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 JUNE 30, 2003.
[ ] 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 July 31, 2003
Common Stock ($.01 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 June 30, 2003.
Statements of Operations for the three and six month periods ended
June 30, 2003 and 2002.
Statements of Cash Flows for the six-month periods ended June 30,
2003 and 2002.
Notes to Financial Statements.
2
TGC INDUSTRIES, INC.
BALANCE SHEET
(UNAUDITED)
JUNE 30,
2003
____________
ASSETS
CURRENT ASSETS
Cash and cash equivalents $476,861
Trade accounts receivable 687,379
Cost and estimated earnings in excess
of billings on uncompleted contracts -
Prepaid expenses and other 56,584
__________
Total current assets 1,220,824
PROPERTY AND EQUIPMENT - at cost
Machinery and equipment 11,672,664
Automobiles and trucks 772,224
Furniture and fixtures 323,323
Other 18,144
___________
12,786,355
Less accumulated depreciation
and amortization (11,824,959)
____________
961,396
OTHER ASSETS 4,824
____________
Total assets $2,187,044
============
See notes to Financial Statements
3
TGC INDUSTRIES, INC.
BALANCE SHEET -- CONTINUED
(UNAUDITED)
JUNE 30,
2003
_____________
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Trade accounts payable $91,311
Accrued liabilities 102,494
Billings in excess of costs and estimated
earnings on uncompleted contracts 291,906
Current maturities of notes payable 2,489
Current portion of capital lease obligations 54,200
_________
Total current liabilities 542,400
NOTES PAYABLE, less current maturities 97,741
CAPITAL LEASE OBLIGATIONS, less current portion 11,593
COMMITMENTS AND CONTINGENCIES -
STOCKHOLDERS' EQUITY
Preferred stock, $1.00 par value; 4,000,000
shares authorized:
8-1/2% Senior convertible preferred stock;
2,900,973 shares issued and outstanding 2,900,973
8% Series C convertible exchangeable
preferred stock; 1,150,350 shares issued,
58,100 shares outstanding 58,100
Common stock, $.01 par value; 25,000,000
shares authorized; 5,547,008 shares issued 55,470
Additional paid-in capital 6,793,238
Accumulated deficit (8,057,157)
Treasury stock, at cost (31,944 shares) (215,314)
___________
1,535,310
___________
Total liabilities and stockholders' equity $2,187,044
===========
See notes to Financial Statements
4
TGC INDUSTRIES, INC.
STATEMENTS OF OPERATIONS
Three Months Ended Six Months Ended
June 30, June 30,
_______________________ _____________________
(Unaudited) (Unaudited)
2003 2002 2003 2002
_________ ________ __________ ________
Revenue $2,835,401 $1,654,409 $4,437,206 $4,572,269
Cost of services 2,369,624 1,683,020 3,807,055 4,284,901
Selling, general,
administrative 244,988 231,856 450,737 462,377
__________ __________ __________ __________
2,614,612 1,914,876 4,257,792 4,747,278
INCOME (LOSS)
FROM OPERATIONS 220,789 (260,467) 179,414 (175,009)
Interest expense 2,274 3,684 4,378 7,430
___________ __________ __________ __________
NET INCOME (LOSS) 218,515 (264,151) 175,036 (182,439)
Less dividend
requirements on
preferred stock 74,776 69,267 148,588 137,648
___________ __________ __________ __________
INCOME (LOSS) ALLOCABLE
TO COMMON STOCKHOLDERS $143,739 $(333,418) $26,448 $(320,087)
Income (loss)
per common share:
Basic and diluted $.03 $(.06) $.00 $(.06)
Weighted average number
of common shares:
Basic and diluted 5,515,064 5,511,686 5,515,064 5,142,861
See notes to Financial Statements
5
TGC INDUSTRIES, INC.
