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)

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, 2019 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, 2019 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, 2018 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 ...