Electro-Sensors (ELSE) 10-Q 2 Aug 22 2022 Q2 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	6 Months Ended
	Jun. 30, 2022	Aug. 01, 2022
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q2
Entity Filer Category	Non-accelerated Filer
Entity Registrant Name	ELECTRO SENSORS INC
Entity Central Index Key	0000351789
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Small Business	true
Entity Common Stock, Shares Outstanding		3,403,021
Trading Symbol	ELSE
Entity Emerging Growth Company	false
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	000-09587
Entity Incorporation, State or Country Code	MN
Entity Tax Identification Number	41-0943459
Entity Address, Address Line One	6111 Blue Circle Drive
Entity Address, City or Town	Minnetonka
Entity Address, State or Province	MN
Entity Address, Postal Zip Code	55343-9108
City Area Code	952
Local Phone Number	930-0100
Title of 12(b) Security	Common stock
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes
Entity Shell Company	false

Condensed Balance Sheets

Condensed Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Current assets
Cash and cash equivalents	$ 6,429	$ 6,713
Investments	3,052	3,056
Trade receivables, less allowance for doubtful accounts of $11	1,323	1,005
Inventories	1,720	1,663
Other current assets	171	188
Income tax receivable	81	3
Total current assets	12,776	12,628
Deferred income tax asset, net	226	208
Intangible assets, net	13	38
Property and equipment, net	981	1,017
Total assets	13,996	13,891
Current liabilities
Current maturities of financing lease	6	6
Accounts payable	319	349
Accrued expenses	769	342
Total current liabilities	1,094	697
Long-term liabilities
Financing lease, net of current maturities	3	6
Total long-term liabilities	3	6
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	2,043	2,041
Retained earnings	10,515	10,808
Accumulated other comprehensive gain (unrealized gain on available-for-sale securities, net of income tax)	2	0
Total stockholders' equity	12,899	13,188
Total liabilities and stockholders' equity	$ 13,996	$ 13,891

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Balance Sheets [Abstract]
Trade receivables, allowance for doubtful accounts	$ 11	$ 11
Common stock, par value	$ 0.1	$ 0.1
Common stock, shares authorized	10,000,000	10,000,000
Common stock, shares issued	3,395,521	3,395,521
Common stock, shares outstanding	3,395,521	3,395,521

Condensed Statements Of Compreh

Condensed Statements Of Comprehensive Income (Loss) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Statements of Comprehensive Income (Loss) [Abstract]
Net sales	$ 2,564	$ 2,462	$ 4,699	$ 4,363
Cost of goods sold	1,156	1,086	2,125	1,997
Gross profit	1,408	1,376	2,574	2,366
Operating expenses
Selling and marketing	427	364	873	712
General and administrative	1,125	458	1,628	901
Research and development	221	283	452	486
Total operating expenses	1,773	1,105	2,953	2,099
Operating income (loss)	(365)	271	(379)	267
Non-operating income
Interest income	7	0	8	2
Total non-operating income, net	7	0	8	2
Income (loss) before income tax expense (benefit)	(358)	271	(371)	269
Income tax expense (benefit)	(74)	57	(78)	57
Net income (loss)	(284)	214	(293)	212
Other comprehensive gain (loss)
Change in unrealized value of available-for-sale securities, net of income tax	2	(1)	2	(1)
Other comprehensive gain (loss)	2	(1)	2	(1)
Net comprehensive income (loss)	$ (282)	$ 213	$ (291)	$ 211
Basic
Net income (loss) per share	$ (0.08)	$ 0.06	$ (0.09)	$ 0.06
Weighted average shares	3,395,521	3,395,521	3,395,521	3,395,521
Diluted
Net income (loss) per share	$ (0.08)	$ 0.06	$ (0.09)	$ 0.06
Weighted average shares	3,395,521	3,413,444	3,395,521	3,433,609

