Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 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.

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

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

As of ~~January 31,~~August 1, 2014, there were outstanding ~~10,073,147~~10,118,906 shares of the registrant’s common stock, par value $.10 per share.

As of ~~December 31~~June 30, 2014 and March 31, ~~2013~~2014 and for the ~~Three and Nine-Month~~Three-Month Periods


	Three Months Ended							Nine Months Ended							Three Months Ended June 30,
	December 31,							December 31,
		2013			2012				2013			2012			2014			2013
	(Amounts in thousands, except per share data)															(Amounts in thousands, except per share data)

Net sales			$23,385			$25,633				$76,131			$74,068		$	28,502		$	28,256

Cost of products sold			17,295			18,505				51,737			52,791			20,570			18,241

Gross profit			6,090			7,128				24,394			21,277			7,932			10,015


Other expenses and income:
Selling, general and administrative			4,047			3,131				12,786			11,538			4,295			4,346
Selling, general and administrative - amortization			55			57				168			170			54			57
Interest income			(10	)		(13	)			(31	)		(38	)		(46	)		(11	)
Interest expense			(11	)		19				(2	)		(271	)		3			5

Total other expenses and income			4,081			3,194				12,921			11,399			4,306			4,397


Income before provision for income taxes			2,009			3,934				11,473			9,878			3,626			5,618
Provision for income taxes			578			887				3,645			2,826			1,234			1,810


Net income			1,431			3,047				7,828			7,052			2,392			3,808

Retained earnings at beginning of period			90,426			77,989				84,632			74,383			93,469			84,632
Dividends			(302	)		(200	)			(905	)		(599	)		(405	)		(301	)

Retained earnings at end of period			$91,555			$80,836				$91,555			$80,836		$	95,456		$	88,139


Per share data:
Per share data
Basic:
Net income			$.14			$.30				$.78			$.70		$	0.24		$	0.38


Diluted:
Net income			$.14			$.30				$.78			$.70		$	0.24		$	0.38


Weighted average common shares outstanding:
Basic:			10,070			10,034				10,063			10,023
Diluted:			10,107			10,057				10,099			10,046
Basic																10,105			10,057
Diluted																10,127			10,086

Dividends declared per share			$.03			$.02				$.09			$.06		$	0.04		$	0.03


		December 31,	March 31,	June 30,			March 31,
		2013	2013	2014			2014
	(Amounts in thousands, except per share data)			(Amounts in thousands, except per share data)
Assets
Current assets:
Cash and cash equivalents		$33,407	$24,194	$	46,410		$	32,146
Investments		30,498	27,498		15,000			29,000
Trade accounts receivable, net of allowances ($48 and $33 at December 31 and March 31, 2013, respectively)		12,370	9,440
Trade accounts receivable, net of allowances ($22 and $46 at June 30 and March 31, 2014, respectively)					12,297			10,339
Unbilled revenue		6,590	13,113		7,634			7,830
Inventories		11,088	11,171		12,817			16,518
Prepaid expenses and other current assets		1,002	783		865			457
Income taxes receivable		1,731	2,635		-			498
Deferred income tax asset		48	69		715			668

Total current assets		96,734	88,903		95,738			97,456

Property, plant and equipment, net		13,798	13,288		18,559			16,449
Prepaid pension asset		2,944	2,349		6,077			5,759
Goodwill		6,938	6,938		6,938			6,938
Permits		10,300	10,300		10,300			10,300
Other intangible assets, net		4,653	4,788		4,563			4,608
Other assets		202	167		213			124

Total assets		$135,569	$126,733	$	142,388		$	141,634


Liabilities and stockholders’ equity
Current liabilities:
Current portion of capital lease obligations		$ 81	$ 87	$	70		$	80
Accounts payable		8,117	9,429		7,132			10,084
Accrued compensation		5,113	5,018		5,505			5,701
Accrued expenses and other current liabilities		3,030	3,051		2,688			2,233
Customer deposits		8,312	6,919		8,515			8,012
Deferred income tax liability		382	373
Income taxes payable					738			-

Total current liabilities		25,035	24,877		24,648			26,110

Capital lease obligations		67	127		124			136
Accrued compensation		158	308		-			158
Deferred income tax liability		7,389	7,131		8,301			8,197
Accrued pension liability		261	227		283			272
Accrued postretirement benefits		946	923		862			853
Other long-term liabilities		-	145

Total liabilities		33,856	33,738		34,218			35,726


Commitments and contingencies (Note 11)

