,831) 220,253
Accrued liabilities (38,523) 126,946
Billings in excess of cost and estimated earnings
on uncompleted contracts (576,569) 461,989
_________ _________
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (334,575) 1,345,560
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures (100,240) (332,537)
Proceeds from sale of property and equipment - 4,000
_________ _________
NET CASH USED IN INVESTING ACTIVITIES (100,240) (328,537)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from exercise of warrants - 3,766
Proceeds from issuance of notes payable 179,861 81,904
Principal payments on notes payable (26,286) (240,730)
Principal payments on capital lease obligations (155,030) -
_________ _________
NET CASH USED IN FINANCING ACTIVITIES (1,455) (155,060)
_________ _________
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (436,270) 861,963
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 1,043,961 259,131
_________ _________
CASH AND CASH EQUIVALENTS AT END OF PERIOD $607,691 $1,121,094
========= ==========
Supplemental cash flow information
Interest paid $10,760 $14,904
Income taxes paid $ - $ -
Noncash investing and financing activities
Capital lease obligations incurred $22,712 $ -
Series C Preferred Stock converted to Common Stock $977,550 $ -
See notes to Financial Statements
6
TGC INDUSTRIES, INC.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
September 30, 2002
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, 2001 filed on Form 10-KSB.
NOTE C -- EARNINGS (LOSS) PER SHARE
Basic earnings (loss) per common share are based upon the weighted average
number of shares of common stock outstanding. Diluted earnings (loss) 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 loss available to common stockholders was $.01 and $.06 for the three
months ended September 30, 2002 and 2001, respectively, and $.04 and $.20 for
the nine months ended September 30, 2002 and 2001 respectively.
Outstanding warrants that were not included in the diluted calculation because
their effect would be anti-dilutive totaled 2,350,000 for the three and nine-
month periods ended September 30, 2002, and 850,000 for the three and nine-
month periods ended September 30, 2001. Included in the 2,350,000 warrants
are 1,500,000 detachable stock warrants issued in September, 2002, to certain
investors in exchange for their financial commitment for a line of credit that
expires December 31, 2002, in an amount up to $300,000. These warrants were
valued at $45,000 or $.03 per warrant and are reflected as a reduction of
current maturities of notes payable on the September 30, 2002, balance sheet.
Outstanding options that were not included in the diluted calculation because
their effect would be anti-dilutive totaled 232,100 for each of the three and
nine month periods ended September 30, 2002; 232,100 and 267,834 for the three
and nine month periods ended September 30, 2001, respectively.
7
TGC INDUSTRIES, INC.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
September 30, 2002
(Continued)
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, 2002, cumulative dividends of approximately $81,340 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 June and December
2001, and the June 2002 dividends in additional shares of Senior Preferred
Stock. At September 30, 2002, there were no dividends in arrears on the
Company's Senior Preferred Stock.
NOTE E CONVERSION OF SERIES C PREFERRED STOCK
At a November 30, 2001 meeting, the Company's Board of Directors voted to
reduce, on a post-reverse split basis, the conversion price of the Series C
preferred Stock from $2.00 per share of Common Stock to $1.61 per share of
Common Stock. In addition, the Board of Directors voted to extend the
conversion price increase date of the Series C Preferred Stock from the close
of business on December 31, 2001 until the close of business on January 31,
2002. As a result, the conversion price was $1.61 per share of Common Stock
if converted prior to the close of business on January 31, 2002. After
January 31, 2002, and prior to the close of business on December 31, 2002, the
conversion price per share of Common Stock shall be $3.75. Thereafter, the
conversion price per share of Common Stock shall be $6.00. As of January 31,
2002, a total of 1,092,250 shares of Series C Preferred Stock had been
converted into shares of Common Stock. The 58,100 shares of Series C
Preferred Stock that were not converted as of January 31, 2002, remain
outstanding at October 31, 2002. Had these conversions taken place at the
beginning of 2001, loss per common share would have been reduced by $0.05 and
$0.36 for the three and nine month periods ended September 30, 2001,
respectively.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
RESULTS OF OPERATIONS
TGC Industries, Inc. ("TGC") continues to be adversely effected by the reduced
level of seismic activity in the U.S. by the oil and gas exploration
companies, the excess of domestic land based geophysical crews and very
competitive pricing. In addition, TGC's crew experienced unusually adverse
8
weather conditions during the third quarter of 2002. As a result, TGC
reported a net loss, before dividend requirements on preferred stock, of
$670,189 on revenue of $1,126,169, for the three month period ended September
30, 2002 compared with net income, before dividend requirements on preferred
stock, of $45,106 on revenue of $3,545,427 for the same period of 2001. Loss
per common share, on a basic and diluted basis, was $.13 for the three month
period ended September 30, 2002, compared with a loss per common share of $.05
for the same period of 2001.
