S

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2021

Or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES 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 jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

6111 Blue Circle Drive Minnetonka, Minnesota 55343-9108

(Address of principal executive offices)

(952) 930-0100

(Registrant’s telephone number, including area code)

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock	ELSE	Nasdaq Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 of 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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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

Large accelerated filer	☐	Accelerated filer ☐
Non-accelerated filer	☒	Smaller reporting company ☒
		Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

The number of shares outstanding of the registrant’s common stock, $0.10 par value, on August 11, 2021 was 3,395,521.

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ELECTRO-SENSORS, INC.

Form 10-Q

For the Periods Ended June 30, 2021

TABLE OF CONTENTS
PART I – FINANCIAL INFORMATION	4
Item 1. Financial Statements (unaudited):	4
Condensed Balance Sheets – As of June 30, 2021 and December 31, 2020	4
Condensed Statements of Comprehensive Income (Loss) – For the Three and Six Months ended June 30, 2021 and June 30, 2020	5
Condensed Statements of Changes in Stockholders' Equity – For the Three and Six Months ended June 30, 2021 and June 30, 2020	6
Condensed Statements of Cash Flows – For the Six Months ended June 30, 2021 and June 30, 2020	7
Notes to Condensed Financial Statements	8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3. Quantitative and Qualitative Disclosures About Market Risk	18
Item 4. Controls and Procedures	18
PART II – OTHER INFORMATION	19
Item 1. Legal Proceedings	19
Item 1A. Risk Factors	19
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	19
Item 3. Defaults Upon Senior Securities	19
Item 4. Mine Safety Disclosures	19
Item 5. Other Information	19
Item 6. Exhibits	19
SIGNATURES	20
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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

ELECTRO-SENSORS, INC.

CONDENSED BALANCE SHEETS

(in thousands except share and per share amounts)

		December 31,<br>2020
ASSETS
Current assets
Cash and cash equivalents	1,540	$	1,090
Investments	8,041		8,041
Trade receivables, less allowance for doubtful accounts of 11	1,412		957
Inventories	1,525		1,572
Other current assets	176		170
Income tax receivable	0		26
Total current assets	12,694		11,856
Deferred income tax asset, net	274		246
Intangible assets, net	98		228
Property and equipment, net	952		989
Total assets	14,018	$	13,319
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Current maturities of financing lease	6	$	6
Accounts payable	334		197
Accrued expenses	623		330
Accrued income tax	58		0
Total current liabilities	1,021		533
Long-term liabilities
Financing lease, net of current maturities	9		12
Total long-term liabilities	9		12
Commitments and contingencies
Stockholders’ equity
Common stock par value 0.10 per share; authorized 10,000,000 shares; 3,395,521 shares issued and outstanding	339		339
Additional paid-in capital	2,039		2,036
Retained earnings	10,610		10,398
Accumulated other comprehensive gain (unrealized gain on available-for-sale securities, net of income tax)	0		1
Total stockholders’ equity	12,988		12,774
Total liabilities and stockholders’ equity	14,018	$	13,319

All values are in US Dollars.

See accompanying notes to unaudited condensed financial statements

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ELECTRO-SENSORS, INC.

CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands except share and per share amounts)

(unaudited)

	Three Months Ended<br>June 30,					****	Six Months Ended<br><br><br>June 30,
	2021			2020		****	2021			2020
Net sales	$	2,462		$	2,092		$	4,363		$	4,015
Cost of goods sold		1,086			994	****		1,997			1,918
Gross profit		1,376			1,098	****		2,366			2,097
Operating expenses				****	****	****
Selling and marketing		364		****	443	****		712			901
General and administrative		458		****	440	****		901			905
Research and development		283			196	****		486			413
Total operating expenses		1,105			1,079	****		2,099			2,219
Operating income (loss)		271		****	19			267			(122	)
Non-operating income				****	****	****
Loss on investment		0			0			0			(3	)
Interest expense		0			(1	)		0			(1	)
Interest income		0		****	1			2			33
Other income		0			0	****		0			2
Total non-operating income, net		0			0	****		2			31
Income (loss) before income tax expense (benefit)		271		****	19			269			(91	)
Provision for (benefit of) income tax		57			1			57			(18	)
Net income (loss)	$	214		$	18		$	212		$	(73	)
Other comprehensive loss					****	****
Change in unrealized value of available-for-sale securities, net of income tax	$	(1	)	$	0		$	(1	)	$	0
Other comprehensive loss		(1	)		0			(1	)		0
Net comprehensive income (loss)	$	213		$	18		$	211		$	(73	)
Net income (loss) per share data:
Basic
Net income (loss) per share	$	0.06		$	0.01		$	0.06		$	(0.02	)
Weighted average shares		3,395,521			3,395,521			3,395,521			3,395,521
Diluted
Net income (loss) per share	$	0.06		$	0.01		$	0.06		$	(0.02	)
Weighted average shares		3,413,444			3,395,521			3,433,609			3,395,521

