Table of Contents

 

 

 

**UNITED STATES SECURITIES AND EXCHANGE COMMISSION**

**Washington, DC 20549**

 

**Form 10-K/A**

**Amendment No. 1**

 

**(Mark One)**

 

**x****  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

 

**For the fiscal year ended December 31, 2010**

 

**Or**

 

**o****   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

 

**Commission File No. 033-19694**

 

**TGC Industries, Inc.**

(Exact name of registrant as specified in its charter)

 

| **Texas**                       | ** ** | **74-2095844**         |
|---------------------------------|------------|------------------------|
| (State or other jurisdiction of |       | (I.R.S. Employer       |
| incorporation or organization)  |       | Identification Number) |

 

| **101 East Park Blvd., Suite 955, Plano, Texas** | ** ** | **75074**  |
|-------------------------------------------------------|------------|------------|
| (Address of Principal Executive Offices)              |       | (Zip Code) |

 

Registrant’s telephone number, including area code: **(972) 881-1099**

 

Securities registered pursuant to Section 12(b) of the Act:

 

| **Title of Each Class** | ** ** | **Name of Each Exchange on Which Registered** |
|----------------------------------------|------------|-----------------------------------------------------------------------------|
| Common Stock, par value $.01           |       | The NASDAQ Stock Market LLC                                                 |

 

Securities registered pursuant to Section 12(g) of the Act: **None**

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

| Large accelerated filer o      |   | Accelerated filer o              |
|-----------------------------------------------|--------|--------------------------------------------|
|                                          |   |                                       |
| Non-accelerated filer o             |   | Smaller reporting company x |
| (Do not check if a smaller reporting company) |   |                                       |

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

 

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold as of the last business day of the Registrant’s most recently completed second fiscal quarter was $39,980,263.

 

Number of shares of Common Stock outstanding as of April 13, 2011:  19,238,856.

 

 

 

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Table of Contents

 

**TGC Industries, Inc.**

 

**TABLE OF CONTENTS**

 
| PART III |     | 2                                                                                                           |
|---------------|----------|-------------------------------------------------------------------------------------------------------------|
|          |     | Item 10. *Directors, Executive Officers and Corporate Governance*                                           |   | 2 |
|          |     | Item 11. *Executive Compensation*                                                                           |   | 5 |
|          | * * | Item 12. *Security Ownership of Certain Beneficial Owners and Management and   Related Stockholder Matters* | * * | 7 |
|          |     | Item 13. *Certain Relationships   and Related Transactions, and Director Independence*                      |   | 11 |
|          |     | Item 14. *Principal Accounting   Fees and Services*                                                         |   | 11 |
| PART IV  |     | 12                                                                                                          |
|          |     | Item 15. *Exhibits and Financial Statement Schedules*                                                       |   | 12 |
| SIGNATURES    |     | 13                                                                                                          |

 

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**EXPLANATORY NOTE**

 

TGC Industries, Inc. (the “*Company*,” “*TGC*,” “*we*” or “*us*”) is filing this Amendment No. 1 on Form 10-K/A (“*Amended Report*”) to its Annual Report on Form 10-K for the period ended December 31, 2010, which was filed with the Securities and Exchange Commission (“*SEC*”) on March 18, 2011 (“*Original Report*”), for the sole purpose of including disclosures under Part III, Items 10 through 14, of Form 10-K, which were not included in the Original Report. Our definitive proxy statement for our 2011 Annual Meeting of Stockholders will not be filed with the SEC within 120 days after the end of our fiscal year ended December 31, 2010; therefore, we are filing this Amended Report to provide the incorporated information within the required time period.

 

Except as described above, the Company has not modified or updated disclosures presented in the Original Report in this Amended Report. Accordingly, this Amended Report does not reflect events occurring after the filing of our Original Report or modify or update those disclosures, including the exhibits to the Original Report, affected by subsequent events. As such, our Original Report continues to speak as of March 18, 2011 (the date it was filed with the SEC). Accordingly, this Amended Report should be read in conjunction with the Original Report and our other reports filed with the SEC subsequent to the filing of our Original Report, including any amendments to those filings.

 

In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by our principal executive officer and principal financial officer are filed as exhibits to this Amended Report under Item 15 of Part IV hereof.

 

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**PART III**

 

**Item 10.  *Directors, Executive Officers and Corporate Governance*.**

 

**Board of Directors**

 

Information concerning each member of TGC’s Board of Directors (the “*Board*”) is set forth below:

 
| **Name, Age, and Business Experience**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | ** ** | **Positions with Company**               |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|----------------------------------------------------|
| ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |       |                                               |
| **Wayne   A. Whitener, 59**

Director   of the Company since 1984; President of the Company since July 1986;   Chief Executive Officer of the Company since 1999; Chief Operating Officer of   the Company from July 1986 to December 1998; Vice President of the   Company from 1983 to July 1986; Director of Supreme   Industries, Inc., a manufacturer of specialized truck bodies and shuttle   buses, since 2008; and Director of Chase Packaging Corporation, a development   stage company, since 2009. Mr. Whitener was selected to serve as a   director of the Company because of his depth of understanding of the   Company’s operations, his strong leadership skills, his extensive employment   experience with the Company, and his significant industry and management   expertise.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |       | Chief   Executive Officer, President, and Director |
| ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |       |                                               |
| **Allen   T. McInnes, Ph.D., 73**