Stockholders’ equity:
Preferred stock, $1.00 par value -
Authorized, 500 shares
Common stock, $.10 par value -
Authorized, 25,500 shares
Issued, 10,390 and 10,331 shares at December 31 and March 31, 2013, respectively		1,039	1,033
Preferred stock, $1.00 par value - Authorized, 500 shares
Common stock, $.10 par value - Authorized, 25,500 shares
Issued, 10,430 and 10,409 shares at June 30 and March 31, 2014, respectively					1,043			1,041
Capital in excess of par value		19,807	18,596		20,458			20,274
Retained earnings		91,555	84,632		95,456			93,469
Accumulated other comprehensive loss		(7,531)	(8,033)		(5,676	)		(5,765	)
Treasury stock, 317 and 327 shares at December 31 and March 31, 2013, respectively		(3,157)	(3,233)
Treasury stock, 311 shares at each of June 30 and March 31, 2014					(3,111	)		(3,111	)

Total stockholders’ equity		101,713	92,995		108,170			105,908

Total liabilities and stockholders’ equity		$135,569	$126,733	$	142,388		$	141,634


	Nine Months Ended December 31,
		2013			2012			Three Months Ended June 30, (Amounts in thousands)
		(Amounts in thousands)						2014			2013

Operating activities:
Net income			$7,828			$7,052		$	2,392		$	3,808
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation			1,478			1,390			520			493
Amortization			168			170			54			57
Amortization of unrecognized prior service cost and actuarial losses			663			666			130			221
Discount accretion on investments			(6	)		(10	)		-			(3	)
Stock-based compensation expense			489			463			123			195
Loss on disposal of property, plant and equipment			207			8
Deferred income taxes			88			(259	)		(7	)		183
(Increase) decrease in operating assets:
Accounts receivable			(3,019	)		210			(1,958	)		(7,900	)
Unbilled revenue			6,559			5,017			196			2,992
Inventories			275			(1,335	)		3,702			1,843
Prepaid expenses and other current and non-current assets			(326	)		74			(487	)		(645	)
Prepaid pension asset			(595	)		(575	)		(320	)		(198	)
Increase (decrease) in operating liabilities:
Accounts payable			(1,429	)		(257	)		(3,015	)		(1,731	)
Accrued compensation, accrued expenses and other current and non-current liabilities			76			(1,138	)		259			234
Customer deposits			1,305			2,087			502			797
Income taxes payable/receivable			904			1,354			1,236			1,628
Long-term portion of accrued compensation, accrued pension liability and accrued postretirement benefits			(94	)		31			(138	)		26

Net cash provided by operating activities			14,571			14,948			3,189			2,000


Investing activities:
Purchase of property, plant and equipment			(2,161	)		(971	)		(2,569	)		(295	)
Proceeds from disposal of property, plant and equipment			32			4
Purchase of investments			(80,495	)		(60,488	)		(5,000	)		(22,999	)
Redemption of investments at maturity			77,500			50,000			19,000			23,000
Net cash used by investing activities			(5,124	)		(11,455	)

Net cash provided (used) by investing activities									11,431			(294	)


Financing activities:
Principal repayments on capital lease obligations			(65	)		(61	)		(21	)		(21	)
Issuance of common stock			421			55			29			48
Dividends paid			(905	)		(599	)		(405	)		(301	)
Excess tax benefit (deficiency) on stock awards			220			(2	)
Excess tax benefit on stock awards									34			61

Net cash used by financing activities			(329	)		(607	)		(363	)		(213	)

Effect of exchange rate changes on cash			95			35			7			6

Net increase in cash and cash equivalents			9,213			2,921			14,264			1,499
Cash and cash equivalents at beginning of period			24,194			25,189
Cash and cash equivalents at beginning of year									32,146			24,194

Cash and cash equivalents at end of period			$33,407			$28,110		$	46,410		$	25,693

Graham Corporation’s (the “Company’s”) Condensed Consolidated Financial Statements include (i) its wholly-owned foreign subsidiary located in China and (ii) its wholly-owned domestic subsidiary located in Lapeer, Michigan. The Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”) for interim financial information and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X, each as promulgated by the Securities and Exchange ~~Commission (“SEC”).~~Commission. The Company’s Condensed Consolidated Financial Statements do not include all information and notes required by GAAP for complete financial statements. The unaudited Condensed Consolidated Balance Sheet as of March 31, ~~2013~~2014 presented herein was derived from the Company’s audited Consolidated Balance Sheet as of March 31, ~~2013.~~2014. For additional information, please refer to the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, ~~2013~~2014 (“fiscal ~~2013”~~2014”). In the opinion of management, all adjustments, including normal recurring accruals considered necessary for a fair presentation, have been included in the Company’s Condensed Consolidated Financial Statements.

The Company’s results of operations and cash flows for the three ~~and nine~~ months ended ~~December 31, 2013~~June 30, 2014 are not necessarily indicative of the results that may be expected for the current fiscal year ending March 31, ~~2014~~2015 (“fiscal ~~2014”~~2015”).

