UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549

[ X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended June 30, 2001

OR

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

Commission File Number 000-31283

1376 STATE ROUTE 598, GALION, OHIO 44833
(Address of principal executive office)     (Zip Code)

Registrant's telephone number including area code: (419) 468-7600

Indicate by check mark ("X") whether the Registrant: (1) has filed all reports to be filed by section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding twelve months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

YES     X      NO ____

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

(Unaudited)

(Unaudited)

Net sales declined to $25.8 million and $60.7 million, respectively, for the three and six months ended June 30, 2001, a decrease of $13.5 million, or 34%, and $13.6 million, or 18%, respectively, compared to the corresponding prior year periods. This decrease was primarily due to decreased demand for power systems, power distribution equipment and systems integration, offset partially by increased demand for engineering and installation services. As of June 30, 2001, our sales backlog, which represents total dollar volume of firm sales orders not yet recognized as revenue, was $17.6 million, a 27% decline from $24.2 million at December 31, 2000.

Gross margins were $3.6 million and $14.2 million, respectively, for the quarter and six months ended June 30, 2001, as compared to $11.7 million and $22.8 million, respectively, for the quarter and six months ended June 30, 2000. Gross margin as a percentage of net sales declined to 13.8% and 23.4% respectively, for the three months and six months ended June 30, 2001 compared to 29.7% and 30.7%, respectively, for the comparable prior year periods. The margin percentage was lower in 2001, due primarily to unabsorbed overhead costs attributable to lower volume and incremental costs related to the 144,000 square foot addition in Galion coming into production.

Research, development and engineering expense increased to $2.8 million and $5.2 million, respectively, for the quarter and six months ended a June 30, 2001, from $2.4 million and $5.0 million, respectively, for the quarter and six months ended June 30, 2000. The increase relates to the continued development of new products. As a percentage of net sales, research, development and engineering expense was 11% and 8.5%, respectively, for the three months and six months ended June 30, 2001 compared to 6.1% and 6.7%, respectively, in the comparable prior year periods.

Selling, general and administrative expense was $4.5 million and $9.0 million, respectively, for the quarter and six months ended June 30, 2001, from $4.5 million and $8.7 million, respectively, for the quarter and the six months ended June 30, 2000. The increase resulted from an expansion of our international and field sales forces, the addition of administrative staff throughout 2000 and the first quarter of 2001 and amortization cost related to the Thornton Communications acquisition. The increase was offset partially by higher stock compensation costs of $0.4 million and $0.6 million, respectively, in the quarter and first six months of the prior year periods. As a percentage of net sales, selling, general and administrative expense was 17.5% and 14.8%, respectively, for the three and six months ended in June 20, 2001 compared to 11.4% and 11.7%, respectively, in the comparable prior year periods.

Net interest income was $0.4 million and $1.0 million, respectively, in the three and six months ended June 30, 2001 compared to interest expense of $0.4 million and $0.8 million, respectively, in the comparable prior year periods. The increase in interest income in the current quarter and six months ended in 2001 was due to investment income of our funds received from the August 2000 initial public offering and reduced levels of debt.

In the first half of 2001, our effective income tax rate declined marginally to 39.6% from 40.0% in the comparable prior year period.

Our primary liquidity needs are for working capital, capital expenditures and investments, including strategic acquisitions. In August 2000 we completed an initial public offering of 5.75 million shares of common stock at $15 per share, generating net proceeds of approximately $78.3 million. A portion of these proceeds was used to repay bank indebtedness. At June 30, 2001 cash invested in marketable securities approximated $44.5 million.

      From January 1, 2001 to June 30, 2001, certain of our employees and directors exercised options to purchase 212,800 common shares for an aggregate consideration of $641,321. The options exercised were issued under compensatory benefit plans in a transaction exempt under Section 4(2) of the Securities Act of 1933 and Rule 701 under the Securities Act of 1933.

      Of the 212,800 common shares issued to employees from January 1, 2001 to June 30, 2001 from the exercise of options, options to purchase 54,750 common shares were granted on July 8, 1996; options to purchase 23,600 common shares were granted on July 14, 1997; options to purchase 3,750 common shares were granted in May 18, 1998; options to purchase 14,650 common shares were granted on July 13, 1998; options to purchase 24,750 common shares were granted on October 9, 1998; options to purchase 8,750 common shares were granted on November 16, 1998; options to purchase 5,650 common shares were granted on December 21, 1998; options to purchase 8,750 common shares were granted on January 18, 1999; options to purchase 5,250 common shares were granted on February 15, 1999; options to purchase 7,000 common shares were granted on March 8, 1999; options to purchase 8,750 common shares were granted on March 22, 1999; options to purchase 17,150 common shares were granted on July 22, 1999; options to purchase 5,000 common shares were granted on September 13, 1999; options to purchase 2,000 common shares were granted on December 20, 1999; options to purchase 3,000 common shares were granted on December 22, 1999; and options to purchase 20,000 common shares were granted on February 7, 2000.

      We completed the acquisition of Thornton Communications Co., Inc. on June 6, 2001. On that date, we issued 886,000 common shares to Bruce L. Thornton at an aggregate value of $9,533,360 as partial consideration for the acquisition. These securities were issued in a transaction not involving a public offering and are exempt from registration under Section 4(2) of the Securities Act.

      On August 17, 2000, the SEC declared effective a Registration Statement on Form S-1 (File No. 333-37566) filed by us in connection with an initial public offering of 5,000,000 of our common shares, without par value. From the date of receipt of the proceeds from the offering through June 30, 2001, of the $78.3 million in net proceeds, $14.4 million was used to repay bank indebtedness, $3.4 million was used in connection with the acquisition of Thornton Communications and $18.3 million was used for capital expenditures, including the purchase of the Denver regional operating center in February 2000. The remaining net proceeds has been invested in short-term, interest-bearing, investment grade securities or guaranteed obligations of the U.S. Government.

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.