Director   of the Company since 1993; Chairman of the Board from July 1993 to   March 2004; Secretary of the Company from November 1997 to   March 2004; Chief Executive Officer of the Company from August 1993   to March 1996; Director of Tetra Technologies, a chemical manufacturer,   since 1993; President and Chief Executive Officer of Tetra   Technologies, Inc. from April 1996 to January 2000; Chairman   of the Board, President, and Treasurer of Chase Packaging Corporation, a   development stage company, since 1997; and Dean of the Rawls College of   Business at Texas Tech University from September 2001 to present.   Dr. McInnes was selected to serve as a director of the Company due to   his extensive background as an experienced leader of major organizations, his   experience serving on the boards of other public companies, and his   experience as chief executive officer of another public company. In addition,   Dr. McInnes’ current position as Dean of the Business School at Texas   Tech University provides the Board with a link to recent developments in   business management practices. Dr. McInnes qualifies as an “*audit committee financial expert*” under the guidelines of   the Securities and Exchange Commission. |       | Director                                           |
| ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |       |                                               |
| **William   J. Barrett, 71**

Director   of the Company since 1980; Secretary of the Company from 1986 to   November 1997; President of Barrett-Gardner Associates, Inc., an investment   banking firm, from November 2002 until June 2009; and since then   President of W. J. Barrett Associates, Inc.; previously Senior Vice   President of Janney Montgomery Scott LLC, an investment banking firm, from   1978 to 2002; Director, Executive Vice President, and Secretary of Supreme   Industries, Inc., a manufacturer of specialized truck bodies and shuttle   buses, since 1979; Chairman of the Board of Rumson-Fair Haven Bank and Trust,   a New Jersey state independent, commercial bank and trust company, since   2000; Director of MassMutual Corporate Investors, a close-end investment   company, since July of 2006; Director of MassMutual Participation   Investors, a close-end investment company, since July of 2006; Director   of Chase Packaging                                                                                                                                                                                                                                                                                                                                                                                  |       | Director                                           |

 

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| **Name, Age, and Business Experience**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | ** ** | **Positions with Company** |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|--------------------------------------|
| Corporation,   a development stage company, since 2001. Mr. Barrett brings to the Board   keen business and financial judgment and an extraordinary understanding of   the Company’s business, history, and organization, as well as extensive   leadership experience.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |       |                                 |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |       |                                 |
| **Herbert   M. Gardner, 71**

Director   of the Company since 1980; Executive Vice President of Barrett-Gardner   Associates, Inc., an investment banking firm, from November 2002   until June 2009; and previously Senior Vice President of Janney   Montgomery Scott LLC, an investment banking firm, from 1978 to 2002; Chairman   of the Board of Supreme Industries, Inc. (“*Supreme*”),   a manufacturer of specialized truck bodies and shuttle buses, since 1979;   Chief Executive Officer of Supreme from 1979 to January 2011; President   of Supreme from June 1992 to February 2006; Director of Rumson-Fair   Haven Bank and Trust Company, a New Jersey state independent, commercial bank   and trust company, since 2000; Director of Chase Packaging Corporation, a   development stage company, since 2001; former Director of Nu-Horizons   Electronics Corp., an electronics component distributor, from 1984 until   January 2011; and former Director of MKTG, Inc., a marketing and   sales promotion company from 1997 until January 2010. Mr. Gardner   was selected to serve as a director of the Company due to his extensive   management experience, his deep understanding of the Company and its history   and organization, his strong leadership skills, his outstanding business and   financial judgment, and his experience as chief executive officer of another   public company. |       | Director                             |
| ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |       |                                 |
| **Edward   L. Flynn, 76**

Director   of the Company since 1999; Owner of Flynn Meyer Company, a management company   for the restaurant industry, since 1976; Director and Treasurer of Citri-Lite   Co., a soft drink company, since 1994; Director of Supreme Industries, Inc.,   a manufacturer of specialized truck bodies and shuttle buses, since 2007;   Director of Bioject Medical Technologies Inc., a medical device company,   since 2007; and Director of Chase Packaging Corporation, a development stage   company, since 2007. Mr. Flynn is an experienced leader of large   organizations and brings to the Board strong executive management skills and   experience serving on the boards of other public companies.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |       | Director                             |
| ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |       |                                 |
| **Stephanie   P. Hurtt, 66**

Director   of the Company since 2007; Member of Finance Committee of McKee Botanical   Garden since 2006; Member of Board of Directors and First Vice-President of   McKee Botanical Garden since 2008; Member of Indian River Medical Center   Foundation Advisory Board; former Treasurer of Navesink River Auxiliary for   Riverview Hospital; former Assistant in the Development Office and Secretary   to the Headmaster of The Rumson Country Day School; and recipient of B.S.,   Business Administration from Simmons College, Boston, MA. Ms. Hurtt was   selected to serve as a director of the Company due to her experience serving   on the boards of other organizations through which she has exhibited   significant leadership experience.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |       | Director                             |

 

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**Executive Officers**

 

Information concerning the executive officers of TGC, who do not serve on the Board, is set forth below:

 
| **Name, Age, and Business Experience**                                                                                                                                                                                                                                                                                                                                                                                               | ** ** | **Positions with Company**                                |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|---------------------------------------------------------------------|
| **Daniel   G. Winn, 60**

Executive   Vice President of the Company since November 2009; Vice President of the   Company from June 2004 to November 2009; Operations Manager of the   Company from August 1997 to June 2004; Operations Supervisor of the   Company from January 1990 to August 1997; Operations Supervisor for   Halliburton Geophysical from January 1988 to January 1990.                |       | Executive   Vice President                                          |
| ** **                                                                                                                                                                                                                                                                                                                                                                                                                                               |       |                                                                |
| **James   K. Brata, 55**

Secretary   and Treasurer of the Company since March 2009; Chief Financial Officer   of the Company since October 2008; Vice President of the Company since   June 2008; Assistant Corporate Controller for Sport Supply Group from   February 2007 to October 2007; President of South TX Outfitters   from July 2002 to December 2006. Mr. Brata is a Certified   Public Accountant. |       | Vice   President, Chief Financial Officer, Secretary, and Treasurer |

 

**Audit Committee**

 

TGC’s Audit Committee is comprised of Dr. McInnes, Mr. Gardner, Mr. Flynn and Ms. Hurtt.  The purpose and functions of the Audit Committee are to: appoint or terminate the independent auditors; evaluate and determine compensation of the independent auditors; review the scope of the audit proposed by the independent auditors; review year-end financial statements prior to issuance; consult with the independent auditors on matters relating to internal financial controls and procedures; and make appropriate reports and recommendations to the Board.