The Company recognizes revenue on all contracts with a planned manufacturing process in excess of four weeks (which approximates 575 direct labor hours) using the percentage-of-completion method. The majority of the Company’s revenue is recognized under this methodology. The percentage-of-completion method is determined by comparing actual labor incurred to a specific date to management’s estimate of the total labor to be incurred on each contract. Contracts in progress are reviewed monthly, and sales and earnings are adjusted in current accounting periods based on revisions in the contract value and estimated costs at completion. Losses on contracts are recognized immediately when ~~evident.~~evident to management. There is no reserve for credit losses related to unbilled revenue recorded for contracts accounted for on the percentage-of-completion method. Any reserve for credit losses related to unbilled revenue is recorded as a reduction to revenue.

Revenue on contracts not accounted for using the percentage-of-completion method is recognized utilizing the completed contract method. The majority of the Company’s contracts (as opposed to revenue) have a planned manufacturing process of less than four weeks and the results reported under this method do not vary materially from the percentage-of-completion method. The Company recognizes revenue and all related costs on these contracts upon substantial completion or shipment to the customer. Substantial completion is consistently defined as at least 95% complete with regard to direct labor hours. Customer acceptance is generally required throughout the construction process and the Company has no further material obligations under its contracts after the revenue is recognized.

Receivables billed but not paid under retainage provisions in contracts were $1,409 and $901 at June 30, 2014 and March 31, 2014, respectively.

Investments consist solely of certificates of deposits with financial institutions and fixed-income debt securities issued by the U.S. ~~Treasury with~~Treasury. All investments have original maturities of greater than three months and less than one ~~year. All investments~~year and are classified as held-to-maturity, as the Company believes it has the intent and ability to hold the securities to maturity. The investments are stated at amortized cost which approximates fair value. All investments held by the Company at ~~December 31, 2013~~June 30, 2014 are scheduled to mature on or before ~~March 27,~~October 14, 2014.

Inventories are stated at the lower of cost or market, using the average cost method. For contracts accounted for on the completed contract method, progress payments received are netted against inventory to the extent the payment is less than the inventory balance relating to the applicable contract. Progress payments that are in excess of the corresponding inventory balance are presented ~~in the line item “Customer deposits”~~as customer deposits in the Condensed Consolidated Balance Sheets. Unbilled revenue in the Condensed Consolidated Balance Sheets represents revenue recognized that has not been billed to customers on contracts accounted for on the percentage-of-completion method. For contracts accounted for on the ~~percentage–of–completion~~percentage-of-completion method, progress payments are netted against unbilled revenue to the extent the payment is less than the unbilled revenue for the applicable contract. Progress payments exceeding unbilled revenue are netted against inventory to the extent the payment is less than or equal to the inventory balance relating to the applicable contract, and the excess is presented as customer deposits in the Condensed Consolidated Balance Sheets.


	December 31, 2013		March 31, 2013		June 30, 2014		March 31, 2014

Raw materials and supplies		$ 2,677		$ 2,865	$	3,091	$	3,185
Work in process		12,163		13,470		16,534		17,767
Finished products		560		572		691		646

		15,400		16,907		20,316		21,598
Less - progress payments		4,312		5,736		7,499		5,080

Total		$11,088		$11,171	$	12,817	$	16,518


	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
At December 31, 2013
At June 30, 2014
Intangibles subject to amortization:
Backlog		$ 170		$170		$ -	$	170	$	170	$	-
Customer relationships		2,700		547		2,153		2,700		637		2,063

							$	2,870	$	807	$	2,063
		$ 2,870		$717		$2,153

Intangibles not subject to amortization:
Permits		$10,300		$ -		$10,300	$	10,300	$	-	$	10,300
Tradename		2,500		-		2,500		2,500		-		2,500
		$12,800		$ -		$12,800
							$	12,800	$	-	$	12,800
At March 31, 2013


At March 31, 2014
Intangibles subject to amortization:
Backlog		$ 170		$170		$ -	$	170	$	170	$	-
Customer relationships		2,700		412		2,288		2,700		592		2,108

							$	2,870	$	762	$	2,108
		$ 2,870		$582		$ 2,288

Intangibles not subject to amortization:
Permits		$10,300		$ -		$10,300	$	10,300	$	-	$	10,300
Tradename		2,500		-		2,500		2,500		-		2,500
		$12,800		$ -		$12,800
							$	12,800	$	-	$	12,800

Intangible assets are amortized on a straight line basis over ~~their~~the estimated useful lives. Intangible amortization expense for ~~each of~~ the ~~three-month periods ended December 31, 2013 and 2012 was $45. Intangible amortization expense for each of the nine~~three months ended ~~December 31,~~June 30, 2014 and 2013 was $45 and ~~2012 was $135.~~$45, respectively. As of ~~December 31, 2013,~~June 30, 2014, amortization expense is estimated to be ~~$45~~$135 for the remainder of fiscal ~~2014~~2015 and $180 in each of the fiscal years ending March 31, ~~2015,~~ 2016, 2017, 2018 and ~~2018.~~2019.