See accompanying notes to unaudited condensed financial statements

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ELECTRO-SENSORS, INC.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(in thousands except share and per share amounts)

For the three months ended June 30
	Common Stock Issued			Additional<br>Paid-in<br>Capital		Retained<br>Earnings		Accumulated<br>Other<br>Comprehensive<br>Income			Total<br>Stockholders’<br><br><br>Equity
	Shares	Amount
March 31, 2021	3,395,521	$	339	$	2,037	$	10,396	$	1		$	12,773
Other comprehensive loss									(1	)		(1	)
Stock-based compensation expense					2							2
Net income							214					214
Balance June 30, 2021 (unaudited)	3,395,521	$	339	$	2,039	$	10,610	$	0		$	12,988
March 31, 2020	3,395,521	$	339	$	2,033	$	10,431	$	0		$	12,803
Stock-based compensation expense					1							1
Net income							18					18
Balance June 30, 2020 (unaudited)	3,395,521	$	339	$	2,034	$	10,449	$	0		$	12,822
For the six months ended June 30
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Common Stock Issued			Additional<br>Paid-in<br>Capital		Retained<br>Earnings			Accumulated<br>Other<br>Comprehensive<br>Income			Total<br>Stockholders’<br><br><br>Equity
	Shares	Amount
December 31, 2020	3,395,521	$	339	$	2,036	$	10,398		$	1		$	12,774
Other comprehensive loss										(1	)		(1	)
Stock-based compensation expense					3								3
Net income							212						212
Balance June 30, 2021 (unaudited)	3,395,521	$	339	$	2,039	$	10,610		$	0		$	12,988
December 31, 2019	3,395,521	$	339	$	2,030	$	10,522		$	0		$	12,891
Stock-based compensation expense					4								4
Net loss							(73	)					(73	)
Balance June 30, 2020 (unaudited)	3,395,521	$	339	$	2,034	$	10,449		$	0		$	12,822

See accompanying notes to unaudited condensed financial statements

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ELECTRO-SENSORS, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

	Six Months Ended<br>June 30,
	2021			2020
Cash flows from operating activities
Net income (loss)	$	212		$	(73	)
Adjustments to reconcile net income (loss) to net cash from operating activities:			****
Depreciation and amortization		181	****		181
Deferred income taxes		(28	)		(18	)
Stock-based compensation expense		3	****		4
Interest accrued on treasury bills		(2	)		0
Loss on investments		0			3
Change in:			****
Trade receivables		(455	)		(18	)
Inventories		47			(40	)
Other current assets		(6	)		(4	)
Accounts payable		137			15
Accrued expenses		293	****		201
Income tax receivable/payable		84			(11	)
Net cash from operating activities		466			240
Cash flows used in investing activities
Purchases of treasury bills		(8,999	)		(6,748	)
Proceeds from the maturity of treasury bills		9,000	****		0
Purchase of property and equipment		(14	)		(12	)
Net cash used in investing activities		(13	)		(6,760	)
Cash flows used in financing activities			****
Payments on financing lease		(3	)		(3	)
Proceeds from Paycheck Protection Program		0			645
Repayment of Paycheck Protection Program loan		0			(645	)
Net cash used in financing activities		(3	)		(3	)
Net increase (decrease) in cash and cash equivalents		450			(6,523	)
Cash and cash equivalents, beginning		1,090	****		8,785
Cash and cash equivalents, ending	$	1,540	****	$	2,262
Supplemental cash flow information
Cash paid for income taxes	$	1		$	11
Cash paid for interest	$	1		$	1

See accompanying notes to unaudited condensed financial statements

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ELECTRO-SENSORS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED JUNE 30, 2021

(in thousands except share and per share amounts)

(unaudited)

Note 1. Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions and regulations of the Securities and Exchange Commission to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements.

