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, 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 July 30, 2004
Common Stock ($.01 Par Value) 5,729,948
PART I -- FINANCIAL INFORMATION
ITEM 1 -- FINANCIAL STATEMENTS
Incorporated herein is the following unaudited financial information:
Balance Sheet as of June 30, 2004.
Statements of Income for the three and six month periods ended
June 30, 2004 and 2003.
Statements of Cash Flows for the six-month periods ended
June 30, 2004 and 2003.
Notes to Financial Statements.
TGC INDUSTRIES, INC.
BALANCE SHEET
(UNAUDITED)
JUNE 30,
2004
_____________
ASSETS
CURRENT ASSETS
Cash and cash equivalents $4,257,181
Trade accounts receivable 1,641,441
Cost and estimated earnings in excess
of billings on uncompleted contracts 6,235
Prepaid expenses and other 123,228
___________
Total current assets 6,028,085
PROPERTY AND EQUIPMENT - at cost
Machinery and equipment 13,146,750
Automobiles and trucks 1,267,338
Furniture and fixtures 332,754
Other 18,144
____________
14,764,986
Less accumulated depreciation
and amortization (12,764,033)
____________
2,000,953
OTHER ASSETS 3,395
____________
Total assets $8,032,433
============
See notes to Financial Statements
TGC INDUSTRIES, INC.
BALANCE SHEET -- CONTINUED
(UNAUDITED)
JUNE 30,
2004
______________
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Trade accounts payable $1,660,022
Accrued liabilities 78,099
Billings in excess of costs and estimated
earnings on uncompleted contracts 2,570,688
Current maturities of notes payable 147,334
Current portion of capital lease obligations 77,917
___________
Total current liabilities 4,534,060
NOTES PAYABLE, less current maturities 95,095
CAPITAL LEASE OBLIGATIONS, less current portion 281,155
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,
58,100 shares outstanding 58,100
Common stock, $.01 par value; 25,000,000
shares authorized; 5,761,892 shares issued 57,619
Additional paid-in capital 6,564,718
Accumulated deficit (6,367,264)
Treasury stock, at cost (31,944 shares) (215,314)
___________
3,122,123
___________
Total liabilities and stockholders' equity $8,032,433
===========
See notes to Financial Statements
TGC INDUSTRIES, INC.
STATEMENTS OF INCOME
Three Months Ended Six Months Ended
June 30, June 30,
________________________ _________________________
(Unaudited) (Unaudited)
2004 2003 2004 2003
___________ ___________ ___________ ___________
Revenue $4,783,197 $2,835,401 $7,754,069 $4,437,206
Cost of services 3,981,134 2,369,624 5,859,028 3,807,055
Selling, general,
administrative 276,480 244,988 576,875 450,737
___________ ___________ ___________ ___________
4,257,614 2,614,612 6,435,903 4,257,792
INCOME FROM OPERATIONS 525,583 220,789 1,318,166 179,414
Interest expense 5,334 2,274 8,402 4,378
___________ ___________ ___________ ___________
NET INCOME 520,249 218,515 1,309,764 175,036
Less dividend requirements
on preferred stock 79,716 74,776 159,431 148,588
___________ ___________ ___________ ___________
INCOME ALLOCABLE TO
COMMON STOCKHOLDERS $ 440,533 $ 143,739 $1,150,333 $ 26,448
Income per common share:
Basic $ .08 $ .03 $ .20 $ .00
Diluted $ .04 $ .03 $ .11 $ .00
Weighted average number
of common shares:
Basic 5,726,881 5,515,064 5,710,973 5,515,064
Diluted 12,015,284 5,515,064 11,796,154 5,515,064
See notes to Financial Statements
TGC INDUSTRIES, INC.
Statements of Cash Flows (Unaudited)
Six Months Ended
June 30,
________________________
2004 2003
__________ ___________
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $1,309,764 $ 175,036
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 432,709 732,271
Directors fees 11,512 -
Warrants issued for services 5,319 -
Gain on disposal of property and equipment - (9,349)
Changes in operating assets and liabilities
Trade accounts receivable (843,987) (25,329)
Cost and estimated earnings in excess of
billings on uncompleted contracts 24,259 32,845
Prepaid expenses and other (16,906) 45,381
Other assets 1,429 -
Trade accounts payable 1,539,873 (108,025)
Accrued liabilities (27,208) (19,023)
Billings in excess of cost and estimated
earnings on uncompleted contracts 2,274,709 (582,281)
___________ __________
NET CASH PROVIDED BY OPERATING ACTIVITIES 4,711,473 241,526
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures (1,227,158) (74,264)
Proceeds from sale of property and equipment - 9,349
___________ __________
NET CASH USED IN INVESTING ACTIVITIES (1,227,158) (64,915)
CASH FLOWS FROM FINANCING ACTIVITIES
Dividends paid (147,811) -
Principal payments on notes payable (32,637) (132,201)
Principal payments on capital lease obligations (71,907) (90,669)
___________ __________
NET CASH USED IN FINANCING ACTIVITIES (252,355) (222,870)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 3,231,960 (46,259)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 1,025,221 523,120
___________ __________
CASH AND CASH EQUIVALENTS AT END OF PERIOD $4,257,181 $ 476,861
=========== ==========
Supplemental cash flow information
Interest paid $ 8,402 $ 2,274
Income taxes paid $ - $ -
Noncash investing and financing activities
Capital lease obligations incurred $ 235,775 $ -
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)
June 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 June 30, 2004 and
2003, and $.03 for the six months ended June 30, 2004 and 2003.