The Amended and Restated 2000 Graham Corporation Incentive Plan to Increase Shareholder Value provides for the issuance of up to 1,375 shares of common stock in connection with grants of incentive stock options, non-qualified stock options, stock awards and performance awards to officers, key employees and outside directors; provided, however, that no more than 250 shares of common stock may be used for awards other than stock options. Stock options may be granted at prices not less than the fair market value at the date of grant and expire no later than ten years after the date of grant.

There were no stock option awards granted in the three months ended December 31, 2013 and 2012. Stock option awards granted in the nine months ended December 31, 2013 and 2012 were 0 and 49, respectively. The stock option awards granted in fiscal 2013 vest 33¹/₃~~% per year over a three-year term and have a term of ten years from their grant date.~~

~~There were no restricted~~Restricted stock awards granted in the three-month periods ended ~~December 31,~~June 30, 2014 and 2013 were 28 and ~~2012.~~32, respectively. Restricted ~~stock awards granted in the nine-month periods ended December 31, 2013~~shares of 12 and ~~2012 were 32 and 26, respectively. Performance-vested restricted stock awards of~~ 14 ~~and 18~~ granted to officers in fiscal ~~2014~~2015 and fiscal ~~2013,~~2014, respectively, vest 100% on the third anniversary of the grant date subject to the satisfaction of the performance metrics for the applicable three-year period. ~~Time-vested restricted stock awards~~Restricted shares of 11 and 12 granted to officers and key employees in fiscal 2015 and fiscal 2014, respectively, vest 33¹/⁄₃% per year over a three-year ~~period. Time-vested restricted stock awards~~term. Restricted shares of 65 and 86 granted to directors in fiscal ~~2014~~2015 and fiscal ~~2013,~~2014, respectively, vest 100% on the first anniversary of the grant date. No stock options were awarded in the three months ended June 30, 2014 or 2013.

During the three months ended ~~December 31,~~June 30, 2014 and 2013, ~~and 2012,~~ the Company recognized stock-based compensation costs related to ~~stock option and~~ restricted stock awards of ~~$134~~$106 and ~~$131,~~$180, respectively. The income tax benefit recognized related to stock-based compensation was ~~$47~~$37 and ~~$46~~$63 for the three months ended ~~December 31,~~June 30, 2014 and 2013, and 2012, respectively. During the nine months ended December 31, 2013 and 2012, the Company recognized stock-based compensation costs related to stock option and restricted stock awards of $447 and $423, respectively. The income tax benefit recognized related to stock-based compensation was $157 and $149 for the nine months ended December 31, 2013 and 2012, respectively.

The Company has an Employee Stock Purchase Plan ~~(“ESPP”~~(the “ESPP”), which allows eligible employees to purchase shares of the Company’s common stock on the last day of a six-month offering period at a purchase price equal to the lesser of 85% of the fair market value of the common stock on either the first day or the last day of the offering period. A total of 200 shares of common stock ~~were authorized for purchase~~may be purchased under the ESPP. During the three months ended ~~December 31,~~June 30, 2014 and 2013, ~~and 2012,~~ the Company recognized stock-based compensation costs of ~~$14~~$17 and ~~$13,~~$15, respectively, related to the ESPP and $5$6 and $5, respectively, of related tax benefits. During the nine months ended December 31, 2013 and 2012, the Company recognized stock-based compensation costs of $42 and $40, respectively, related to the ESPP and $14 and $13, respectively, of related tax benefits.

Basic income per share is computed by dividing net income by the weighted average number of common shares outstanding for the period. Common shares outstanding include share equivalent units, which are contingently issuable shares. Diluted income per share is calculated by dividing net income by the weighted average number of common shares outstanding and, when applicable, potential common shares outstanding during the period. A reconciliation of the numerators and denominators of basic and diluted income per share is presented below:


	Three Months Ended December 31,					Nine Months Ended December 31,					Three Months Ended June 30,
		2013		2012			2013		2012		2014		2013
Basic income per share

Numerator:
Net income			$1,431		$3,047			$7,828		$7,052		$ 2,392		$ 3,808


Denominator:
Weighted common shares outstanding			10,070		9,991			10,045		9,980		10,105		10,014
Share equivalent units (“SEUs”)			-		43			18		43
Weighted average common shares and SEUs			10,070		10,034			10,063		10,023
Share equivalent units (“SEUs”) outstanding												-		43

Weighted average common shares and SEUs outstanding												10,105		10,057


Basic income per share			$.14		$.30			$.78		$.70		$0.24		$0.38


Diluted income per share

Numerator:
Net income			$ 1,431		$3,047			$7,828		$7,052		$ 2,392		$ 3,808


Denominator:
Weighted average shares and SEUs outstanding			10,070		10,034			10,063		10,023
Weighted average common shares and SEUs outstanding												10,105		10,057
Stock options outstanding			37		23			36		23		22		29

Weighted average common and potential common shares outstanding			10,107		10,057			10,099		10,046		10,127		10,086


Diluted income per share			$.14		$.30			$.78		$.70		$0.24		$0.38

Options to purchase a total of 212 and 7114 shares of common stock were outstanding at ~~December~~June 30, 2014 and 2013, ~~and 2012,~~ respectively, but were not included in the above computation of diluted income per share given their exercise prices as they would be anti-dilutive upon issuance.