 

The members of the Audit Committee are independent as defined in NASDAQ’s listing standards.  All members of the Audit Committee are financially literate and are able to read and understand fundamental financial statements, including a balance sheet, income statement, and cash flow statement. The Board has determined that Dr. McInnes qualifies as an “*Audit Committee Financial Expert*” as defined by applicable SEC rules, and his experience and background are described above.

 

The management of the Company is responsible for the preparation and integrity of the financial reporting information and related systems of internal controls.  The Audit Committee, in carrying out its role, relies on the Company’s senior management, including senior financial management, and its independent auditors.  The Audit Committee has the authority and available funding to engage any independent legal counsel and any accounting or other expert advisors as necessary to carry out its duties.

 

**Section 16(a) Beneficial Ownership Reporting Compliance**

 

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s directors and executive officers, and persons who own more than 10% of the Company’s common stock, par value $.01 per share (the “*Common Stock*”), to file with the SEC certain reports of beneficial ownership of Common Stock.  Based solely on copies of such reports furnished to the Company and written representations that no other reports were required, the Company believes that all applicable Section 16(a) filing requirements were complied with by its directors, officers, and 10% shareholders during the last fiscal year, except that Ms. Hurtt filed on an untimely basis one Statement of Changes in Beneficial Ownership on Form 4 reporting a transfer of shares of Common Stock resulting from an inheritance.

 

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**Code of Ethics**

 

The Company has adopted a Code of Ethics that applies to the Company’s executive officers and directors, including the Company’s principal executive officer and principal financial and accounting officer.  A copy of the Code of Ethics may be obtained without charge by written request to the Company as follows:  TGC Industries, Inc., 101 Park Blvd., Suite 955, Plano, Texas 75074, Attn: James K. Brata, Secretary.

 

**Item 11.  *Executive Compensation*.**

 

**Summary Compensation Table**

 

The following table sets forth certain information concerning compensation for fiscal years 2010 and 2009 paid to the Company’s Chief Executive Officer and the Company’s other two most-highly compensated executive officers (collectively, the “*Named Executive Officers*”).

 
| **Name and**          | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | **All Other** | ** ** | ** ** | ** ** |
|----------------------------|------------|------------|------------|------------|------------|------------|------------|--------------------|------------|------------|------------|
| **Principal**              | ** ** | ** ** | ** ** | **Salary** | ** ** | **Bonus**  | ** ** | **Compensation**   | ** ** | **Total**  | ** ** |
| **Position**               | ** ** | **Year**   | ** ** | **($)**    | ** ** | **($)**    | ** ** | **($)**            | ** ** | **($)**    | ** ** |
|                       |       |       |       |       |       |       |       |               |       |       |       |
| **Wayne A. Whitener**      |       | 2010       |       | 250,000    |       | 250,000    |       | 15,747             |       | 515,757    |       |
| President and CEO          |       | 2009       |       | 250,000    |       | 150,000    |       | 9,974              |       | 409,974    |       |
|                       |       |       |       |       |       |       |       |               |       |       |       |
| **Daniel G. Winn**         |       | 2010       |       | 154,476    |       | 31,000     |       | 9,470              |       | 194,946    |       |
| Vice President             |       | 2009       |       | 142,593    |       | 28,000     |       | 5,933              |       | 176,526    |       |
|                       |       |       |       |       |       |       |       |               |       |       |       |
| **James K. Brata**         |       | 2010       |       | 140,865    |       | 23,000     |       | 2,430              |       | 166,295    |       |
| Vice President, Secretary, |       | 2009       |       | 125,000    |       | 20,000     |       | 1,940              |       | 146,940    |       |
| Treasurer, and CFO         |       |       |       |       |       |       |       |               |       |       |       |

 

**All Other Compensation**

 

The following table describes each component of the “All Other Compensation” column of the Summary Compensation Table.

 
| ** **            | ** ** | ** ** | ** ** | **Car**       | ** ** | **Insurance** | ** ** | **401(k)** | ** ** | **Club**       | ** ** | **Tax**  | ** ** | ** ** | ** ** |
|-----------------------|------------|------------|------------|---------------|------------|---------------|------------|------------|------------|----------------|------------|----------|------------|------------|------------|
| ** **            | ** ** | ** ** | ** ** | **Allowance** | ** ** | **Premium**   | ** ** | **Match**  | ** ** | **Membership** | ** ** | **Prep** | ** ** | **Total**  | ** ** |
| ** **            | ** ** | **Year**   | ** ** | **($)**       | ** ** | **($)**       | ** ** | **($)**    | ** ** | **($)**        | ** ** | **($)**  | ** ** | **($)**    | ** ** |
|                  |       |       |       |          |       |          |       |       |       |           |       |     |       |       |       |
| **Wayne A. Whitener** |       | 2010       |       | 5,802         |       | 516           |       | 6,461      |       | 2,273          |       | 695      |       | 15,747     |       |
| ** **            |       | 2009       |       | 5,109         |       | 516           |       | 385        |       | 3,289          |       | 675      |       | 9,974      |       |
|                  |       |       |       |          |       |          |       |       |       |           |       |     |       |       |       |
| **Daniel G. Winn**    |       | 2010       |       | 3,926         |       | 792           |       | 4,752      |       | —         |       | —   |       | 9,470      |       |
| ** **            |       | 2009       |       | 4,445         |       | 516           |       | 972        |       | —         |       | —   |       | 5,933      |       |
|                  |       |       |       |          |       |          |       |       |       |           |       |     |       |       |       |
| **James K. Brata**    |       | 2010       |       | 1,214         |       | 516           |       | 700        |       | —         |       | —   |       | 2,430      |       |
| ** **            |       | 2009       |       | 1,664         |       | 276           |       | —     |       | —         |       | —   |       | 1,940      |       |

 

During 2009 and 2010, the Company did not grant any stock options or stock awards to any of the Named Executive Officers.

