-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FwiDqBP3WpzumVzac4lSSdk7Awpj5mFUo/Nyrq+BYe5mHIkA7mOizO/8oMWScwzf l2LlyCl3tSPWRqBFtB7hmQ== 0000929966-04-000060.txt : 20041027 0000929966-04-000060.hdr.sgml : 20041027 20041027165005 ACCESSION NUMBER: 0000929966-04-000060 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20041025 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041027 DATE AS OF CHANGE: 20041027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TGC INDUSTRIES INC CENTRAL INDEX KEY: 0000799165 STANDARD INDUSTRIAL CLASSIFICATION: OIL AND GAS FIELD EXPLORATION SERVICES [1382] IRS NUMBER: 742095844 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-14908 FILM NUMBER: 041100043 BUSINESS ADDRESS: STREET 1: 1304 SUMMIT AVE STE 2 CITY: PLANO STATE: TX ZIP: 75074 BUSINESS PHONE: 9728811099 MAIL ADDRESS: STREET 1: 1304 SUMMIT AVE STREET 2: STE 2 CITY: PLANO STATE: TX ZIP: 75074 8-K 1 tgc8-k.txt TGCI - 3RD QTR 2004 EARNINGS U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report October 25, 2004 (Date of earliest event reported) TGC Industries, Inc. (Exact name of registrant as specified in its charter) Texas 0-14908 74-2095844 (State or other (Commission (I.R.S. Employer jurisdiction File Number) Identification No.) of incorporation) 1304 Summit, Suite 2 Plano, Texas 75074 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (972) 881-1099 Item 7.01 Regulation FD Disclosure. On October 25, 2004, TGC Industries, Inc. ("TGC" or the "Company") issued a press release reporting its results for the fiscal quarter ended September 30, 2004. The full text of the press release is set forth in Exhibit 99.1 hereto. Item 9.01 Financial Statements and Exhibits. (c) Exhibits. 99.1 Press Release dated October 25, 2004, reporting its results for the fiscal quarter ended September 30, 2004. Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. TGC INDUSTRIES, INC. Dated: October 27, 2004 By: /s/ KENNETH W. USELTON Kenneth W. Uselton, Secretary, Treasurer, and CFO (Principal Financial and Accounting Officer) EXHIBIT 99.1 _____________ PRESS RELEASE BARRY KAPLAN ASSOCIATES For Immediate Release: ====================================================================== 623 River Road, Fair Haven, New Jersey 07704 (732) 747-0702 FAX (732) 758-1837 Email: smallkap@aol.com Investor Contact: Andrew J. Kaplan Company Contact: Wayne Whitener President & CEO Tel: (972) 881-1099 Email: wwhitener@tgcseismic.com TGC Industries Reports 718% Increase in Third Quarter 2004 Profits on 227% Increase in Revenues Plano, Texas -- Monday, October 25, 2004 -- TGC Industries, Inc. (Nasdaq OTC BB: TGCI) announced today a 227% increase in revenues for the third quarter of 2004. The Company reported revenues of $6,872,740 for the third quarter ended September 30, 2004, compared with revenues of $2,099,890 for the same period of 2003. Net income for the third quarter of 2004 increased 718% to $1,037,664 (before dividend requirements on preferred stock), compared with net income of $126,776 for the same period of 2003 (before dividend requirements on preferred stock). Diluted earnings per common share for the third quarter of 2004 were $0.09 compared with diluted earnings per common share of $0.01 for the same period of 2003. For the nine months ended September 30, 2004, the Company reported a 123% increase in revenues to $14,626,809 compared with revenues of $6,537,096 for the same period of 2003. Net income for the nine months ended September 30, 2004 increased 677% to $2,347,428 (before dividend requirements on preferred stock) compared with net income of $301,812 for the same period of 2003 (before dividend requirements on preferred stock). Diluted earnings per common share (after the provision for preferred stock dividends) for the nine months ended September 30, 2004 were $0.20 compared with diluted earnings per common share of $0.01 for the same period of 2003. At December 31, 2003, the Company had available, to offset future taxable income, net operating loss carryforwards of approximately $7,900,000, which loss carryforwards expire at various dates through 2023. Current year federal regular income taxes are being offset with these 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 expenses on the statements of income. As previously reported in June 2004, the Company deployed its third seismic crew in response to the increased level of activity in the domestic oil and gas market. The Company operated with only one seismic crew for 2003 and announced the addition of its second seismic crew in January 2004. Mr. Wayne Whitener, President and CEO of TGC Industries, Inc. stated: "We are optimistic about our future because of the results for the first nine months of 2004. Should this increased level of activity continue, management believes the Company will be able to operate at a three-crew level through 2005." Mr. Wayne Whitener further stated: "As a result of the deployment of our third seismic crew and to better meet the needs of our clients, on October 18, 2004 the Company took delivery 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 our other two crews." 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 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. TGC, based in Plano, Texas, is a geophysical service company which primarily provides 3-D seismic services to oil and gas companies. It also maintains a geophysical gravity data bank. TGC Industries, Inc. Condensed Balance Sheets September 30, September 30, 2004 2003 _______________________________________ (Unaudited) (Unaudited) Cash and cash equivalents $2,252,565 $1,049,191 Receivables (net) 3,867,291 500,301 Pre-Paid expenses and other 438,582 109,941 ___________________________________ Current assets 6,558,438 1,659,433 Other assets (net) 3,395 4,824 Property and equipment (net) 2,228,746 726,389 ___________________________________ Total assets $8,790,579 $2,390,646 =================================== Current liabilities $4,285,840 $578,784 Long-term obligations 326,847 149,776 Stockholders' equity 4,177,892 1,662,086 ___________________________________ Total liabilities & equity $8,790,579 $2,390,646 =================================== TGC Industries, Inc. Statements of Income Three Months Ended Nine Months Ended September 30, September 30, 2004 2003 2004 2003 ___________________________________________________ Unaudited Unaudited Revenue $6,872,740 $2,099,890 $14,626,809 $6,537,096 Cost and expenses 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 Earnings per common share: Basic $0.17 $0.01 $0.37 $0.01 Diluted $0.09 $0.01 $0.20 $0.01 Weighted average number of common shares outstanding: 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 The statements of income reflect all adjustments which are, in the opinion of management, necessary for a fair presentation of the interim periods. The results of the interim periods are not necessarily indicative of results to be expected for the entire year. 4891.00001/454818.1 -----END PRIVACY-ENHANCED MESSAGE-----