The reconciliation of the changes in the product warranty liability is as follows:


	Three Months Ended December 31,			Nine Months Ended December 31,			Three Months Ended June 30,
		2013	2012		2013	2012	2014			2013

Balance at beginning of period		$299	$174		$408	$215		$308			$408
(Income) expense for product warranties		(47)	65		11	73
Expense (income) for product warranties								97			(20	)
Product warranty claims paid		(29)	(79)		(196)	(128)		(32	)		(57	)

Balance at end of period		$223	$160		$223	$160		$373			$331

The income of ~~$47~~$20 for product warranties in the three months ended ~~December 31,~~June 30, 2013 resulted from the reversal of provisions made that were no longer required due to lower claims experience.

The product warranty liability is included in the line item “Accrued expenses and other current liabilities” in the Condensed Consolidated Balance Sheets.

Interest paid was $9$3 in each of the three months ended June 30, 2014 and ~~$55~~2013. Income taxes refunded for the ~~nine-month periods ended December 31, 2013 and 2012, respectively. In addition, income taxes paid for the nine~~three months ended ~~December 31,~~June 30, 2014 and 2013 were $29 and ~~2012 were $2,567 and $949,~~$61, respectively.

During the ~~nine~~three months ended ~~December 31,~~June 30, 2014 and 2013, ~~and 2012,~~respectively, stock option awards were exercised and restricted stock awards vested. In connection with such stock option exercises and vesting, the related income tax benefit realized exceeded ~~(reduced)~~ the tax benefit that had been recorded pertaining to the compensation cost recognized by ~~$220~~$34 and ~~$(2),~~$61, respectively, for such periods. This excess tax benefit ~~(deficiency)~~ has been separately reported under “Financing activities” in the Condensed Consolidated Statements of Cash Flows.

At ~~December 31,~~June 30, 2014 and 2013, ~~and 2012,~~ respectively, there were ~~$66~~$61 and ~~$68~~$10 of capital purchases that were recorded in accounts payable and are not included in the ~~line item~~caption “Purchase of property, plant and equipment” in the Condensed Consolidated Statements of Cash Flows. ~~In the nine months ended December 31, 2013 and 2012, capital expenditures totaling $0 and $11, respectively, were financed through the issuance of capital leases.~~

The Company made no contributions to its defined benefit pension plan during the ~~nine~~three months ended ~~December 31, 2013 and~~June 30, 2014 of $55. The Company does not expect to make any contributions to the plan for the balance of fiscal ~~2014.~~2015.


	Three Months Ended		Nine Months Ended
	December 31,		December 31,
	2013	2012	2013	2012	Three Months Ended June 30,
					2014			2013
Service cost	$ -	$ -	$ -	$ -	$	-		$	-
Interest cost	8	9	24	28		8			8
Amortization of prior service benefit	(41)	(41)	(124)	(124)		(26	)		(41	)
Amortization of actuarial loss	11	10	33	29		10			11

Net postretirement benefit income	$(22)	$(22)	$(67)	$ (67)	$	(8	)	$	(22	)

The Company ~~paid~~did not pay benefits ~~of $3~~ related to its postretirement benefit plan during the ~~nine~~three months ended ~~December 31, 2013.~~June 30, 2014. The Company expects to pay benefits of approximately ~~$104 during~~$98 for the balance of fiscal ~~2014.~~2015.

The Company’s self-funds the medical insurance coverage it provides to its U.S. based employees. The Company has obtained a stop loss insurance policy in an effort to limit its exposure to claims. The liability of $305 and $221 on June 30 and March 31, 2014, respectively, related to the Company’s self-insured medical plan is primarily based upon claim history and is included in the caption “Accrued compensation” in the Condensed Consolidated Balance Sheets.

The Company has been named as a defendant in ~~certain~~ lawsuits alleging personal injury from exposure to asbestos allegedly contained in ~~products made by the Company.~~our products. The Company is a co-defendant with numerous other defendants in these lawsuits and intends to vigorously defend itself against these claims. The claims are similar to previous asbestos suits that named the Company as defendant, which either were dismissed when it was shown that the Company had not supplied products to the plaintiffs’ places of work or were settled for immaterial amounts.