 

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**Outstanding Equity Awards at Fiscal Year End**

 

The following table provides information about the holdings of stock options and restricted stock by the Named Executive Officers at December 31, 2010.

 
| **Option Awards** | ** ** | **Stock Awards** | ** ** |
|------------------------|------------|-----------------------|------------|
| ** **             | ** ** | ** **            | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | **Equity** | ** ** | **Equity** | ** ** |
| ** **             | ** ** | ** **            | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | **Incentive** | ** ** | **Incentive** | ** ** |
| ** **             | ** ** | ** **            | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | **Plan** | ** ** | **Plan** | ** ** |
| ** **             | ** ** | ** **            | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | **Awards:** | ** ** | **Awards:** | ** ** |
| ** **             | ** ** | ** **            | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | **Number of** | ** ** | **Market** | ** ** |
| ** **             | ** ** | ** **            | ** ** | **Number of** | ** ** | ** ** | ** ** | ** ** | ** ** | **Unearned** | ** ** | **Payout Value** | ** ** |
| ** **             | ** ** | **Number of**    | ** ** | **Securities** | ** ** | ** ** | ** ** | ** ** | ** ** | **Shares or** | ** ** | **of Unearned** | ** ** |
| ** **             | ** ** | **Securities**        | ** ** | **Underlying** | ** ** | ** ** | ** ** | ** ** | ** ** | **Other** | ** ** | **Shares or** | ** ** |
| ** **             | ** ** | **Underlying**        | ** ** | **Unexercised** | ** ** | ** ** | ** ** | ** ** | ** ** | **Rights** | ** ** | **Other Rights** | ** ** |
| ** **             | ** ** | **Unexercised**       | ** ** | **Options** | ** ** | **Option** | ** ** | **Option** | ** ** | **That Have** | ** ** | **That Have** | ** ** |
| ** **             | ** ** | **Options**           | ** ** | **(#)** | ** ** | **Exercise** | ** ** | **Expiration** | ** ** | **Not Vested** | ** ** | **Not Vested** | ** ** |
| ** **             | ** ** | **(#)**               | ** ** | **Unexercisable** | ** ** | **Price** | ** ** | **Date** | ** ** | **(#)** | ** ** | **($)** | ** ** |
| **Name**               | ** ** | **Exercisable**       | ** ** | **(1)** | ** ** | **($)** | ** ** | **-** | ** ** | **(2)** | ** ** | **(3)** | ** ** |
|                   |       |                  |       |   |   |   |   |   |   |   |   |   |   |
| **Wayne A. Whitener**  |       | 36,383                |       | 18,742 |   | 3.06 |   | 10/24/2013 |   | — |   | — |   |
|                   |       |                  |       |   |   |   |   |   |   |   |   |   |   |
| **Daniel G. Winn**     |       | 21,830                |       | 11,245 |   | 3.06 |   | 10/24/2013 |   | — |   | — |   |
|                   |       |                  |       |   |   |   |   |   |   |   |   |   |   |
| **James K. Brata**     |       | 21,830                |       | 11,245 |   | 3.06 |   | 10/24/2013 |   | 3,749 |   | 14,246 |   |

 

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(1)   All of such stock options will vest on October 24, 2011 if such Named Executive Officer remains an employee of the Company at that time.  In addition, all of such stock options will vest upon the effective date of a change in control of the Company.

 

(2)   All of such shares of restricted stock will vest on June 16, 2011 if such Named Executive Officer remains an employee of the Company at that time.  In addition, all of such restricted stock will vest upon the effective date of a change in control of the Company.

 

(3)          The market value is based on the December 31, 2010 closing price of $3.80 per share.

 

**Director Compensation**

 

For services performed in 2010, each outside director received fees of $54,000, consisting of $21,000 representing quarterly cash payments of $5,000 for the first and second quarters, and $5,500 for the third and fourth quarters, and $33,000 which was paid in cash in lieu of stock options.  In the past, outside directors received stock options as a portion of their compensation for service on the Board.  In 2010, the Company’s Stock Awards Committee failed to grant stock options to the outside directors, and the Board determined to issue an additional cash payment of $33,000 to each outside director instead.  In addition, through June 14, 2010, each outside director received $1,500 for each Board meeting attended and $750 for each committee meeting attended, respectively. Effective June 15, 2010, each outside director received $1,650 for each Board meeting attended and $825 for each committee meeting attended.  The Chairman of the Audit Committee received an additional $10,500.  Directors who are employees of the Company do not receive directors’ fees.

 

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The following table provides information about the compensation earned by the outside members of the Board during fiscal year 2010.

 
| ** **             | ** ** | **Fees**         | ** ** | ** ** | ** ** |
|------------------------|------------|------------------|------------|------------|------------|
| ** **             | ** ** | **Earned**       | ** ** | ** ** | ** ** |
| ** **             | ** ** | **or Paid** | ** ** | ** ** | ** ** |
| ** **             | ** ** | **In**           | ** ** | ** ** | ** ** |
| ** **             | ** ** | **Cash**         | ** ** | **Total**  | ** ** |
| **Name**               | ** ** | **($)**          | ** ** | **($)**    | ** ** |
|                   |       |             |       |       |       |
| **William J. Barrett** |       | 58,650           |       | 58,650     |       |
| **Edward L. Flynn**    |       | 60,300           |       | 60,300     |       |
| **Herbert M. Gardner** |       | 61,800           |       | 61,800     |       |
| **Stephanie P. Hurtt** |       | 60,300           |       | 60,300     |       |
| **Allen T. McInnes**   |       | 72,300           |       | 72,300     |       |

 

At December 31, 2010, our directors had options exercisable into the following numbers of shares: Mr. Barrett — 55,245 shares; Mr. Flynn — 55,245 shares, Mr. Gardner — 55,245 shares; Ms. Hurtt — 55,245 shares and Mr. McInnes —55,245 shares.