Condensed Statements Of Changes

Condensed Statements Of Changes In Stockholders' Equity - USD ($) $ in Thousands	Total	Common Stock Issued [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Accumulated Other Comprehensive Income [Member]
Beginning Balance at Dec. 31, 2020	$ 12,774	$ 339	$ 2,036	$ 10,398	$ 1
Beginning Balance, Shares at Dec. 31, 2020		3,395,521
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Other comprehensive gain (loss)	(1)				(1)
Stock-based compensation expense	3		3
Net income (loss)	212			212
Ending Balance at Jun. 30, 2021	12,988	$ 339	2,039	10,610	0
Ending Balance, Shares at Jun. 30, 2021		3,395,521
Beginning Balance at Mar. 31, 2021	12,773	$ 339	2,037	10,396	1
Beginning Balance, Shares at Mar. 31, 2021		3,395,521
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Other comprehensive gain (loss)	(1)				(1)
Stock-based compensation expense	2		2
Net income (loss)	214			214
Ending Balance at Jun. 30, 2021	12,988	$ 339	2,039	10,610	0
Ending Balance, Shares at Jun. 30, 2021		3,395,521
Beginning Balance at Dec. 31, 2021	13,188	$ 339	2,041	10,808	0
Beginning Balance, Shares at Dec. 31, 2021		3,395,521
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Other comprehensive gain (loss)	2				2
Stock-based compensation expense	2		2
Net income (loss)	(293)			(293)
Ending Balance at Jun. 30, 2022	12,899	$ 339	2,043	10,515	2
Ending Balance, Shares at Jun. 30, 2022		3,395,521
Beginning Balance at Mar. 31, 2022	13,180	$ 339	2,042	10,799	0
Beginning Balance, Shares at Mar. 31, 2022		3,395,521
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Other comprehensive gain (loss)	2				2
Stock-based compensation expense	1		1
Net income (loss)	(284)			(284)
Ending Balance at Jun. 30, 2022	$ 12,899	$ 339	$ 2,043	$ 10,515	$ 2
Ending Balance, Shares at Jun. 30, 2022		3,395,521

Condensed Statements Of Cash Fl

Condensed Statements Of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Cash flows from (used in) operating activities
Net income (loss)	$ (293)	$ 212
Adjustments to reconcile net income (loss) to net cash from (used in) operating activities:
Depreciation and amortization	78	181
Deferred income taxes	(18)	(28)
Stock-based compensation expense	2	3
Interest accrued on treasury bills	(2)	(2)
Change in:
Trade receivables	(318)	(455)
Inventories	(57)	47
Other current assets	17	(6)
Accounts payable	(30)	137
Accrued expenses	427	293
Income tax receivable/payable	(78)	84
Net cash from (used in) operating activities	(272)	466
Cash flows used in investing activities
Purchases of treasury bills	(4,992)	(8,999)
Proceeds from the maturity of treasury bills	5,000	9,000
Purchase of property and equipment	(17)	(14)
Net cash used in investing activities	(9)	(13)
Cash flows used in financing activities
Payments on financing lease	(3)	(3)
Net cash used in financing activities	(3)	(3)
Net increase (decrease) in cash and cash equivalents	(284)	450
Cash and cash equivalents, beginning	6,713	1,090
Cash and cash equivalents, ending	6,429	1,540
Supplemental cash flow information
Cash paid for income taxes	$ 17	$ 1