As of ~~December 31, 2013,~~June 30, 2014, the Company was subject to the claims noted above, as well as other legal proceedings and potential claims that have arisen in the ordinary course of business.

Although the outcome of the lawsuits to which the Company is a party cannot be determined and an estimate of the reasonably possible loss or range of loss cannot be made, management does not believe that the outcomes, either individually or in the aggregate, will have a material effect on the Company’s results of operations, financial position or cash flows.

The Company files federal and state income tax returns in several domestic and international jurisdictions. In most tax jurisdictions, returns are subject to examination by the relevant tax authorities for a number of years after the returns have been filed. The Company is subject to examination in U.S. federal and state tax jurisdictions for the tax year 2013 and tax years 2009 through 2013, respectively. The Company is subject to examination in the People’s Republic of China for tax years 2011 through 2013. During the third quarter of fiscal year 2014, the U. S. Internal Revenue Service (“IRS”) examination of tax years 2011 and 2012 was completed. Based upon the results of the IRS examination, the Company reduced its liability for unrecognized tax benefits by $134.

The liability for unrecognized tax benefits was $0 ~~and $134~~ at ~~December 31, 2013~~both June 30 and at March 31, ~~2013, respectively.~~

2014. It is the Company’s policy to recognize any interest related to uncertain tax positions in interest expense and any penalties related to uncertain tax positions in selling, general and administrative expense. During the three ~~and nine~~ months ended ~~December 31,~~June 30, 2014 and 2013, the Company ~~reversed provisions made in previous periods~~recorded $0 and $2, respectively, for interest related to its uncertain tax positions of $15 and $11, respectively, based upon the results of the IRS examination of tax years 2011 and 2012. During the three months ended December 31, 2012, the Company recorded $2 for interest related to its uncertain tax positions. During the nine months ended December 31, 2012, the Company reversed provisions that had been made in previous periods for interest related to its uncertain tax positions of $387 due to lower interest assessments by the IRS than expected. Including this reversal, the Company recorded $(323) for interest related to its uncertain tax positions during the nine months ended December 31, 2012. No penalties related to uncertain tax positions were recorded in the three-month ~~or nine-month~~ periods ended ~~December 31, 2013~~June 30, 2014 or ~~2012.~~

In September 2013, the IRS issued final regulations affecting costs to acquire, produce, or improve tangible property and re-proposed regulations affecting dispositions of tangible property. The final regulations are effective for taxable years beginning on or after January 1, 2014. The Company has evaluated the final regulations and does not expect the adoption of the regulations to have a material impact on its consolidated financial statements.2013.

The changes in accumulated other comprehensive loss by component for the ~~nine~~three months ended ~~December 31,~~June 30, 2014 and 2013 are as follows:


							Pension and Other Postretirement Benefit Items		Foreign Currency Items		Total
Balance at April 1, 2014								$(6,168)		$ 403		$(5,765)
Other comprehensive income before reclassifications								-		5		5
Amounts reclassified from accumulated other comprehensive loss								84		-		84

Net current-period other comprehensive income								84		5		89

Balance at June 30, 2014								$(6,084)		$ 408		$(5,676)

	Pension and Other Postretirement Benefit Items		Foreign Currency Items		Total
							Pension and Other Postretirement Benefit Items		Foreign Currency Items		Total
Balance at April 1, 2013		$(8,443)		$410		$(8,033)		$ (8,443)		$ 410		$ (8,033)
Other comprehensive income before reclassifications		-		73		73		-		7		7
Amounts reclassified from accumulated other comprehensive loss		429		-		429		143		-		143

Net current-period other comprehensive income		429		73		502		143		7		150
Balance at December 31, 2013		$(8,014)		$483		$(7,531)

Balance at June 30, 2013								$ (8,300)		$ 417		$ (7,883)

The reclassifications out of accumulated other comprehensive loss by component for the three ~~and nine~~ months ended ~~December 31,~~June 30, 2014 and 2013 are as follows:


Details about Accumulated Other Comprehensive Loss Components	Amount Reclassified from Accumulated Other Comprehensive Loss					Affected Line Item in the Condensed Consolidated Statements of Operations and Retained Earnings	Amount Reclassified from Accumulated Other Comprehensive Loss						Affected Line Item in the Condensed Consolidated Statements of Operations and Retained Earnings

	Three Months Ended December 31, 2013		Nine Months Ended December 31, 2013				Three Months Ended June 30,
							2014			2013
Pension and other postretirement benefit items:
Amortization of unrecognized prior service benefit		$ 40		$ 121⁽¹⁾			$	25	⁽¹⁾	$	40	⁽¹⁾
Amortization of actuarial loss		(261)		(784)⁽¹⁾				(155	)⁽¹⁾		(261	)⁽¹⁾
		(221)		(663)	Income before provision for income taxes
		(78)		(234)	Provision for income taxes			(130	)		(221	)	Income before provision for income taxes
		$(143)		$(429)	Net income			(46	)		(78	)	Provision for income taxes

							$	(84	)	$	(143	)	Net income

In the normal course of business, management evaluates all new accounting pronouncements issued by the Financial Accounting Standards Board (“FASB”), the ~~SEC,~~Securities and Exchange Commission, the Emerging Issues Task Force, the American Institute of Certified Public Accountants or any other authoritative accounting body to determine the potential impact they may have on the Company’s consolidated financial statements.