 

**Item 12.  *Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.***

 

**Security Ownership of Certain Beneficial Owners And Management**

 

The following tabulation sets forth the names of those persons who are known to the Company to be the beneficial owner(s) as of April 13, 2011 of more than five percent (5%) of the Common Stock.  Such tabulation also sets forth the number of shares of Common Stock beneficially owned as of April 13, 2011 by each of the Company’s directors, named executive officers, and nominees for director, and all directors and executive officers of the Company as a group.  Persons having direct beneficial ownership of Common Stock possess the sole voting and dispositive power in regard to such stock.  As of April 13, 2011 there were 19,238,856 shares of Common Stock outstanding.

 

The following tabulation also includes Common Stock covered by:  (i) options granted under the Company’s 1999 Stock Option Plan and options granted under the Company’s 2006 Stock Awards Plan, which options are collectively referred to as “*Stock Options*”; and (ii) restricted shares issued under the Company’s 2006 Stock Awards Plan, which shares are collectively referred to as “*Restricted Stock*.”  The Stock Options have no voting or dividend rights.  The Restricted Stock has full voting and dividend rights.  However, recipients of Restricted Stock will not possess dispositive power over such stock until the respective recipient has fulfilled the service requirements and the restrictions have been removed from such stock.

 

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| **Name & Address   Of Beneficial Owner**                             | ** ** | **Title of Class** | ** ** | **Amount & Nature of   Beneficial Ownership** | ** ** | **Approximate   % of Class (1)** | ** ** |
|----------------------------------------------------------------------------------------------|------------|------------------------------|------------|-----------------------------------------------------------------------|------------|-------------------------------------------------|------------|
|                                                                                         |       |                         |       |                                                                  |       |                                            |       |
| Wayne A. Whitener

TGC Industries, Inc.

101 E. Park Blvd., Ste 955

Plano, Texas 75074 |       | Common                       |       | 107,501                                                               | (2)        | *                                               |       |
|                                                                                         |       |                         |       |                                                                  |       |                                            |       |
| William J. Barrett

19 Point Milou

St. Barthelemy, FWI                                      |       | Common                       |       | 1,962,712                                                             | (2)(3)     | 10.17                                           | %          |
|                                                                                         |       |                         |       |                                                                  |       |                                            |       |
| Herbert M. Gardner

636 River Road

Fair Haven, NJ 07704                                     |       | Common                       |       | 748,212                                                               | (2)(4)     | 3.88                                            | %          |
|                                                                                         |       |                         |       |                                                                  |       |                                            |       |
| Allen T. McInnes

4532 7th Street

Lubbock, TX 79416                                         |       | Common                       |       | 1,070,278                                                             | (2)        | 5.55                                            | %          |
|                                                                                         |       |                         |       |                                                                  |       |                                            |       |
| Edward L. Flynn

7511 Myrtle Avenue

Glendale, New York 11385                                |       | Common                       |       | 1,542,334                                                             | (2)(5)     | 8.00                                            | %          |
|                                                                                         |       |                         |       |                                                                  |       |                                            |       |
| Stephanie P. Hurtt

188 East Bergen Place

Ste 205

Red Bank, NJ 07701                       |       | Common                       |       | 359,224                                                               | (2)        | 1.86                                            | %          |
|                                                                                         |       |                         |       |                                                                  |       |                                            |       |
| James K. Brata

TGC Industries, Inc.

101 E. Park Blvd., Ste 955

Plano, TX 75074       |       | Common                       |       | 32,855                                                                | (2)(6)     | *                                               |       |
|                                                                                         |       |                         |       |                                                                  |       |                                            |       |
| Daniel G. Winn

TGC Industries, Inc.

101 E. Park Blvd., Ste 955

Plano, TX 75074       |       | Common                       |       | 52,793                                                                | (2)        | *                                               |       |
|                                                                                         |       |                         |       |                                                                  |       |                                            |       |
| Royce & Associates, LLC

745 Fifth Avenue

New York, NY 10151                       |       | Common                       |       | 2,315,017                                                             | (7)        | 12.03                                           | %          |
|                                                                                         |       |                         |       |                                                                  |       |                                            |       |
| Thomson Horstmann & Bryant, Inc.

501 Merritt 7

Norwalk, CT 06851             |       | Common                       |       | 1,719,000                                                             | (8)        | 8.94                                            | %          |

 

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| **Name & Address**

**Of Beneficial Owner**                                                                                                       |   | **Title of Class** |   | **Amount & Nature of   Beneficial Ownership** |            | **Approximate   % of Class (1)** |   |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|------------------------------|--------|-----------------------------------------------------------------------|-----------------|-------------------------------------------------|--------|
|                                                                                                                                                                      |   |                         |   |                                                                  |            |                                            |   |
| Harpswell Capital Management, LLC 

John P. Moore

2 Monument Square, Suite 650

Portland, ME 04101                                                                  |   | Common                       |   | 1,118,260                                                             | (9)             | 5.81                                            | %      |
|                                                                                                                                                                      |   |                         |   |                                                                  |            |                                            |   |
| Ameriprise Financial, Inc.