This report should be read together with the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, including the audited financial statements and footnotes therein.

Management believes that the unaudited financial statements include all adjustments, consisting of normal recurring accruals, necessary to fairly state the financial position and results of operations as of June 30, 2021 and for the three and six-month periods ended June 30, 2021 and 2020,  in accordance with accounting principles generally accepted in the United States of America. The results of interim periods may not be indicative of results to be expected for the year.

Nature of Business

Electro-Sensors, Inc. manufactures and markets a complete line of monitoring and control systems for a variety of industrial machinery. The Company uses leading-edge technology to continuously improve its products, with the ultimate goal of manufacturing the industry-preferred product for every market served. The Company sells these products through an internal sales staff, manufacturers’ representatives, and distributors to a wide variety of industries that use the products in a variety of applications to monitor process machinery operations. The Company markets its products to customers located throughout the United States, Canada, Latin America, Europe, and Asia.

Revenue Recognition

At contract inception, the Company assesses the goods and services promised to a customer and identifies a performance obligation for each distinct promised good or service. We also determine the transaction price for each performance obligation at contract inception. Our contracts, generally in the form of a purchase order, specify the product or service that is promised to the customer. The typical contract life is less than one month and contains a single performance obligation, to provide conforming goods or services to the customer. On some contracts, we have a second performance obligation, which typically is the initialization of the HazardPRO^TM^ product. For contracts that have multiple performance obligations, we allocate the transaction price to each performance obligation using the relative stand-alone selling price. We generally determine stand-alone selling prices based on the observable stand-alone prices charged to customers. We recognize product revenue at the point in time when control of the product is transferred to the customer, which typically occurs when we ship the products. We recognize service revenue at the point in time when we have provided the service.

Fair Value Measurements

The carrying value of trade receivables, accounts payable, and other financial working capital items approximates fair value at June 30, 2021 and December 31, 2020, due to the short maturity nature of these instruments.

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ELECTRO-SENSORS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED JUNE 30, 2021

(in thousands except share and per share amounts)

(unaudited)

Intangibles

Intangible assets are comprised of the HazardPRO technology and a technology license.  The Company amortizes the cost of these intangible assets on a straight-line method over their estimated useful lives.

Stock-Based Compensation

The Company records compensation expense for stock options based on the estimated fair value of the options on the date of grant using the Black-Scholes-Merton (“BSM”) option pricing model. The Company uses historical data, among other factors, to estimate the expected price volatility, the expected option life, and the expected forfeiture rate. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for the estimated life of the option.

As of June 30, 2021, there was approximately $6 of unrecognized compensation expense related to unvested stock options. The Company expects to recognize this expense over the next two years.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Significant estimates, including the underlying assumptions, consist of economic lives of long-lived assets, realizability of trade receivables, valuation of deferred tax assets/liabilities, inventory, investments, stock compensation expense, and the potential estimated impact on operations resulting from the COVID-19 pandemic as it relates to potential disruptions to our supply chain and customer demand. It is at least reasonably possible that these estimates may change in the near term.

Net Income (Loss) per Common Share

Basic net income (loss) per common share excludes dilution and is determined by dividing net income (loss) attributable to common stockholders by the weighted-average common shares outstanding during the period.  Diluted net income (loss) per common share reflects the potential dilution that could occur if securities such as options and other contracts to issue common stock were exercised or converted into common stock.  Diluted net income (loss) per common share is determined by dividing net income (loss) attributable to common stockholders by the weighted-average common shares outstanding during the period.

Diluted earnings per share ("Diluted EPS") considers the impact of potentially dilutive securities except in periods in which there is a loss because the inclusion of the potential common shares would have an anti-dilutive effect.  Diluted EPS excludes the impact of common shares issuable upon exercise of outstanding stock options in periods in which the option exercise price is greater than the average market price of our common stock during the period.