In July 2012, the FASB amended its guidance related to periodic testing of indefinite-lived intangible assets for impairment. The amended guidance is intended to reduce cost and complexity by providing an entity with the option to make a qualitative assessment about the likelihood that an indefinite-lived intangible asset is impaired to determine whether it should perform a quantitative impairment test. The guidance also enhances the consistency of impairment testing among long-lived asset categories by permitting an entity to assess qualitative factors to determine whether it is necessary to calculate the asset’s fair value when testing an indefinite-lived intangible asset for impairment, which is equivalent to the impairment testing requirements for other long-lived assets. In accordance with the guidance, an entity will have an option not to calculate annually the fair value of an indefinite-lived intangible asset if the entity determines that it is not more-likely-than-not that the asset is impaired. The provisions of the amended guidance are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. The Company considered this guidance in performing its annual impairment testing of the indefinite-lived intangible assets. The adoption of the amended guidance is not expected to have a material impact on its consolidated financial statements.

~~In February 2013,~~May 2014, the FASB issued guidance related to the ~~disclosure of amounts reclassified out of accumulated other comprehensive income.~~accounting for revenue from contracts with customers. This guidance ~~adds new~~establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from a company’s contracts with customers. The guidance requires companies to apply a five-step model when recognizing revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods and services. The guidance also includes a cohesive set of disclosure requirements ~~either in a single note or parenthetically on the face~~regarding revenue recognition. The provisions of the financial statements, the effect of significant amounts reclassified from each component of accumulated other comprehensive income (“AOCI”) based on its source and the income statement line items affected by the reclassification. This guidance gives companies the flexibility to present the information either in the notes or parenthetically on the face of the financial statements, provided that all of the required information is presented in a single location. This guidance isare effective ~~prospectively~~ for ~~annual~~fiscal years, and interim ~~reporting~~ periods within those fiscal years, beginning after December 15, ~~2012.~~2016. The Company ~~adopted~~is currently evaluating the impact this guidance ~~during the first quarter~~will have on its financial position, results of ~~fiscal 2014~~operations and ~~such adoption did not have~~cash flows. See Note 2 for a ~~material impact on~~description of the Company’s ~~Condensed Consolidated Financial Statements as it only changed the disclosures surrounding AOCI (See Note 13).~~current revenue recognition policy.

Management does not expect any other recently issued accounting pronouncements, which have not already been adopted, to have a material impact on the Company’s consolidated financial statements.

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

We are a global business that designs, manufactures and sells critical equipment ~~that is critical to~~for the energy industry, which includes the oil refining, petrochemical, as well as the cogeneration, nuclear and alternative power markets. With world-renowned engineering expertise in vacuum and heat transfer technology and ~~extensive~~a leading nuclear code accredited fabrication and specialty machining ~~experience,~~company, we design and manufacture custom-engineered ejectors, ~~pumps,~~vacuum pump packages, surface condensers and vacuum systems as well as supplies and components for ~~utilization both~~use inside the reactor vessel and outside the containment vessel of nuclear power facilities. Our equipment is also used by the defense industry in nuclear propulsion power systems ~~for the defense industry~~ and can be found in other diverse applications such as metal refining, pulp and paper processing, water heating, refrigeration, desalination, food processing, pharmaceutical, heating, ventilating and air conditioning.

Our corporate headquarters isare located in Batavia, New York and we have production facilities in both Batavia, New York and at our wholly-owned subsidiary, Energy Steel & Supply Co. (“Energy Steel”), ~~located~~ in Lapeer, Michigan. We also have a wholly-owned foreign subsidiary, Graham Vacuum and Heat Transfer Technology (Suzhou) Co., Ltd. (“GVHTT”), located in Suzhou, China, which supports sales orders from China and provides engineering support and supervision of subcontracted fabrication.

Our current fiscal year (which we refer to as “fiscal 2015”) ends March 31, 2015.