145 Ameriprise Financial Center

Minneapolis, MN 55474

Columbia Management Investment

Advisers, LLC

100 Federal St.

Boston, MA 02110 |   | Common                       |   | 1,119,404                                                             | (10)            | 5.82                                            | %      |
|                                                                                                                                                                      |   |                         |   |                                                                  |            |                                            |   |
| All   directors and officers as a group of eight (8) persons                                                                                                         |   | Common                       |   | 5,875,909                                                             | (2)(3)(4)(5)(6) | 29.99                                           | %      |

 

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* Less than 1%

 

(1)           The percentage calculations have been made in accordance with Rule 13d-3(d)(1) promulgated under the Securities Exchange Act of 1934, as amended.  In making these calculations, shares of Common Stock beneficially owned by a person as a result of the ownership of certain Stock Options were deemed to be currently outstanding solely with respect to the holders of such Stock Options.

 

(2)           Includes the number of shares of Common Stock underlying Stock Options set forth opposite the person’s name in the following table, which shares are deemed to be beneficially owned for purposes hereof as a result of the ownership of Stock Options.

 
| ** **                              | ** ** | **Stock Options** |   |
|-----------------------------------------|------------|------------------------|--------|
| Wayne   A. Whitener                     |       | 36,383                 |   |
| William   J. Barrett                    |       | 55,245                 |   |
| Herbert   M. Gardner                    |       | 55,245                 |   |
| Allen   T. McInnes                      |       | 55,245                 |   |
| Edward   L. Flynn                       |       | 55,245                 |   |
| Stephanie   P. Hurtt                    |       | 55,245                 |   |
| Daniel   G. Winn                        |       | 21,830                 |   |
| James   K. Brata                        |       | 21,830                 |   |
|                                    |       |                   |   |
| All   directors and officers as a group |       | 356,268                |   |

 

(3)           Includes 161,221 shares of Common Stock owned by William J. Barrett’s wife. Mr. Barrett has disclaimed beneficial ownership of these shares.

 

(4)           Includes 72,975 shares of Common Stock owned by Herbert M. Gardner’s wife.  Mr. Gardner has disclaimed beneficial ownership of these shares.

 

(5)           Includes 274,768 shares of Common Stock owned by Edward L. Flynn’s wife.  Mr. Flynn has disclaimed beneficial ownership of these shares.  Also includes 27,562 shares held by Flynn Meyer PSP&T #1.  Mr. Flynn has disclaimed beneficial ownership of these shares.

 

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(6)           Includes 11,025 shares of Restricted Stock issued to Mr. Brata on June 16, 2008.  These shares of Restricted Stock vested (*i.e*., the restrictions lapsed) 33% on June 16, 2009 and 33% on June 16, 2010, and the final 34% will vest on June 16, 2011, provided he remains employed by the Company.  Mr. Brata has full voting and dividend rights on all of his shares of Restricted Stock.

 

(7)           Information based solely on a Schedule 13G filed with the SEC on January 25, 2011.

 

(8)           Information based solely on a Schedule 13G filed with the SEC on February 9, 2011.

 

(9)           Information based solely on a Schedule 13G filed with the SEC on February 1, 2011.

 

(10)         Information based solely on a Schedule 13G filed with the SEC on February 11, 2011.

 

Depositories such as The Depository Trust Company (Cede & Company) as of April 13, 2011 held, in the aggregate, more than 5% of the then outstanding Common Stock voting shares.  The Company understands that such depositories hold such shares for the benefit of various participating brokers, banks, and other institutions which are entitled to vote such shares according to the instructions of the beneficial owners thereof.  The Company has no reason to believe that any of such beneficial owners hold more than 5% of the Company’s outstanding voting securities.

 

**Equity Compensation Plan Information**

 

The following table summarizes certain information regarding securities authorized for issuance under our 1999 Stock Option Plan and 2006 Stock Awards Plan.

 

**Equity Compensation Plan Information**

 
| ** **                                                   | ** ** | ** **                         | ** ** | ** **                      | ** ** | **Number of Securities**            | ** ** |
|--------------------------------------------------------------|------------|------------------------------------|------------|---------------------------------|------------|-----------------------------------------------|------------|
| ** **                                                   | ** ** | ** **                         | ** ** | ** **                      | ** ** | **Remaining Available for**         | ** ** |
| ** **                                                   | ** ** | **Number of Securities** | ** ** | ** **                      | ** ** | **Future Issuance Under**           | ** ** |
| ** **                                                   | ** ** | **to be Issued**         | ** ** | **Weighted-Average**            | ** ** | **Equity Compensation Plans**       | ** ** |
| ** **                                                   | ** ** | **Upon Exercise of**     | ** ** | **Exercise Price of** | ** ** | **(excluding securities reflected** | ** ** |
| **Plan Category**                                       | ** ** | **Outstanding Options**       | ** ** | **Outstanding Options**    | ** ** | **in Column (a)**                   | ** ** |
| ** **                                                   | ** ** | **(a)**                            | ** ** | **(b)**                         | ** ** | **(c)**                                       | ** ** |
|                                                         |       |                               |       |                            |       |                                          |       |
| Equity compensation plans approved by security   holders     |       | 761,959                            |       | $                               | 3.75       |                                          | 2,171,835  | (1) |
|                                                         |       |                               |       |                            |       |                                          |       |
| Equity compensation plans not approved by security   holders |       | —                             |       | —                          |       | —                                        |       |
|                                                         |       |                               |       |                            |       |                                          |       |
| Total                                                        |       | 761,959                            |       | $                               | 3.75       |                                          | 2,171,835  | (1) |

 

----

(1)  The Company’s 1999 Stock Option Plan expired in 2009.  All outstanding options under the 1999 Stock Option Plan expired, unexercised, during the year ended December 31, 2010.  As a result, no options were outstanding under the 1999 Stock Option Plan at December 31, 2010, and no additional options may be granted under the 1999 Stock Option Plan.  There are 2,171,835 shares available to be issued under the 2006 Stock Awards Plan.