For the three-month periods ended June 30, 2021 and 2020, 314,577 and 332,500, respectively, weighted average common shares for underlying stock options have been excluded from the calculation. For the six-month periods ended June 30, 2021 and 2020, 294,412 and 332,500, respectively, weighted average common shares for underlying stock options have been excluded from the calculation.

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ELECTRO-SENSORS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED JUNE 30, 2021

(in thousands except share and per share amounts)

(unaudited)

Note 2. Investments

The Company has investments in commercial paper, Treasury Bills, and common equity securities of a private U.S. company. The commercial paper investment is in U.S. debt with ratings of A-1+, P-1, and F1+. The Treasury Bills have remaining terms ranging from one month to eight months at June 30, 2021.

The Company classifies its investments in commercial paper and Treasury Bills as available-for-sale, accounted for at fair value with unrealized gains and losses recognized in accumulated other comprehensive gain on the balance sheet.

The cost and estimated fair value of the Company’s investments are as follows:

	Cost		Gross<br>unrealized<br>gain		Gross<br>unrealized<br>loss			Fair<br>value
June 30, 2021
Commercial Paper	$	1,019	$	0	$	0		$	1,019
Treasury Bills		7,999		0		0			7,999
Equity Securities		54		0		(12	)		42
		9,072		0		(12	)		9,060
Less Cash Equivalents		1,019		0		0			1,019
Total Investments, June 30, 2021	$	8,053	$	0	$	(12	)	$	8,041
December 31, 2020
Commercial Paper	$	718	$	0	$	0		$	718
Treasury Bills		7,998		1		0			7,999
Equity Securities		54		0		(12	)		42
		8,770		1		(12	)		8,759
Less Cash Equivalents		718		0		0			718
Total Investments, December 31, 2020	$	8,052	$	1	$	(12	)	$	8,041
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ELECTRO-SENSORS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED JUNE 30, 2021

(in thousands except share and per share amounts)

(unaudited)

Note 3. Fair Value Measurements

The following table provides information on those assets and liabilities measured at fair value on a recurring basis.

June 30, 2021

	Carrying amount				Fair Value Measurement Using
	in balance sheet		Fair Value		Level 1		Level 2		Level 3
Assets:
Cash equivalents
Commercial paper	$	1,019	$	1,019	$	1,019	$	0	$	0
Treasury bills		7,999		7,999		7,999		0		0
Equity Securities		42		42		0		0		42

December 31, 2020

	Carrying amount				Fair Value Measurement Using
	in balance sheet		Fair Value		Level 1		Level 2		Level 3
Assets:
Cash equivalents
Commercial paper	$	718	$	718	$	718	$	0	$	0
Treasury bills		7,999		7,999		7,999		0		0
Equity Securities		42		42		0		0		42

The fair value of the commercial paper and treasury bills is based on quoted market prices in an active market.  The equity securities owned by the Company are investments in two non-publicly traded companies.  There is an undeterminable market for each of these two companies and the Company has determined the fair value based on financial and other factors that are considered level 3 inputs in the fair value hierarchy.

The change in level 3 assets at fair value on a recurring basis are as follows:

	Six Months Ended June 30,
	2021		2020
Beginning Balance	$	42	$	45
Change in Fair Value		0		(3	)
Ending Balance	$	42	$	42
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ELECTRO-SENSORS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED JUNE 30, 2021

(in thousands except share and per share amounts)

(unaudited)

Note 4. Inventories

Inventories used in the determination of cost of goods sold are as follows:

	June 30,<br><br><br>2021			December 31,<br><br><br>2020
Raw Materials	$	928		$	922
Work In Process		285			292
Finished Goods		317			363
Reserve for Obsolescence		(5	)		(5	)
Total Inventories	$	1,525		$	1,572
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

FORWARD-LOOKING STATEMENTS

This Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements regarding our expectations, beliefs, intentions or strategies regarding the future. Forward-looking statements include, but are not limited to, statements about the success of our marketing efforts; our efforts to accelerate future growth or income; our business development activities; our efforts to maintain or reduce production costs; our expected use of cash on hand; our cash requirements; and the sufficiency of our cash flows. Any statement that is not based solely upon historical facts, including our strategies for the future and the outcome of events that have not yet occurred, is a forward-looking statement.