Statements of Cash Flows (Unaudited)
Six Months Ended
June 30,
_____________________
2003 2002
________ ________
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $175,036 $(182,439)
Adjustments to reconcile net income (loss)
to net cash provided by operating activities:
Depreciation and amortization 732,271 772,038
Gain on disposal of property and equipment (9,349) -
Changes in operating assets and liabilities
Trade accounts receivable (25,329) 1,061,694
Cost and estimated earnings in excess of
billings on uncompleted contracts 32,845 (142,545)
Prepaid expenses and other 45,381 (34,052)
Other assets - -
Trade accounts payable (108,025) (805,823)
Accrued liabilities (19,023) (56,519)
Billings in excess of cost and estimated
earnings on uncompleted contracts (582,281) (588,348)
__________ __________
NET CASH PROVIDED BY OPERATING ACTIVITIES 241,526 24,006
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures (74,264) (100,240)
Proceeds from sale of property and equipment 9,349 -
__________ __________
NET CASH USED IN INVESTING ACTIVITIES (64,915) (100,240)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of notes payable - 29,861
Principal payments on notes payable (132,201) (14,978)
Principal payments on capital lease obligations (90,669) (145,111)
__________ __________
NET CASH USED IN FINANCING ACTIVITIES (222,870) (130,228)
__________ __________
NET DECREASE IN CASH AND CASH EQUIVALENTS (46,259) (206,462)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 523,120 1,043,961
__________ __________
CASH AND CASH EQUIVALENTS AT END OF PERIOD $476,861 $837,499
========== ==========
Supplemental cash flow information
Interest paid $2,274 $7,430
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)
June 30, 2003
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, 2002
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 income (loss) available to common stockholders
was $.01 and $(.01) for the three months ended June 30, 2003 and 2002,
respectively, and $.03 and $(.03) for the six months ended June 30, 2003 and
2002 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 six month periods ended June 30, 2003, and 850,000 for the three and six
month periods ended June 30, 2002. 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 six month periods ended
June 30, 2003 and 2002.
7
TGC INDUSTRIES, INC.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
June 30, 2003
(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 June 30, 2003, cumulative dividends of $104,580 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 June
1, 2003 dividends in additional shares of Senior Preferred Stock. At June
30, 2003, there were no dividends in arrears on the Company's Senior
Preferred Stock.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
RESULTS OF OPERATIONS
The Company's crew returned to work in late January 2003 after being idle
since early November 2002. The Company was able to maintain a sufficient
level of backlog to keep one of its two crews employed the entire second
quarter of 2003. As a result, TGC reported a profit for both the three and
six month periods ended June 30, 2003. TGC reported net income, before
dividend requirements on preferred stock, of $218,515 on revenue of
$2,835,401, for the three month period ended June 30, 2003 compared with a
net loss, before dividend requirements on preferred stock, of $264,151 on
revenue of $1,654,409 for the same period of 2002. Income per common share,
on a basic and diluted basis, was $.03 for the three month period ended June
30, 2003, compared with a loss per common share of $.06 for the same period
of 2002.
For the six month period ended June 30, 2003, TGC reported net income,
before dividend requirements on preferred stock, of $175,036 on revenue of
$4,437,206, compared with a net loss, before dividend requirements on
preferred stock, of $182,439 on revenue of $4,572,269 for the same period of
2002. Income per common share, on a basic and diluted basis, was $.00 for
the six month period ended June 30, 2003, compared with a loss per common
share of $.06 for the same period of 2002.
8
The number of common shares used in the income (loss) per share computation
for the three and six month periods ended June 30, 2003 and 2002, do not
include any common shares issuable for stock options, warrants or
convertible securities because the effect of their inclusion would be anti-
dilutive.
Oil and gas exploration companies have recently increased the level of
activity in their domestic oil and gas exploration programs. 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 improve its performance during the second half of 2003 compared
with the second half of 2002.
Non-cash charges for depreciation and amortization were $732,271 in the
first six months of 2003 compared with $772,038 for the same period of 2002.
At December 31, 2002, TGC had net operating loss carryforwards of
approximately $9,000,000 available to offset future taxable income, which
expire at various dates through 2022.