 

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**Item 13.  *Certain Relationships and Related Transactions, and Director Independence*.**

 

**Independence**

 

The Board has determined that the following four directors have no material relationship with the Company that would interfere with the exercise of independent judgment and are “*independent directors*” as that term is defined in NASDAQ’s listing standards:  Allen T. McInnes, Herbert M. Gardner, Edward L. Flynn, and Stephanie P. Hurtt.

 

**Transactions and Relationships Involving Our Directors and Executive Officers**

 

The Company borrowed $2,602,075 from Rumson-Fair Haven Bank & Trust (the “*Bank*”) on January 18, 2008.  Messrs Barrett and Gardner, who serve as directors of the Company, also serve as directors of the Bank.  In addition, Mr. Barrett owns approximately 12% of the equity of the Bank, and Mr. Gardner owns approximately 2% of the equity of the Bank.  The loan has an interest rate of 6.35% and will mature on February 1, 2013.  As of April 13, 2011, the outstanding principal of the loan was $1,039,125.  During 2010, the Company paid $94,593 in interest and $507,444 in principal on the loan.  The Board believes that the terms of the loan are the same as would have resulted from arms-length negotiations with an unrelated third party.

 

**Item 14.  *Principal Accounting Fees and Services*.**

 

**Audit and Non-Audit Fees**

 

The following table presents the aggregate fees billed by the Company’s Independent Registered Public Accounting Firm, Lane Gorman Trubitt, L.L.P. (the “*Independent Auditor*”), for professional services rendered for the audits of our annual financial statements and audit-related fees, tax fees, and all other fees for the fiscal years ended December 31 of 2010 and 2009, as compiled on an invoice-date basis:

 
| ** **             | ** ** | **2010** | ** ** | **2009** | ** ** |
|------------------------|------------|----------|------------|----------|------------|
|                   |       |     |       |     |       |
| Audit fees (1)         |       | $        | 175,005    |     | $          | 129,400 |   |
| Audit-related fees (2) |       | 12,000   |       | 20,885   |       |
| Tax fees (3)           |       | 93,690   |       | 44,910   |       |
|                   |       |     |       |     |       |
| Total fees             |       | $        | 280,695    |     | $          | 195,195 |   |

 

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(1)      Audit fees for professional services rendered in connection with the audit of the Company’s annual financial statements for the fiscal years ended December 31, 2010 and 2009, and the reviews of the financial statements included in the Company’s quarterly reports.

 

(2)      Audit-related fees are fees for benefit plan audits and various other assurance services.

 

(3)      Tax Fees consist of fees for professional services rendered to the Company for tax compliance.

 

The Audit Committee has the sole authority to authorize all audit and non-audit services to be provided by the Independent Auditor engaged to conduct the annual audit of the Company’s financial statements.  In addition, the Audit Committee has adopted pre-approval policies and procedures that are detailed as to each particular service to be provided by the Independent Auditor, and such policies and procedures do not permit the Audit Committee to delegate its responsibilities under the Securities Exchange Act of 1934, as amended, to management.  The Audit Committee pre-approved fees for all audit and non-audit services provided by the Independent Auditor during the fiscal years ended December 31, 2010 and 2009.

 

The Audit Committee has advised the Company that it has determined that the non-audit services rendered by the Company’s Independent Auditor during the year ended December 31, 2010, were compatible with maintaining the independence of such accountants.

 

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**PART IV**

 

**Item 15.  *Exhibits and Financial Statement Schedules*.**

 

(a)   The following documents are filed as a part of this report:

 

(1)          Financial Statements included in Item 8 above are filed as part of this annual report.

 

(2)          Financial Statement Schedules included in Item 8 herein:

 

All schedules for which provision is made in the applicable accounting regulations of the SEC are not required under the related instructions or are inapplicable and therefore, have been omitted.

 

(3)          Exhibits:  The information required by this Item 15(a)(3) is set forth in the Index to Exhibits accompanying this Amendment to Annual Report on Form 10-K.

 

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**SIGNATURES**

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 
| ** **                      | **TGC INDUSTRIES, INC.** |
|---------------------------------|-------------------------------|
|                            |                          |   |
| Date:  April 15, 2011 | By:                           | /s/   Wayne A. Whitener |
|                            |                          | Wayne   A. Whitener |
|                            |                          | President   and Chief Executive Officer |
|                            |                          | (Principal   Executive Officer) |

 

