UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 000-09587 ELECTRO-SENSORS, INC. (Exact name of registrant as specified in its charter) Minnesota 41-0943459 (State or other jurisdiction of incorporation or organization) (IRS Employer ...

PART I – FINANCIAL INFORMATION [Item 1. Financial Statements (unaudited)](index=4&type=section&id=Item%201.%20Financial%20Statements%20(unaudited)) The company's unaudited statements show increased total assets and a return to profitability, with improved net income and operating cash flow [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) Total assets and liabilities grew as of September 30, 2021, alongside a slight increase in stockholders' equity Condensed Balance Sheet Highlights (in thousands) | Account | Sep 30, 2021 (unaudited) | Dec 31, 2020 | | :--- | :--- | :--- | | **Total Current Assets** | $12,670 | $11,856 | | **Total Assets** | **$13,909** | **$13,319** | | **Total Current Liabilities** | $895 | $533 | | **Total Liabilities** | **$903** | **$545** | | **Total Stockholders' Equity** | **$13,006** | **$12,774** | [Condensed Statements of Comprehensive Income (Loss)](index=5&type=section&id=Condensed%20Statements%20of%20Comprehensive%20Income%20(Loss)) The company returned to profitability in Q3 and the first nine months of 2021, driven by a 10.2% increase in net sales Financial Performance (in thousands, except per share data) | Metric | Q3 2021 | Q3 2020 | Nine Months 2021 | Nine Months 2020 | | :--- | :--- | :--- | :--- | :--- | | Net Sales | $2,154 | $1,899 | $6,517 | $5,914 | | Gross Profit | $1,204 | $992 | $3,570 | $3,089 | | Operating Income (Loss) | $20 | $(54) | $287 | $(176) | | Net Income (Loss) | $17 | $(46) | $229 | $(119) | | Basic EPS | $0.01 | $(0.01) | $0.07 | $(0.04) | [Condensed Statements of Cash Flows](index=7&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) Net cash from operations increased and investing activities generated a significant inflow due to Treasury bill maturities Net Cash Flow for Nine Months Ended Sep 30 (in thousands) | Activity | 2021 | 2020 | | :--- | :--- | :--- | | Net cash from operating activities | $547 | $302 | | Net cash from (used in) investing activities | $2,987 | $(2,021) | | Net cash used in financing activities | $(4) | $(4) | | **Net increase (decrease) in cash** | **$3,530** | **$(1,723)** | | **Cash and cash equivalents, ending** | **$4,620** | **$7,062** | [Notes to Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Financial%20Statements) Notes clarify the company's business, revenue recognition policies, investment classifications, and inventory composition - The company manufactures and markets monitoring and control systems for industrial machine applications globally[18](index=18&type=chunk) - Revenue is recognized when control of the product is transferred to the customer, which **typically occurs upon shipment**[19](index=19&type=chunk) Inventories (in thousands) | Category | Sep 30, 2021 | Dec 31, 2020 | | :--- | :--- | :--- | | Raw Materials | $921 | $922 | | Work In Process | $257 | $292 | | Finished Goods | $304 | $363 | | **Total Inventories, net** | **$1,477** | **$1,572** | [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=13&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses revenue growth from the agricultural sector, improved margins, and significant operational headwinds from COVID-19 [Results of Operations](index=14&type=section&id=Results%20of%20Operations) Sales growth in the agricultural sector and improved factory utilization drove higher net sales and gross margins Net Sales Growth (in thousands) | Period | 2021 | 2020 | Increase $ | Increase % | | :--- | :--- | :--- | :--- | :--- | | Three Months | $2,154 | $1,899 | $255 | 13.4% | | Nine Months | $6,517 | $5,914 | $603 | 10.2% | - Gross margin increased in Q3 2021 to **55.9%** and for the nine-month period to **54.8%** due to improved factory utilization[49](index=49&type=chunk) - General and administrative expenses increased by **47.6% in Q3** and **14.8% in the nine-month period**, primarily due to higher legal and professional fees[50](index=50&type=chunk) [Liquidity and Capital Resources](index=16&type=section&id=Liquidity%20and%20Capital%20Resources) A significant increase in cash and cash equivalents, fueled by operations and investments, ensures sufficient liquidity for the next year - Cash generated from operating activities was **$547 thousand** for the first nine months of 2021, up from $302 thousand in the prior year[55](index=55&type=chunk) - Cash from investing activities was **$2,987 thousand**, a reversal from a $2,021 thousand use of cash in 2020, due to proceeds from Treasury Bill maturities[56](index=56&type=chunk) - The company believes its **cash position is sufficient** to meet requirements for at least the next 12 months[58](index=58&type=chunk) [COVID-19 Pandemic Discussion](index=17&type=section&id=COVID-19%20Pandemic%20Discussion) The company faces ongoing operational challenges from the pandemic, including supply chain disruptions, price increases, and labor shortages - The company is experiencing **significant disruptions in its supply chain**, resulting in difficulty sourcing parts and component price increases[61](index=61&type=chunk) - **Delays in shipping and transportation services** may adversely affect the ability to make timely deliveries to customers[61](index=61&type=chunk) - The labor market for qualified production employees is **challenging**, which may result in delays in filling open positions[61](index=61&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=18&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section is not applicable for the current quarterly report - Not Applicable[65](index=65&type=chunk) [Item 4. Controls and Procedures](index=18&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective, with no material changes to internal controls during the quarter - The Company's disclosure controls and procedures were **effective** as of September 30, 2021[66](index=66&type=chunk) - There were **no material changes** in the Company's internal control over financial reporting during the third quarter of 2021[67](index=67&type=chunk) PART II – OTHER INFORMATION [Item 1. Legal Proceedings](index=19&type=section&id=Item%201.