All forward-looking statements in this document are based on information available to us as of the date of this Form 10-Q, and we assume no obligation to update any of these forward-looking statements, other than as required by law. Our actual results could differ materially from those projected or indicated in these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause future results to differ materially from our recent results or those projected in the forward-looking statements, including the accuracy of management’s assumptions with respect to industry trends, fluctuations in industry conditions, the accuracy of management’s assumptions regarding expenses and our cash needs and those listed under the heading “Cautionary Statements” under “Item 1—Business,” in our Annual Report on Form 10-K for the year ended December 31, 2020, as well as any effect the COVID-19 pandemic may have on the efficiency of our business operations, our customer base and the domestic or worldwide economy.

Based on rapidly changing dynamics in global supply chains of materials and components, we may experience both price increases and difficulty in sourcing materials and components.  In addition, we may experience changes in transportation and freight availability that may make it difficult to have materials and components shipped to us or our products shipped to customers in a timely manner.

CRITICAL ACCOUNTING ESTIMATES

The preparation of our financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make decisions based upon estimates, assumptions, and factors it considers relevant to the circumstances. These decisions include the selection of applicable accounting principles and the use of judgment in their application and affect reported amounts and disclosures. Changes in economic conditions or other business circumstances may affect the outcomes of management’s estimates and assumptions. An in-depth description of our accounting estimates can be found in the interim financial statements included in this report and in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020.

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SELECTED FINANCIAL INFORMATION

The following table contains selected financial information, for the periods indicated, from our Statements of Comprehensive Income (Loss) expressed as a percentage of net sales.

	Three Months Ended June 30,						Six Months Ended June 30,
	2021			2020			2021		2020
Net sales		100.0	%		100.0	%	100.0	%	100.0		%
Cost of goods sold		44.1			47.5		45.8		47.8
Gross profit		55.9			52.5		54.2		52.2
Operating expenses
Selling and marketing		14.8			21.2		16.3		22.4
General and administrative		18.6			21.0		20.7		22.5
Research and development		11.5			9.4		11.1		10.3
Total operating expenses		44.9			51.6		48.1		55.2
Operating income (loss)		11.0			0.9		6.1		(3.0	)
Non-operating income
Interest income		0.0			0.0		0.0		0.8
Total non-operating income, net		0.0			0.0		0.0		0.8
Income (loss) before income tax expense (benefit)		11.0			0.9		6.1		(2.2	)
Provision for (benefit of) income taxes		2.3			0.0		1.3		(0.4	)
Net income (loss)		8.7	%		0.9	%	4.8	%	(1.8	)	%

The following paragraphs discuss the Company’s performance for the three and six months ended June 30, 2021 and 2020.

RESULTS OF OPERATIONS (in thousands)

Net Sales

Net sales for the three-month period ended June 30, 2021 were $2,462, an increase of $370, or 17.7%, from $2,092 during the comparable period in 2020.  Net sales for the six months ended June 30, 2021 were $4,363, an increase of $348, or 8.7%, from $4,015 during the comparable period in 2020.  The increase was primarily the result of increased domestic sales of products utilized in industrial automation applications.

Gross Profit

Gross profit for the second quarter of 2021 increased $278, or 25.3%, over the same period in 2020. Gross profit for the six months ended June 30, 2021 increased $269, or 12.8%, over the same period in 2020. Gross margin increased in the second quarter of 2021 to 55.9% from 52.5% during the same period in 2020. Gross margin for the six months ended June 30, 2021 increased to 54.2% from 52.2% over the same period in 2020. The increase in the gross margin percentage for both periods was primarily due to a favorable change in product mix.

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Operating Expenses

Total operating expenses increased $26, or 2.4%, for the second quarter of 2021 compared to the same period in 2020, but decreased as a percentage of net sales to 44.9% from 51.6%. Total operating expenses decreased $120, or 5.4%, for the six months ended June 30, 2021 compared to the same period in 2020, and decreased as a percentage of net sales to 48.1% from 55.2%.