Basis of Presentation

Basis of Presentation	6 Months Ended
	Jun. 30, 2022
Basis of Presentation [Abstract]
Basis of Presentation	Note 1 asis of Pr 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, 2021, 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, 2022 and for the three and six-month periods ended June 30, 2022 and 2021, 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. (the "Company") manufactures and markets a complete line of monitoring and control systems for a wide range of industrial machine applications. The Company uses leading-edge technology to continuously improve its products, with the ultimate goal of manufacturing the industry-preferred product for each of our served markets. The Company sells these products through an internal sales staff, manufacturers’ representatives, and distributors to a wide range 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. Information regarding our recently announced merger agreement is presented in Note 5. Re venue Rec At contract inception, the Company assesses the goods and services to be provided to a customer and identifies a performance obligation for each distinct 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 to be provided to the customer. The typical contract life is less than one TM Fair Value Measurements The carrying value of trade receivables, accounts payable, and other financial working capital items approximates fair value at June 30, 2022 and December 31, 2021, due to the short maturity nature of these instruments. Intangibles The intangible asset is a technology license. The Company amortizes the cost of the intangible asset on a straight-line method over the estimated useful life. During the first six months of 2021, the Company had amortization expense related to the HazardPRO technology, which was fully amortized in the 2021 third quarter. 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 , there wa s approximat of unrecognized compensation expense related to unvested stock options. The Company expects to recognize this expense over the next . 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. Current 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 income (loss) per share excludes dilution and is determined by dividing net income (loss) by the weighted-average number of common shares outstanding during the period. Diluted net income (loss) per share reflects the potential dilution that could occur if securities such as options were exercised or converted into common stock. Diluted net income (loss) per share is determined by dividing net income (loss) 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 shares would have an anti-dilutive effect. Diluted EPS also excludes the impact of common shares issuable upon the 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 332,500 common shares for underlying stock options have been excluded from the calculation. For the six -month 294,412 respectively, New Accounting Stan In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2016-13, Financial Instruments-Credit Losses (Topic 326), Measurement of Credit Losses on Financial Statements Codification Improvements to Topic 326, Financial Instruments-Credit Losses Codification Improvements to Topic 326, Financial Instruments-Credit Losses Financial Instruments Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates Financial Instruments Credit Losses (Topic 326) and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842) Codification Improvements to Financial Instruments,

Investments

Investments	6 Months Ended
	Jun. 30, 2022
Investments [Abstract]
Investments	N ote 2 . Investments The Company has investments in commercial paper, Treasury Bills, and common equity securities of two private U.S. companies. The commercial paper investment is in U.S. debt with ratings of A-1+, P-1, and F1+. The Treasury Bills have remaining terms rang ing from 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 unrealized gain Gross u nrealize loss Fair value June 30, 2022 Com mercial $ 1,141 $ 0 $ 0 $ 1,141 Treasury Bills 7,983 6 0 7,989 E q uity Secu 54 2 0 56 9,178 8 0 9,186 Less Cash Equivalents 6,130 4 0 6,134 Total Investments, June 30, 2022 $ 3,048 $ 4 $ 0 $ 3,052 December 31, 2021 Commercial Paper $ 1,520 $ 0 $ 0 $ 1,520 Treasury Bills 8,000 0 0 8,000 Equity Securities 54 2 0 56 9,574 2 0 9,576 Less Cash Equivalents 6,520 0 0 6,520 Total Investments, December 31, 2021 $ 3,054 $ 2 $ 0 $ 3,056

Fair Value Measurements

Fair Value Measurements	6 Months Ended
	Jun. 30, 2022
Fair Value Measurements [Abstract]
Fair Value Measurements	Note 3 The following ta ble provides info June 30, 2022 Carrying amount Fair Value Measurement Using in balance sheet Fair Value Level 1 Level 2 Level 3 Assets: Cash equivalents Commercial paper $ 1,141 $ 1,141 $ 1,141 $ 0 $ 0 Treasury bills 4,993 4,993 4,993 0 0 Treasury bills - maturity date greater than three months 2,996 2,996 2,996 0 0 Equity Securities 56 56 0 0 56 December 31, 2021 Carrying amount Fair Value Measurement Using in balance sheet Fair Value Level 1 Level 2 Level 3 Assets: Cash equivalents Commercial paper $ 1,520 $ 1,520 $ 1,520 $ 0 $ 0 Treasury bills 5,000 5,000 5,000 0 0 Treasury Bills - maturity date greater than three months 3,000 3,000 3,000 0 0 Equity Securities 56 56 0 0 56 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 The changes measured at ue on a recur ring sis are Six Months Ended June 30, 2022 2021 Beginning Balance $ 56 $ 42 Change in Fair Value 0 0 E nding B $ 56 $ 42

Inventories

Inventories	6 Months Ended
	Jun. 30, 2022
Inventories [Abstract]
Inventories	Note 4 Inven tories use tion of cost of go June 30, 2022 December 31, 2021 Raw Materials $ 1,158 $ 1,129 Work In Process 285 257 Finished Goods 287 287 Reserve for Obsolescence (10 ) (10 ) Total Inventories, net $ 1,720 $ 1,663