For the nine month period ended September 30, 2002, TGC reported a net loss,
before dividend requirements on preferred stock, of $852,628 on revenue of
$5,698,438, compared with a net loss, before dividend requirements on
preferred stock, of $789,209 on revenue of $7,001,059 for the same period of
2001. Loss per common share, on a basic and diluted basis, was $.20 for the
nine month period ended September 30, 2002, compared with a loss per common
share of $.54 for the same period of 2001.
There are a significantly greater number of common shares outstanding at
September 30, 2002, than were outstanding at September 30, 2001. This
increase resulted from the conversion of 977,550 shares of Series C Preferred
Stock into 3,030,539 shares of Common Stock during the first quarter of 2002.
See Note E for additional information and the effect on the loss per share in
2001 had these conversions taken place at the beginning of 2001.
As a result of reporting a loss, allocable to common stockholders, for the
three and nine month periods ended September 30, 2002 and 2001, the number of
common shares used in the diluted loss per share computation does not include
any common shares issuable for stock options, warrants or convertible
securities because the effect of their inclusion would be anti-dilutive.
As previously stated, TGC's seismic crew continued to experience adverse
weather conditions during the third quarter of 2002. Because oil and gas
exploration companies continue to curtail their domestic oil and gas
exploration programs, there continues to be excess capacity in the land-based
geophysical services industry and pricing remains very competitive. As a
result, management continues to monitor expenses and, where possible,
implement cost containment programs to remain competitive through this
continued period of reduced industry activity. In the opinion of management,
despite the need for more U.S. energy self-sufficiency and the industry having
favorable longer-term prospects, there are not yet clear indications of when
the geophysical industry will show significant signs of improvement. During
2001, there were a number of consolidations and mergers in the geophysical
industry. In addition, a major seismic competitor recently announced it was
shutting down all its United States and Canadian land-based seismic
operations. Management is hopeful that with fewer seismic crews available in
the marketplace, TGC will be able to secure contracts with improved margins
thereby improving its future performance.
Non-cash charges for depreciation and amortization were $1,148,240 in the
first nine months of 2002 compared with $1,211,711 for the same period of
2001.
At December 31, 2001, TGC had net operating loss carryforwards of
approximately $8,100,000 available to offset future taxable income, which
expire at various dates through 2021.
9
As previously reported, the Company was notified by Nasdaq that, in accordance
with Marketplace Rule 4310(c)(8)(B), the Company's securities were being
delisted from Nasdaq SmallCap Market at the opening of business on May 24,
2002, due to the Company's Common Stock, as previously reported, having failed
to maintain a minimum market value of publicly held shares of $1,000,000 as
required by Marketplace Rule 4310(c)(7). Also, as previously reported,
following the delisting, the Company's securities now trade over-the-counter
on the National Association of Securities Dealers, Inc. Over-The-Counter
Bulletin Board System.