●	Selling and marketing expenses in the second quarter of 2021 decreased $79, or 17.8%, from the same period in 2020 and decreased as a percentage of net sales to 14.8% from 21.2%. Selling and marketing expenses in the six months ended June 30, 2021 decreased $189, or 21.0%, from the same period in 2020 and decreased as a percentage of net sales to 16.3% from 22.4%. The decrease in the second quarter and first half of 2021 was primarily due to lower internal sales headcount and the utilization of fewer outside sales representatives. In addition, the decrease in the first six months of 2021 was due to decreases in travel due to the COVID-19 pandemic and in trade show expenses due to 2021 shows scheduled for third quarter, while some were held during the first quarter of 2020.
●	General and administrative expenses increased $18, or 4.1%, for the second quarter of 2021 compared to the same period in 2020, but decreased as a percentage of net sales to 18.6% from 21.0%. General and administrative expenses decreased $4, or 0.4%, for the six months ended June 30, 2021 compared to the same period in 2020 and decreased as a percentage of net sales to 20.7% from 22.5%. The increase in the second quarter was due primarily to the annual meeting being held in the second quarter in 2021 versus the third quarter of 2020, and increased costs associated with the 2021 meeting being held virtually.  The decrease in the first half of 2021 was primarily due to a decrease in headcount and legal and professional expenses due to reduced corporate governance expenses, partially offset by the increase in annual meeting costs.
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●	Research and development expenses increased $87, or 44.4%, in the second quarter of 2021 from the same period in 2020 and increased as a percentage of net sales to 11.5% from 9.4%. Research and development expenses increased $73, or 17.7%, in the six months ended June 30, 2021 from the same period in 2020 and increased as a percentage of net sales to 11.1% from 10.3%. The increase for both periods was due to higher 2021 contract engineering costs related to product enhancements.
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Non-Operating Income

Net non-operating income decreased by $29, or 93.5%, for the six months ended June 30, 2021 compared to the same period in 2020. The decrease in was primarily a result of less interest income earned due to lower interest rates on Treasury Bills.

Income (Loss) Before Income Tax Benefit.

Income before income tax expense was $271 for the second quarter of 2021, representing an increase of $252, or 1,326.3%, compared to income before income tax of $19 for the same period in 2020. Income before income tax expense was $269 for the six months ended of June 30, 2021, representing an increase of $360, or 395.6%, compared to a loss before income tax benefit of $91 for the same period in 2020. The increase for three-month period was primarily the result of higher sales and gross profit.  The increase for the six-month period was primarily the result of higher sales, gross profit, and lower operating expenses.

Income Tax Expense (Benefit)

Income tax expense increased to $57, or 2.3% of net sales in the second quarter of 2021 compared to an expense of $1, in the second quarter of 2020.  The increase is due to higher income before income tax expense. The income tax expense increased to $57, or 1.3% of net sales, in the six months ended June 30, 2021 compared to a benefit of $18, or 0.4% of net sales, for the six months ended June 30, 2020. The increase is due to net income before income tax expense in 2021 compared to a loss before income tax benefit in 2020.

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LIQUIDITY AND CAPITAL RESOURCES

Cash and cash equivalents were $1,540 at June 30, 2021 and $1,090 at December 31, 2020. The increase was primarily the result of an increase in cash generated from operations discussed below.

Cash generated from operating activities was $466 for the six months ended June 30, 2021 as compared to $240 for the six months ended June 30, 2020. The $226 increase in cash generated from operations was due primarily to an increase in net income and accounts payable, partially offset by an increase in trade receivables.  The increase in net income was due to higher sales and gross profit.  The increase in trade receivables was due to the timing of shipments and collections on accounts.  The increase in accounts payable was due to the timing of payments.

Cash used in investing activities was $13 for the six months ended June 30, 2021 as compared to $6,760 for the six months ended June 30, 2020. The decrease was due to an increase in proceeds from Treasury Bill maturities classified as investments during 2021.  During the first half of 2020, all maturities of Treasury Bills were classified as cash and cash equivalents.  In addition, the Company purchased $14 and $12 of property and equipment during the first six months ended June 30, 2021 and 2020, respectively.