Merger Agreement with Mobile X

Merger Agreement with Mobile X Global, Inc.	6 Months Ended
	Jun. 30, 2022
Business Combination and Asset Acquisition [Abstract]
Merger Agreement with Mobile X Global, Inc.	Note 5. Mer ger Agreem On June 10, 2022, Electro-Sensors, Inc. (“ELSE” or “Electro-Sensors”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Mobile X Newco, Inc., a Delawar e corporation, a w The Merger is structured as a statutory reverse triangular merger under Delaware and Minnesota law, under which Merger Sub will be merged with and into Mobile X Global, Inc., with Mobile X Global, Inc. surviving the Merger and becoming a wholly owned subsidiary of ELSE. In connection with the Merger, ELSE will reincorporate in Delaware, be re-named Mobile X Global, Inc., and operate both the new MobileX wireless business and the existing Electro-Sensors business. The Merger Agreement also provides that Electro-Sensors, Inc. will effect a four-for-one reverse stock split shortly before completion of the Merger, unless the Parties agree on a different reverse split ratio. In connection with the execution of the Merger Agreement, a third-party institutional investor has entered into a commitment letter with Mobile X Global, Inc. to provide equity financing in the form of convertible preferred stock of up to $20.0 million upon closing of the Merger. The commitment is subject to diligence and definitive agreements satisfactory to the third-party institutional investor, including an ag reeme It is anticipated that, immediately after the Merger, former Mobile X stockholders will own approximately 76% of the combined company, legacy ELSE shareholders will own approximately 11% of the combined company, and that the third-party institutional investor noted above (or an alternative investor agreed to by the Parties to the Merger Agreement) and certain other investors will own approximately 13% of the combined company, all based on current ownership of ELSE and Mobile X, and assuming the closing of $20.0 million of equity financing on the terms contained in the commitment letter from the third-party institutional investor noted above. ELSE expects the approximately 325,000 of currently outstanding options to acquire ELSE shares to be exercised in connection with the Merger prior to the record date of the cash dividend discussed below. Assuming this exercise, and based on the relative valuations agreed to by Mobile X and ELSE, and after giving effect to the reverse stock split at a ratio of four-for-one, the legacy ELSE shareholders would own approximately 932,005 shares, the Mobile X stockholders would own approximately 6,668,294 shares, the third-party institutional investor noted above (or an alternative investor agreed to by the Parties to the Merger Agreement) would own approximately 1,066,860 shares (on an as-converted to common basis) assuming the closing of $20.0 million of equity financing on the terms in the commitment letter, and approximately 75,851 shares would be held by others. In addition to their continuing interest in the combined company, legacy Electro-Sensors shareholders as of a record date to be determined before the closing of the Merger would Closing of the Merger is subject to specified conditions, including, among other matters: (i) the approval by Mobile X stockholders and ELSE shareholders of the Merger; (ii) a registration statement becoming effective under the Securities Act of 1933, as amended, related to the shares being issued to the Mobile X stockholders in the Merger and the clearance of the proxy statement related to the approval by the ELSE shareholders of the Merger; (iii) receipt of $20.0 million in third party equity financing; (iv) listing of the combined company's common stock on Nasdaq; and (v) the filing of an amendment to ELSE 's Articles of Incorporation to increase the number of shares of common stock authorized for issuance to a number at least large enough to consummate the Merger, allowing the issuance of shares to former Mobile X stockholders and any third-party investors, after giving effect to the reverse stock split described above. In connection with the execution of the Merger Agreement, Electro-Sensors' directors, officers, and certain major shareholders, who collectively own a majority of Electro-Sensors' outstanding shares, have entered into agreements with Mobile X to vote their shares in favor of the Merger at a special meeting of shareholders to be held before the closing of the Merger on a date to be announced. In addition, directors, officers and certain major stockholders of Mobile X, who collectively own a majority of Mobile X's outstanding shares, have entered into similar voting agreements. No written consents have been granted nor have any votes been cast. The Voting Agreements may be terminated in connection with a termination of the Merger Agreement. Closing will follow the special meeting of shareholders of Electro-Sensors, consent of stockholders of Mobile X Global, and satisfaction of other customary and specified closing conditions, including the U.S. Securities and Exchange Commission ("SEC") having declared effective a registration statement, and The Nasdaq Stock Market having approved the listing of the common stock of the combined company. A full description of the terms of the Merger Agreement will be provided in a combined Form S-4 Registration Statement/Proxy Statement for the shareholders of ELSE (the “Merger Proxy Statement”) to be filed with the SEC. ELSE urges investors, shareholders, and other interested persons to read, when available, the preliminary proxy statement as well as other documents filed with the SEC because these documents will contain important information about ELSE, Mobile X, and the proposed transaction. The definitive Merger Proxy Statement will be mailed to ELSE shareholders as of a record date to be established for voting on the proposed transaction. Shareholders will also be able to obtain a copy of the definitive Merger Proxy Statement (when available), without charge, by directing a request to: Electro-Sensors, Inc., 6111 Blue Circle Drive, Minnetonka MN 55343. The preliminary and definitive proxy statement, once available, can also be obtained, without charge, at the SEC’s website (www.sec.gov). The Company expects the Merger to close in the second half of 2022.