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. 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 six month periods ended June 30, 2003.
TGC INDUSTRIES, INC.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
June 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 Six Months Ended
June 30, June 30,
_______________________________________________
(Unaudited) (Unaudited)
2004 2003 2004 2003
__________ _________ _________ _________
Basic:
Numerator:
Net income $520,249 $218,515 $1,309,764 $175,036
Less dividend requirements
on preferred stock (79,716) (74,776) (159,431) (148,588)
_________ _________ ___________ _________
Income allocable to common
stockholders $440,533 $143,739 $1,150,333 $26,448
Denominator:
Basic - weighted average
common shares outstanding 5,726,881 5,515,064 5,710,973 5,515,064
__________ _________ _________ __________
Basic EPS $ .08 $ .03 $ .20 $ .00
Diluted:
Numerator:
Income allocable to common
stockholders $440,533 $143,739 $1,150,333 $26,448
Plus dividend requirements
on preferred stock 79,716 74,776 159,431 148,588
_________ _________ __________ ________
Net income $520,249 $218,515 $1,309,764 $175,036
Denominator:
Weighted average common
shares outstanding 5,726,881 5,515,064 5,710,973 5,515,064
Effect of Dilutive Securities:
Warrants 3,092,335 - 2,948,180 -
Stock options 123,387 - 64,320 -
Convertible Preferred Stock 3,072,681 - 3,072,681 -
__________ _________ __________ _________
12,015,284 5,515,064 11,796,154 5,515,064
Diluted EPS $ .04 $ .03 $ .11 $ .00
TGC INDUSTRIES, INC.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
June 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
June 30, 2004, cumulative dividends of $127,820 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
June 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, therefore, no federal tax
expense is reflected 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 six months 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 $1,309,764 on revenue of
$7,754,069, for the six month period ended June 30, 2004 compared with net
income, before dividend requirements on preferred stock, of $175,036 on
revenue of $4,437,206 for the same period of 2003. Income per common share,
on a basic and diluted basis, was $.20 and $.11, respectively, for the six
month period ended June 30, 2004, compared with net income per common share,
on a basic and diluted basis, of $.00 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 six months ended June 30, 2004, was based on net
income before any provision for income taxes. See Note E.
TGC reported net income, before dividend requirements on preferred stock, of
$520,249 on revenue of $4,783,197, for the three month period ended June 30,
2004 compared with net income, before dividend requirements on preferred
stock, of $218,515 on revenue of $2,835,401 for the same period of 2003.
Income per common share, on a basic and diluted basis, was $.08 and $.04,
respectively, for the three month period ended June 30, 2004, compared with
net income per common share, on a basic and diluted basis, of $.03 for the
same period of 2003.
The number of common shares used in the income per share computation for the
three and six month periods ended June 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 or convertible securities and the effect of their inclusion would
therefore 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 keep its three seismic crews employed for the remainder of 2004
thereby improving its performance during 2004 compared with 2003.
Non-cash charges for depreciation and amortization were $432,709 in the first
six months of 2004 compared with $732,271 for the same period of 2003.
FINANCIAL CONDITION
Cash of $4,711,473 was provided by operations during the first six months of
2004 compared with cash provided by operations of $241,526 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 six months of 2004 compared
with the same period of 2003. During the first six months of 2004, $1,227,158
was used in investing activities for capital expenditures for additional
vehicles and seismic equipment. Dividend payments to the Senior Preferred
Shareholders of $147,811, principal payments of notes payable of $32,637 and
principal payments of capital lease obligations of $71,907 resulted in net
cash of $252,355 being used in financing activities during the first six
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 $167,431 to $1,494,025 at June 30, 2004 from the
December 31, 2003, working capital of $1,326,594. The Company's current ratio
was 1.3 at June 30, 2004, compared with 3.1 at December 31, 2003.
Stockholders' equity increased $1,178,784 to $3,122,123 at June 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 $1,309,764 offset by the dividend paid to the Senior Preferred
Shareholders of $147,811.
Management believes, although there can be no assurance, that available funds
together with anticipated cash flows generated from future operations will be
sufficient to meet the Company's cash needs during 2004.
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 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The annual meeting of shareholders was held June 8, 2004. 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, William J. Barrett, William
C. Hurtt, Jr. and Wayne A. Whitener was approved by the
Shareholders by a majority vote by a vote of 7,382,554 to 21,188.
b. 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 7,401,589 to 2,103 with 50 abstaining.
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:
Two reports under Item 5 of Form 8-K were filed during the
reporting period, as follows:
1. A Report on Form 8-K was filed on April 22, 2004, to report the
Company's issuance of a press release reporting its results for
the first quarter of 2004.
2. A Report on Form 8-K was filed on June 17, 2004, to report the
Company's issuance of a press release announcing an increase in
demand for the Company's services, securing a sufficient number
of contracts to deploy a third seismic crew.
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 12, 2004 /s/ Wayne A. Whitener
Wayne A. Whitener
President & Chief
Executive Officer
(Principal Executive Officer)
Date: August 12, 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: August 12, 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: August 12, 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 June 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: August 12, 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 June 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: August 12, 2004
/s/ Kenneth W. Uselton
Kenneth W. Uselton
Treasurer
(Principal Financial and
Accounting Officer)