FINANCIAL CONDITION
Cash of $241,526 was provided by operations during the first six months of
2003 compared with cash provided by operations of $24,006 for the same
period of 2002. This increase was primarily the result of an increasing
level of activity in the first six months of 2003 compared with a declining
level of activity in the same period of 2002. During the first six months of
2003, $74,264 was spent for capital expenditures to replace certain vehicles
and equipment. In addition, $9,349 was received as proceeds from the sale
of property and equipment. As a result, net cash of $64,915 was used in
investing activities during the first six months of 2003. Principal payments
of notes payable of $132,201 along with principal payments of capital lease
obligations of $90,669 resulted in net cash of $222,870 being used in
financing activities during the first six months of 2003. 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 detachable stock warrants to an
investor group that included 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 (provided, however that
the exercise price at the time of a given exercise of the warrants shall not
be less than the then per share par value of the Common Stock). Since the
shareholders approved a reduction in the par value of the Common Stock from
$.30 to $.01 at the Annual Meeting in June 2003, no adjustment to the
exercise price of the warrants will be required. 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.
9
In March 2003 the same investor group that provided the above described line
of credit in 2002, committed to provide a line of credit up to $300,000
through December 31, 2003, on the same terms as the 2002 line of credit,
provided that warrants covering only 750,000 shares of Common Stock will be
issued in consideration for the commitment to provide the line of credit and
warrants covering the remaining 750,000 shares of Common Stock will only be
issued in proportion to the amount of the $300,000 commitment which the
Company determines to draw on (e.g. if the Company borrows a total of
$150,000, warrants covering 375,000 shares will be issued and if the Company
borrows the full commitment of $300,000, warrants covering 750,000 shares
will be issued). As of July 31, 2003, the Company had no borrowings against
the line of credit.
Working capital increased $814,238 to $678,424 at June 30, 2003 from the
December 31, 2002, negative working capital of $135,814. The Company's
current ratio was 2.3 at June 30, 2003, compared with .9 at December 31,
2002. Stockholders' equity increased $175,036 to $1,535,310 at June 30,
2003 from the December 31, 2002 balance of $1,360,274. This increase was
attributable to the net income, before dividend requirements on preferred
stock, of $175,036.
Management believes, although there can be no assurance, that available
funds together with anticipated cash flows generated from future operations
and the recently secured line of credit will be sufficient to meet the
Company's cash needs during 2003.
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
10
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 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The annual meeting of shareholders was held June 12, 2003. The following
matters were voted upon and approved by the Company's shareholders:
a. Election to the Board of Directors of Messrs. Edward L. Flynn,
Herbert M. Gardner, Allen T. McInnes, Pasquale V. Scaturro, James
M. Tidwell, Wayne A. Whitener and William C. Hurtt, Jr. was
approved by the shareholders by a majority vote by a vote of
7,473,352 to 6,262. Mr. William J. Barrett was elected to the
Board of Directors by a majority vote by a vote of 7,471,352 to
8,262.
b. An amendment to the Company's Articles of Incorporation to reduce
the par value of the Company's Common Stock from $.30 to $.01 was
approved by the shareholders by a two-thirds vote by a vote of
7,464,141 to 15,345 with 128 abstaining.
c. Ratification of the selection of the Company's auditors, Lane
Gorman Trubitt, L.L.P., was approved by the shareholders by a
majority vote by a vote of 7,478,609 to 936 with 69 abstaining.
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 - A report under Item 4 of Form 8-K was filed on April 2,
2003, to announce that Grant Thornton LLP ("Grant Thornton")
notified the Audit Committee (the "Audit Committee") of the Board
of Directors of the Company and the Board of Directors of the
Company that Grant Thornton declined to stand for re-election as
the Company's principal accountants. In addition, on April 2,
2003, the Audit Committee and the Board of Directors approved the
engagement of Lane Gorman Trubitt, L.L.P. as the Company's
principal accountants.
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: August 11, 2003 /s/ Wayne A. Whitener
Wayne A. Whitener
President & Chief
Executive Officer
(Principal Executive Officer)
Date: August 11, 2003 /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;
12
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: August 11, 2003
/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;
13
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
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: August 11, 2003
/s/ Kenneth W. Uselton
Kenneth W. Uselton
Treasurer (Principal Financial
and Accounting Officer)
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, 2003
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: August 11, 2003
/s/Wayne A. Whitener
Wayne A. Whitener
Chief Executive Officer
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, 2003
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
15
(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: August 11, 2003
/s/ Kenneth W. Uselton
Kenneth W. Uselton
Treasurer (Principal Financial and
Accounting Officer)
4891.00001/359085.1
16