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2022
Subsequent Events [Abstract]
Subsequent Events	Note 6. Subseque nt Events On J uly 15

Basis of Presentation (Policy)

Basis of Presentation (Policy)	6 Months Ended
	Jun. 30, 2022
Basis of Presentation [Abstract]
Nature of Business	Nature of Business Electro-Sensors, Inc. (the "Company") manufactures and markets a complete line of monitoring and control systems for a wide range of industrial machine applications. The Company uses leading-edge technology to continuously improve its products, with the ultimate goal of manufacturing the industry-preferred product for each of our served markets. The Company sells these products through an internal sales staff, manufacturers’ representatives, and distributors to a wide range 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. Information regarding our recently announced merger agreement is presented in Note 5.
Revenue Recognition	Re venue Rec At contract inception, the Company assesses the goods and services to be provided to a customer and identifies a performance obligation for each distinct 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 to be provided to the customer. The typical contract life is less than one TM
Fair Value Measurements	Fair Value Measurements The carrying value of trade receivables, accounts payable, and other financial working capital items approximates fair value at June 30, 2022 and December 31, 2021, due to the short maturity nature of these instruments.
Intangibles	Intangibles The intangible asset is a technology license. The Company amortizes the cost of the intangible asset on a straight-line method over the estimated useful life. During the first six months of 2021, the Company had amortization expense related to the HazardPRO technology, which was fully amortized in the 2021 third quarter.
Stock-Based Compensation	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 , there wa s approximat of unrecognized compensation expense related to unvested stock options. The Company expects to recognize this expense over the next .
Use of Estimates	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. Current 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 Loss per Common Share	Net Income (Loss) per Common Share Basic income (loss) per share excludes dilution and is determined by dividing net income (loss) by the weighted-average number of common shares outstanding during the period. Diluted net income (loss) per share reflects the potential dilution that could occur if securities such as options were exercised or converted into common stock. Diluted net income (loss) per share is determined by dividing net income (loss) 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 shares would have an anti-dilutive effect. Diluted EPS also excludes the impact of common shares issuable upon the 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 332,500 common shares for underlying stock options have been excluded from the calculation. For the six -month 294,412 respectively,
New Accounting Standard Not Yet Adopted	New Accounting Stan In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2016-13, Financial Instruments-Credit Losses (Topic 326), Measurement of Credit Losses on Financial Statements Codification Improvements to Topic 326, Financial Instruments-Credit Losses Codification Improvements to Topic 326, Financial Instruments-Credit Losses Financial Instruments Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates Financial Instruments Credit Losses (Topic 326) and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842) Codification Improvements to Financial Instruments,

Investments (Tables)