%20Legal%20Proceedings) The company reported no legal proceedings during the period - None[69](index=69&type=chunk) [Item 1A. Risk Factors](index=19&type=section&id=Item%201A.%20Risk%20Factors) This section is not applicable for the current Form 10-Q filing - Not Applicable[69](index=69&type=chunk) [Item 6. Exhibits](index=19&type=section&id=Item%206.%20Exhibits) Filed exhibits include CEO/CFO certifications under Sarbanes-Oxley and iXBRL-formatted financial statements - The following exhibits were filed with the report[69](index=69&type=chunk)[70](index=70&type=chunk)[71](index=71&type=chunk]: * **31.1**: Certification of CEO and CFO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 * **32.1**: Certification of CEO and CFO Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 * **101**: Financial information formatted in iXBRL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 1 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______ to ______ Commission File Number 000-09587 ELECTRO-SENSORS, INC. (Exact name of registrant as specified in its charter) Minnesota 41-0943459 (State or other jurisd ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 1 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______ to ______ Commission File Number 000-09587 ELECTRO-SENSORS, INC. (Exact name of registrant as specified in its charter) Minnesota 41-0943459 (State or other juris ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 000-09587 ELECTRO-SENSORS, INC. (Exact name of registrant as specified in its charter) Minnesota 41-0943459 (State or other jurisdiction of incorporation or organization) (IRS Employer ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 1 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______ to ______ Commission File Number 000-09587 ELECTRO-SENSORS, INC. (Exact name of registrant as specified in its charter) Minnesota 41-0943459 (State or other j ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 1 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______ to ______ Commission File Number 000-09587 ELECTRO-SENSORS, INC. (Exact name of registrant as specified in its charter) Minnesota 41-0943459 (State or other jurisd ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 1 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______ to ______ Commission File Number 000-09587 ELECTRO-SENSORS, INC. (Exact name of registrant as specified in its charter) Minnesota 41-0943459 (State or other juris ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 000-09587 ELECTRO-SENSORS, INC. (Exact name of registrant as specified in its charter) Minnesota 41-0943459 (State or other jurisdiction of incorporation or organization) (IRS Employer ...

[PART I – FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) This section provides the unaudited condensed financial statements and management's discussion for Electro-Sensors, Inc [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed financial statements for Electro-Sensors, Inc. as of September 30, 2019, showing increased assets and net income [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) Total assets increased to $13.60 million from $13.28 million, driven by a rise in cash and cash equivalents Condensed Balance Sheet Highlights (in thousands) | Account | Sep 30, 2019 | Dec 31, 2018 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $3,117 | $1,057 | | Investments | $5,786 | $7,742 | | Total current assets | $11,781 | $11,468 | | Total assets | $13,595 | $13,275 | | **Liabilities & Equity** | | | | Total current liabilities | $741 | $526 | | Total liabilities | $761 | $550 | | Total stockholders' equity | $12,834 | $12,725 | | Total liabilities and stockholders' equity | $13,595 | $13,275 | [Condensed Statements of Comprehensive Income (Loss)](index=5&type=section&id=Condensed%20Statements%20of%20Comprehensive%20Income%20%28Loss%29) Q3 2019 net sales decreased, but nine-month net sales increased 12%, resulting in a net income of $91 thousand Income Statement Highlights (in thousands, except per share data) | Metric | Q3 2019 | Q3 2018 | 9 Months 2019 | 9 Months 2018 | | :--- | :--- | :--- | :--- | :--- | | Net sales | $2,049 | $2,146 | $6,317 | $5,642 | | Gross profit | $1,074 | $1,195 | $3,376 | $3,083 | | Operating income (loss) | $(18) | $199 | $(16) | $(157) | | Net income (loss) | $19 | $187 | $91 | $(58) | | Diluted EPS | $0.01 | $0.06 | $0.03 | $(0.02) | [Condensed Statements of Changes in Stockholders' Equity](index=6&type=section&id=Condensed%20Statements%20of%20Changes%20in%20Stockholders%27%20Equity) Stockholders' equity increased by $109 thousand for the nine months ended September 30, 2019, primarily due to net income - Stockholders' equity rose to **$12,834 thousand** as of September 30, 2019, up from **$12,725 thousand** at the end of 2018. This change was primarily due to net income of **$91 thousand** and **$10 thousand** in other comprehensive income[15](index=15&type=chunk) [Condensed Statements of Cash Flows](index=7&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) Cash from operating activities improved significantly, and net cash increased by $2.06 million, mainly from investing activities Cash Flow Summary (in thousands) | Activity | 9 Months Ended Sep 30, 2019 | 9 Months Ended Sep 30, 2018 | | :--- | :--- | :--- | | Net cash from operating activities | $210 | $(27) | | Net cash from investing activities | $1,854 | $67 | | Net cash used in financing activities | $(4) | $(150) | | **Net increase (decrease) in cash** | **$2,060** | **$(110)** | | Cash and cash equivalents, ending | $3,117 | $853 | [Notes to Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Financial%20Statements) Notes detail accounting policies, revenue recognition, and investment classifications, including a new technology license acquisition - The company manufactures and sells monitoring and control systems for industrial machinery to customers in the US, Canada, Latin America, Europe, and Asia[21](index=21&type=chunk) - Revenue is recognized when control of the product transfers to the customer, typically upon shipment. For contracts with multiple performance obligations, price is allocated based on relative stand-alone selling prices[22](index=22&type=chunk) - On September 30, 2019, the company acquired a royalty-free, perpetual technology license for wireless communication technologies for **$150 thousand**[26](index=26&type=chunk) - The company's investments consist of commercial paper, Treasury Bills, and equity securities. As of September 30, 2019, the fair value of total investments was **$5.79 million**[34](index=34&type=chunk)[38](index=38&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=12&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses financial results, highlighting increased sales and improved cash position, while addressing gross margin and expense changes [Results of Operations](index=13&type=section&id=Results%20of%20Operations) Net sales increased 12% year-to-date driven by HazardPRO and international sales, despite a Q3 decline, while gross margin decreased Net Sales Performance (in thousands) | Period | 2019 | 2018 | Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Q3 | $2,049 | $2,146 | $(97) | -4.5% | | 9 Months | $6,317 | $5,642 | $675 | 12.0% | - The year-to-date sales increase was primarily driven by increased sales of HazardPRO wireless monitoring systems. International sales grew by **51%** for the nine-month period, mainly due to higher sales in Canada[50](index=50&type=chunk) - Gross margin decreased in both Q3 (**55.7% to 52.4%**) and the nine-month period (**54.6% to 53.4%**) primarily due to a change in product mix and higher material costs from government tariffs[51](index=51&type=chunk) - For the nine-month period, selling and marketing expenses increased **20.4%** due to increased headcount and higher sales compensation. General and administrative expenses decreased **5.5%** due to lower legal fees and compensation costs[52](index=52&type=chunk) [Liquidity and Capital Resources](index=15&type=section&id=Liquidity%20and%20Capital%20Resources) Cash and cash equivalents significantly increased to $3.1 million, primarily from investing activities, with sufficient liquidity for the next 12 months - Cash and cash equivalents increased by **$2.06 million** during the first nine months of 2019, reaching **$3.12 million**[56](index=56&type=chunk) - Cash from operating activities was **$210 thousand** for the nine months of 2019, compared to a use of **$27 thousand** in the same period of 2018, an improvement of **$237 thousand**[57](index=57&type=chunk) - Cash from investing activities was **$1.85 million**, largely from net proceeds of **$2.09 million** from Treasury Bill maturities, offset by **$234 thousand** in purchases of property, equipment, and intangibles[58](index=58&type=chunk) - Management believes that cash on hand and cash generated from operations will be sufficient to meet cash requirements for at least the next 12 months[60](index=60&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=16&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company states that this section on market risk disclosures is not applicable - Not Applicable[64](index=64&type=chunk) [Item 4. Controls and Procedures](index=16&type=section&id=Item%204.%20Controls%20and%20Procedures) Management confirms the effectiveness of disclosure controls and procedures with no material changes in internal controls - The principal executive officer and principal financial officer concluded that the Company's disclosure controls and procedures were effective as of September 30, 2019[65](index=65&type=chunk) - No changes in the Company's internal control over financial reporting occurred during the third quarter of 2019 that have materially affected, or are reasonably likely to materially affect, these controls[66](index=66&type=chunk) [PART II – OTHER INFORMATION](index=17&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) This section covers legal proceedings, risk factors, equity sales, and a list of filed exhibits [Item 1. Legal Proceedings](index=17&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no ongoing legal proceedings - None[68](index=68&type=chunk) [Item 1A. Risk Factors](index=17&type=section&id=Item%201A.%20Risk%20Factors) The company indicates that this section on risk factors is not applicable - Not Applicable[68](index=68&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=17&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reports no unregistered sales of equity securities or use of proceeds - None[68](index=68&type=chunk) [Item 6. Exhibits](index=17&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed, including CEO/CFO certifications and iXBRL financial data - Exhibits filed include CEO/CFO certifications (**31.1, 32.1**) and iXBRL financial data (**101**)[68](index=68&type=chunk)[69](index=69&type=chunk)[70](index=70&type=chunk) [Signatures](index=18&type=section&id=SIGNATURES) The report was signed by the Chief Executive Officer and Chief Financial Officer on November 12, 2019 - The report was signed on November 12, 2019, by David L. Klenk, Chief Executive Officer and Chief Financial Officer[73](index=73&type=chunk)