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**INDEX TO EXHIBITS**

 
| **EXHIBIT   NO.** | ** ** | **DESCRIPTION**                                                                                                                                                                                                                                                                                                                                |
|-------------------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 2.1               |       | Stock   Purchase Agreement, dated as of October 16, 2009, by and among TGC   Industries, Inc., Eagle Geophysical, Inc. and Eagle Geophysical   Onshore, Inc., filed as Exhibit 2.1 to the Company’s Current Report   on Form 8-K dated October 17, 2009, and incorporated herein by   reference.       |
|              |       |                                                                                                                                                                                                                                                                                                                                           |
| 3.1               |       | Restated   Articles of Incorporation (with amendment) as filed with the Secretary of   State of Texas on June 20, 2003, filed as Exhibit 3.4 to the   Company’s Annual Report on Form 10-KSB for the fiscal year ended   December 31, 2003, and incorporated herein by reference.                                     |
|              |       |                                                                                                                                                                                                                                                                                                                                           |
| 3.2               |       | Amended   and Restated Bylaws (as amended March 25, 2009), filed as   Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on   March 31, 2009, and incorporated herein by reference.                                                                                                                        |
|              |       |                                                                                                                                                                                                                                                                                                                                           |
| 4.1               |       | Form of   Specimen Stock Certificate filed as Exhibit 4.1 to the Company’s   Registration Statement on Form SB-2/A on September 20, 2005   (Registration No. 333-128018), and incorporated herein by reference.                                                                                                  |
|              |       |                                                                                                                                                                                                                                                                                                                                           |
| +10.1             |       | Employment   Contract (as Amended and Restated effective September 11, 2008) between   TGC Industries, Inc. and Wayne A. Whitener, filed as Exhibit 10.1   to the Company’s Current Report on Form 8-K filed on September 17,   2008, and incorporated herein by reference.                                      |
|              |       |                                                                                                                                                                                                                                                                                                                                           |
| 10.2              |       | Form of   TGC Industries, Inc. Director and Officer Indemnification Agreement,   filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K   filed on October 22, 2008, and incorporated herein by reference.                                                                                            |
|              |       |                                                                                                                                                                                                                                                                                                                                           |
| 10.3              |       | Commercial   Lease Agreement dated August 25, 2005, by and among TGC   Industries, Inc. and JSS/Capital Avenue, L.P., filed as Exhibit 10.3   to the Company’s Current Report on Form 8-K dated August 31, 2005,   and incorporated herein by reference.                                                         |
|              |       |                                                                                                                                                                                                                                                                                                                                           |
| 10.4              |       | Amended and Restated Loan and Security Agreement   by and between TGC Industries, Inc. and Sovereign Bank, dated   September 16, 2009, filed as Exhibit 10.1 to the   Company’s Current Report on Form 8-K filed on September 22, 2009,   and incorporated herein by reference.                                  |
|              |       |                                                                                                                                                                                                                                                                                                                                           |
| 10.5              |       | Amended   and Restated Promissory Note by and between TGC Industries, Inc. and   Sovereign Bank, dated September 16, 2009, filed as Exhibit 10.2 to   the Company’s Current Report on Form 8-K filed on September 22,   2009, and incorporated herein by reference.                                              |
|              |       |                                                                                                                                                                                                                                                                                                                                           |
| 10.6              |       | Promissory   Note by and among TGC Industries, Inc. and General Electric Capital   Corporation, dated September 2, 2005, filed as Exhibit 10.3 to the   Company’s Current Report on Form 8-K dated September 20, 2005, and   incorporated herein by reference.                                                   |
|              |       |                                                                                                                                                                                                                                                                                                                                           |
| 10.7              |       | Amendment,   dated September 9, 2005, to the Promissory Note by and among TGC   Industries, Inc. and General Electric Capital Corporation, dated   September 2, 2005, filed as Exhibit 10.4 to the Company’s Current   Report on Form 8-K dated September 20, 2005, and incorporated   herein by reference. |
|              |       |                                                                                                                                                                                                                                                                                                                                           |
| 10.8              |       | Promissory   Note by and among TGC Industries, Inc. and General Electric Capital   Corporation, dated September 12, 2005, filed as Exhibit 10.5 to the   Company’s Current Report on Form 8-K dated September 20, 2005, and   incorporated herein by reference.                                                  |
|              |       |                                                                                                                                                                                                                                                                                                                                           |
| 10.9              |       | Amendment,   dated September 9, 2005, to the Promissory Note by and among TGC   Industries, Inc. and General Electric Capital Corporation, dated   September 12, 2005, filed as Exhibit 10.6 to                                                                                                                            |

 

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| **EXHIBIT   NO.** | ** ** | **DESCRIPTION**                                                                                                                                                                                                                                                                                                                                  |
|-------------------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|              |       | the   Company’s Current Report on Form 8-K dated September 20, 2005, and   incorporated herein by reference.                                                                                                                                                                                                                      |
|              |       |                                                                                                                                                                                                                                                                                                                                             |
| 10.10             |       | Amendment,   dated September 12, 2005, to the Promissory Note by and among TGC   Industries, Inc. and General Electric Capital Corporation, dated   September 12, 2005, filed as Exhibit 10.7 to the Company’s Current   Report on Form 8-K dated September 20, 2005, and incorporated   herein by reference. |
|              |       |                                                                                                                                                                                                                                                                                                                                             |
| 10.11             |       | Promissory   Note by and among TGC Industries, Inc. and General Electric Capital   Corporation, dated September 19, 2005, Filed as Exhibit 10.1 to the   Company’s Current Report on Form 8-K filed on September 30, 2005,   and incorporated herein by reference.                                                 |
|              |       |                                                                                                                                                                                                                                                                                                                                             |
| +10.12            |       | 1999   Stock Option Plan as adopted by the Board of Directors on December 14,   1999, filed as Exhibit 10.13 to the Company’s Annual Report on   Form 10-KSB for the fiscal year ended December 31, 1999, and   incorporated herein by reference.                                                                       |
|              |       |                                                                                                                                                                                                                                                                                                                                             |
| +10.13            |       | 2006   Stock Awards Plan, dated March 30, 2006, filed as Exhibit A to the   Company’s definitive proxy statement on Form DEFR 14A dated   April 25, 2006, and incorporated herein by reference.                                                                                                                         |
|              |       |                                                                                                                                                                                                                                                                                                                                             |
| *23.1             |       | Consent   of Lane Gorman Trubitt, PLLC, independent registered public accountants to   incorporation of report by reference.                                                                                                                                                                                                                     |
|              |       |                                                                                                                                                                                                                                                                                                                                             |
| **31.1            |       | Certification   of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as   adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                 |
|              |       |                                                                                                                                                                                                                                                                                                                                             |
| **31.2            |       | Certification   of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as   adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                 |
|              |       |                                                                                                                                                                                                                                                                                                                                             |
| *32.1             |       | Certification   of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as   adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                 |
|              |       |                                                                                                                                                                                                                                                                                                                                             |
| *32.2             |       | Certification   of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as   adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                 |

 

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* Previously filed on March 18, 2011 as an exhibit to our original Annual Report on Form 10-K.

** Filed herewith.

+ Management contract on compensatory plan, contract, or arrangement.

 

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