Investments (Tables)	6 Months Ended
	Jun. 30, 2022
Investments [Abstract]
Cost And Estimated Fair Value Of Investments	Cost Gross unrealized gain Gross u nrealize loss Fair value June 30, 2022 Com mercial $ 1,141 $ 0 $ 0 $ 1,141 Treasury Bills 7,983 6 0 7,989 E q uity Secu 54 2 0 56 9,178 8 0 9,186 Less Cash Equivalents 6,130 4 0 6,134 Total Investments, June 30, 2022 $ 3,048 $ 4 $ 0 $ 3,052 December 31, 2021 Commercial Paper $ 1,520 $ 0 $ 0 $ 1,520 Treasury Bills 8,000 0 0 8,000 Equity Securities 54 2 0 56 9,574 2 0 9,576 Less Cash Equivalents 6,520 0 0 6,520 Total Investments, December 31, 2021 $ 3,054 $ 2 $ 0 $ 3,056

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	6 Months Ended
	Jun. 30, 2022
Fair Value Measurements [Abstract]
Schedule of fair value measurement on a recurring basis	June 30, 2022 Carrying amount Fair Value Measurement Using in balance sheet Fair Value Level 1 Level 2 Level 3 Assets: Cash equivalents Commercial paper $ 1,141 $ 1,141 $ 1,141 $ 0 $ 0 Treasury bills 4,993 4,993 4,993 0 0 Treasury bills - maturity date greater than three months 2,996 2,996 2,996 0 0 Equity Securities 56 56 0 0 56 December 31, 2021 Carrying amount Fair Value Measurement Using in balance sheet Fair Value Level 1 Level 2 Level 3 Assets: Cash equivalents Commercial paper $ 1,520 $ 1,520 $ 1,520 $ 0 $ 0 Treasury bills 5,000 5,000 5,000 0 0 Treasury Bills - maturity date greater than three months 3,000 3,000 3,000 0 0 Equity Securities 56 56 0 0 56
Summary of change in level 3 assets at fair value on a recurring basis	Six Months Ended June 30, 2022 2021 Beginning Balance $ 56 $ 42 Change in Fair Value 0 0 E nding B $ 56 $ 42

Inventories (Tables)

Inventories (Tables)	6 Months Ended
	Jun. 30, 2022
Inventories [Abstract]
Schedule of Inventories used in the determination of cost of goods sold	June 30, 2022 December 31, 2021 Raw Materials $ 1,158 $ 1,129 Work In Process 285 257 Finished Goods 287 287 Reserve for Obsolescence (10 ) (10 ) Total Inventories, net $ 1,720 $ 1,663

Basis of Presentation (Narrativ

Basis of Presentation (Narrative) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Basis of Presentation [Abstract]
Unrecognized compensation expense related to unvested stock options	$ 1		$ 1
Number of years to recognize remaining expense			3 months
Options excluded from the computations of diluted weighted-average shares outstanding	332,500	314,577	332,500	294,412

Investments (Narrative) (Detail

Investments (Narrative) (Details)	6 Months Ended
	Jun. 30, 2022 Number
Marketable Securities [Line Items]
Number of private companies which entity has investments in common equity securities	2
Minimum [Member]
Marketable Securities [Line Items]
Treasury Bills, term	1 month
Maximum [Member]
Marketable Securities [Line Items]
Treasury Bills, term	4 months

Investments (Cost And Estimated

Investments (Cost And Estimated Fair Value Of Investments) (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Investments
Cost	$ 3,048	$ 3,054
Gross unrealized gain	4	2
Gross unrealized loss	0	0
Fair value, investments	3,052	3,056
Cash equivalents, Carrying amount	6,429	6,713
Commercial Paper [Member]
Investments
Cost	1,141	1,520
Gross unrealized gain	0	0
Gross unrealized loss	0	0
Fair value, investments	1,141	1,520
Treasury Bills [Member]
Investments
Cost	7,983	8,000
Gross unrealized gain	6	0
Gross unrealized loss	0	0
Fair value, investments	7,989	8,000
Equity Securities [Member]
Investments
Cost	54	54
Gross unrealized gain	2	2
Gross unrealized loss	0	0
Fair value, investments	56	56
Debt and Equity Securities [Member]
Investments
Cost	9,178	9,574
Gross unrealized gain	8	2
Gross unrealized loss	0	0
Fair value, investments	9,186	9,576
Less Cash Equivalents [Member]
Investments
Gross unrealized gain	4	0
Gross unrealized loss	0	0
Cash equivalents, Carrying amount	6,130	6,520
Cash equivalents, Fair value	$ 6,134	$ 6,520