Cash used in financing activities in the six months ended June 30, 2021 and 2020 was $3 and $3, respectively. The cash used was for principal payments on a financing lease on right-to-use assets.  In addition, during the second quarter of 2020, the Company received and subsequently repaid a Payroll Protection Loan of $645 from the Small Business Administration.

Subject to the following section, entitled "COVID-19 Pandemic Discussion", the Company believe its ongoing cash requirements will be primarily for capital expenditures, research and development, working capital, and growth initiatives. Management believes that our cash on hand and any cash generated from operations will be sufficient to meet our cash requirements through at least the next 12 months.

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COVID-19 Pandemic Discussion

The COVID-19 pandemic continues to negatively impact our operations, including limiting our ability to travel and fully engage customers at their facilities. While many regions of the US have reduced the severe restrictions implemented during 2020, many areas are once again adding new restrictions based on increases in COVID-19 cases.  The uncertainty surrounding this recent uptick in cases creates additional uncertainty in our business and may negatively affect our 2021 financial results.

We typically have robust sources for production components and materials.  However, we are increasingly experiencing disruptions in our supply chain, resulting in difficulty sourcing parts. Additionally, we are experiencing price increases for many of the components used in our products. We are also seeing delays in shipping and transportation services, which may adversely affect our ability to make timely deliveries to our customers.  Furthermore, the labor market for employees able to fill our production positions is very challenging and we may struggle to fill open positions.  While we continue to closely manage our workforce, lead times, and deliveries of components, our actions may not be successful and may result in negative impacts on our sales and profit margins.

Future Business Development Activities

The Company continues to seek growth opportunities, both internally through the Company’s existing portfolio of products, technologies and markets, as well as externally through technology partnerships or related-product acquisitions.

Off-balance Sheet Arrangements

As of June 30, 2021, the Company had no off-balance sheet arrangements or transactions.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not Applicable.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Based on an evaluation with the participation of the Company’s management, the Company’s principal executive officer and principal financial officer has concluded that the Company’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (“Exchange Act”), were effective as of June 30, 2021***.***

Changes in Internal Control Over Financial Reporting

There were no changes in the Company’s internal control over financial reporting during the second quarter of 2021 that were identified in connection with management’s evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings – None

Item 1A. Risk Factors – Not Applicable

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds – None

Item 3. Defaults Upon Senior Securities – None

Item 4. Mine Safety Disclosures – Not Applicable

Item 5. Other Information – None

Item 6. Exhibits

Exhibit	Description
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	The following financial information from Electro-Sensors, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, formatted in iXBRL (Inline Extensible Business Reporting Language), (i) Condensed Balance Sheets as of June 30, 2021 and December 31, 2020, (ii) Condensed Statements of Comprehensive Income (Loss) for the three and six months ended June 30, 2021 and June 30, 2020 (iii) Condensed Statements of Changes in Stockholders' Equity for the three and six months ended June 30, 2021 and June 30, 2020, (iv) Condensed Statements of Cash Flows for the six months ended June 30, 2021 and June 30, 2020, and (v) Notes to Financial Statements.
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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Electro-Sensors, Inc.
August 12, 2021	/s/ David L. Klenk
	David L. Klenk
	Chief Executive Officer and Chief Financial Officer<br><br><br>(Principal Executive Officer and Principal Financial Officer)
20
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EXHIBIT 31.1

CERTIFICATION PURSUANT TOSECTION 302 OF THE SARBANES OXLEY-ACT OF 2002

I, David L. Klenk, certify that:

1.	I have reviewed this report on Form 10-Q of Electro-Sensors Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)       Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant is made known to me by others within those entities, particularly during the period in which this report is being prepared;

(b)       Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)       Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)       Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)       All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)        Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

August 12, 2021	/s/ David L. Klenk
	David L. Klenk
	Chief Executive Officer and Chief Financial Officer
21
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EXHIBIT 32.1

CERTIFICATION PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Electro-Sensors, Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2021 as filed with the Securities and Exchange Commission (the “Report”), I, David L. Klenk, Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1)  The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)  The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

August 12, 2021	/s/ David L. Klenk
	David L. Klenk
	Chief Executive Officer and Chief Financial Officer
22
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