FINANCIAL CONDITION
Cash of $508,152 was used in operations during the first nine months of 2002
compared with cash provided by operations of $1,345,560 for the same period
of 2001. This decrease in cash from operations in the first nine months of
2002 was primarily the result of the net loss for the period, a decrease in
billings in excess of cost and estimated earnings on uncompleted contracts and
a decrease in accounts payable, partially offset by a decrease in accounts
receivable, resulting from a decline in the level of activity during the first
nine months of 2002 as compared with the last three months of 2001. Net cash
of $100,240 was used in investing activities during the first nine months of
2002 for capital expenditures to replace certain vehicles and equipment.
Principal payments of notes payable of $26,286, principal payments of capital
lease obligations of $155,030 offset by proceeds from the issuance of notes
payable of $179,861 resulted in net cash of $1,455 being used in financing
activities during the first nine months of 2002. In September 2002, TGC
issued 1,500,000 detachable stock warrants to certain investors in exchange
for their financial commitment for a line of credit that expires December 31,
2002, in an amount up to $300,000. During September 2002, TGC used $150,000
of available funds under the line of credit. 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.
Working capital increased $192,097 to $404,453 at September 30, 2002 from the
December 31, 2001, working capital of $212,356. The Company's current ratio
was 1.5 at September 30, 2002, compared with 1.1 at December 31, 2001.
Stockholders' equity decreased $807,628 to $2,219,155 at September 30, 2002
from the December 31, 2001 balance of $3,026,783. This decrease was
principally attributable to the net loss, before dividend requirements on
preferred stock, of $852,628.
In October 2002, one of the Company's geophysical service contracts was
cancelled. Management reported to the TGC Board of Directors that the
contract represented approximately 55% of the Company's current backlog.
Management believes, although there can be no assurance, (i) that the Company
will secure additional contracts in amounts sufficient to replace the
cancelled contract, and (ii) available funds, together with anticipated cash
flows generated from future operations and the recently secured line of credit
will be sufficient to fund the Company's existing and ongoing obligations.
10
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. PROCEDURES AND CONTROLS
Within the 90 days prior to the date of this 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-14. 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 subsequent to the date
of their evaluation.
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;
99.1 Certification of Chief Executive Officer of
TGC Industries, Inc. pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
99.2 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: None.
11
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 12, 2002 /s/ Wayne A. Whitener
Wayne A. Whitener
President & Chief
Executive Officer
(Principal Executive Officer)
Date: November 12, 2002 /s/ Kenneth W. Uselton
Kenneth W. Uselton
Treasurer (Principal Financial
and Accounting Officer)
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
I, Wayne A. Whitener, 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-14 and 15d-14)
for the registrant and we have:
a) designed such disclosure controls and procedures 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 as of a date within 90 days prior
to the filing date of this quarterly report (the "Evaluation
Date"); and
12
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed,
based on our most recent evaluation, 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 in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and
report financial data and have identified for the
registrant's auditors any material weaknesses in internal
controls; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officer and I have indicated
in this quarterly report whether or not there were significant
changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date
of our most recent evaluation, including any corrective actions
with regard to significant deficiencies and material weaknesses.
Date: November 12, 2002
/s/ Wayne A. Whitener
Wayne A. Whitener
President & Chief
Executive Officer
(Principal Executive Officer)
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
I, Kenneth W. Uselton, 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;
13
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-14 and 15d-14)
for the registrant and we have:
a) designed such disclosure controls and procedures 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 as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed,
based on our most recent evaluation, 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 in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial
data and have identified for the registrant's auditors any]
material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officer and I have indicated
in this quarterly report whether or not there were significant
changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of
our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: November 12, 2002
/s/ Kenneth W. Uselton
Kenneth W. Uselton
Treasurer (Principal Financial
and Accounting Officer)
298121.1
14
Exhibit 99.1
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 June 30, 2002
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 12, 2002
/s/ Wayne A. Whitener
Wayne A. Whitener
Chief Executive Officer
15
Exhibit 99.2
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 June 30, 2002
of TGC Industries, Inc. (the "Company"). I, Kenneth W. Uselton, 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 12, 2002
/s/ Kenneth W. Uselton
Kenneth W. Uselton
Treasurer (Principal Financial and
Accounting Officer)
16