Fair Value Measurements (Fair V

Fair Value Measurements (Fair Value Measurements On A Recurring Basis) (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents, Carrying amount	$ 6,429	$ 6,713
Commercial Paper [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents, Carrying amount	1,141	1,520
Cash equivalents, Fair Value	1,141	1,520
Commercial Paper [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents, Fair Value	1,141	1,520
Commercial Paper [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents, Fair Value	0	0
Commercial Paper [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents, Fair Value	0	0
Treasury Bills [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents, Carrying amount	4,993	5,000
Cash equivalents, Fair Value	4,993	5,000
Treasury bills, Carrying amount	2,996	3,000
Treasury bills, Fair Value	2,996	3,000
Treasury Bills [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents, Fair Value	4,993	5,000
Treasury bills, Fair Value	2,996	3,000
Treasury Bills [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents, Fair Value	0	0
Treasury bills, Fair Value	0	0
Treasury Bills [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents, Fair Value	0	0
Treasury bills, Fair Value	0	0
Limited Marketable Company [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity Securities, Carrying amount	56	56
Equity Securities, Fair Value	56	56
Limited Marketable Company [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity Securities, Fair Value	0	0
Limited Marketable Company [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity Securities, Fair Value	0	0
Limited Marketable Company [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity Securities, Fair Value	$ 56	$ 56

Fair Value Measurements (Fair_2

Fair Value Measurements (Fair Value Assets Measured on Recurring Basis Unobservable Inputs Reconciliation) (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Assets measured at fair value on a recurring basis
Beginning Balance	$ 56	$ 42
Change in Fair Value	0	0
Ending Balance	$ 56	$ 42

Inventories (Details)

Inventories (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Inventories [Abstract]
Raw Materials	$ 1,158	$ 1,129
Work In Process	285	257
Finished Goods	287	287
Reserve for Obsolescence	(10)	(10)
Total Inventories	$ 1,720	$ 1,663

Merger Agreement with Mobile _2

Merger Agreement with Mobile X Global, Inc. (Details) $ / shares in Units, $ in Millions	6 Months Ended
	Jun. 30, 2022 USD ($) $ / shares shares
Third-party institutional investor [Member]
Merger Agreement with Mobile X Global, Inc.
Number of shares held by shareholder after reverse stock split	1,066,860
Third-party institutional investor and certain other investors [Member]
Merger Agreement with Mobile X Global, Inc.
Percentage of stockholding by stockholders after the Merger	13%
Other Investors [Member]
Merger Agreement with Mobile X Global, Inc.
Number of shares held by shareholder after reverse stock split	75,851
Electro-Sensors, Inc. [Member]
Merger Agreement with Mobile X Global, Inc.
Reverse stock split	four-for-onefour-for-one
Percentage of stockholding by stockholders after the Merger	11%
Number of share options outstanding	325,000
Number of shares held by shareholder after reverse stock split	932,005
Aggregate cash dividends before the closing of the Merger | $	$ 18
Cash dividends per share before reverse stock split | $ / shares	$ 4.83
Electro-Sensors, Inc. [Member] | Third-party institutional investor [Member]
Merger Agreement with Mobile X Global, Inc.
Equity financing | $	$ 20
Mobile X Global, Inc. Combined Company [Member] | Third-party institutional investor [Member]
Merger Agreement with Mobile X Global, Inc.
Equity line of credit | $	$ 50
Mobile X Global, Inc. Original Company [Member]
Merger Agreement with Mobile X Global, Inc.
Percentage of stockholding by stockholders after the Merger	76%
Number of shares held by shareholder after reverse stock split	6,668,294

Subsequent Events (Details)

Subsequent Events (Details) - Subsequent event [Member] - Director [Member] $ / shares in Units, $ in Thousands	Jul. 15, 2022 USD ($) $ / shares shares
Subsequent Event [Line Items]
Number of directors has exercised stock options	3
Stock options exercised | shares	2,500
Stock options exercised, exercise price | $ / shares	$ 4.15
Total amount of options exercised | $	$ 31