Highlights for the three ~~and nine~~ months ended ~~December 31, 2013 (the fiscal year ending March 31,~~June 30, 2014 ~~is referred to as “fiscal 2014”)~~ include:

Net income and income per diluted share for the ~~third~~first quarter of fiscal ~~2014~~2015 were ~~$1,431~~$2,392 and ~~$0.14, respectively,~~$0.24, compared with net income of ~~$3,047~~$3,808 and income per diluted share of ~~$0.30~~$0.38 for the ~~third~~first quarter of fiscal 2013. Net income and income per diluted share for the first nine months of fiscal 2014 were $7,828 and $0.78, respectively, compared with net income of $7,052 and income per diluted share of $0.70 for the first nine months of fiscal 2013. The three and nine-month periods ended December 31, 2012, fiscal 2013, included the reversal of a $975 reserve related to the expected value of the earn out from the Energy Steel acquisition. Excluding this reversal, net income and net income per diluted share for the third quarter of fiscal 2013 were $2,072 and $0.21, respectively, and net income and income per diluted share for the first nine months of fiscal 2013 were $6,077 and $0.61, respectively.2014.

This report and other documents we file with the Securities and Exchange Commission include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.

These statements involve known and unknown risks, uncertainties and other factors that may cause actual results to be materially different from any future results implied by the forward-looking statements. Such factors include, but are not limited to, the risks and uncertainties identified by us under the heading “Risk Factors” in Item 1A of our Annual Report on Form 10-K for fiscal ~~2013.~~2014.

Forward-looking statements may also include, but are not limited to, statements about:

Forward-looking statements are usually accompanied by words such as “anticipate,” “believe,” “estimate,” “may,” “might,” “intend,” “interest,” “appear,” “expect,” “estimate,” “suggest,” “plan,” “encourage,” ~~“potential,”~~“potential” and similar expressions. Actual results could differ materially from historical results or those implied by the forward-looking statements contained in this report.

Undue reliance should not be placed on our forward-looking statements. Except as required by law, we undertake no obligation to update or announce any revisions to forward-looking statements contained in this report, whether as a result of new information, future events or otherwise.

~~We continued to see~~The strong bidding activity ~~from~~which was evident in our ~~customers during the third quarter of~~markets throughout fiscal ~~2014.~~2014 has continued into fiscal 2015. We believe ~~that~~ bidding activity is a leading indicator offor the direction and health of our markets. We ~~believe the~~are seeing evidence of improvement in our business environment ~~is continuing~~and we appear to ~~improve and that~~be in the midst of a market expansion in our ~~customers are becoming more inclined to procure the equipment needed for their projects. This supports our belief that the~~ oil refining, petrochemical and other related ~~markets we serve are continuing to move toward a stronger part of the business cycle.~~

energy markets. We believe the ~~following demand trends~~current activity level within our pipeline continues to be more robust than in past cycles.

We expect that ~~are influencing~~the market conditions affecting our customers’ investments will drive our future growth. These include:

~~Lower~~Changes in domestic natural gas supply and cost ~~resulting from a significant increase in supply has been driven by technology advancements in drilling. The dramatic change in natural~~have affected the dynamics of the global energy and petrochemical market. Natural gas ~~costs~~serves as both an energy source and ~~expectation of steady supply~~feedstock to chemical industries. Natural gas in the U.S. has become globally competitive with oil. As such, lower costs and plentiful supply are expected to drive increased domestic use of natural gas in the U.S., as well as the ability to export liquefied natural gas to serve other regions. Low cost and the plentiful supply of North American natural gas have also led to a revival in the U.S. petrochemical market, where we historically have a strong market share. This is a relatively recent phenomena, having occurred over the past five years and ~~recent movements toward potential major investment. There~~is being driven by technology advancements in drilling, which in turn has created a significant increase in supply. As a result, U.S. production of the raw material for ethylene, ethane (which is a side product of natural gas production), has become globally competitive with naphtha (the alternative feedstock for ethylene used in most of the world). As a result, we are ~~numerous projects~~witnessing a significant increase in ~~planning, initial engineering, or~~planned construction ~~phases for the~~of new petrochemical producing facilities, including ethylene, ammonia, methanol, ~~ammonia~~propane dehydrogenation (PDH) and urea facilities. In addition, existing petrochemical facilities are ~~evaluating~~ restarting idled process units or debottlenecking existing operations to increase throughput. ~~We currently have a number~~This is the first wave of these projects in our pipeline and have begun to add new orders into backlog associated with the North American petrochemical/chemical markets. We historically have had strong market share within U.S. petrochemical facilities. Lower natural gas cost has also made the U.S. production of ethane, which is a by-product of natural gas production, favorably competitive with naphtha, which is a by-product of crude oil refining, as a feedstock for ethylene production. Proposed ethylene capacity expansion and re-opening of mothballed facilities in the U.S., as well as downstream products, are being discussedwhat we believe will be major investment by petrochemical producers ~~for~~since the ~~first time in well over a decade.~~1990’s. We ~~believe~~expect investment in U.S. petrochemical markets could be significant over the next ~~several years.~~decade. Such investment could occur in multiple phases.

We ~~believe~~expect that the ~~consequences~~outcome of these trends will provide growth opportunities for our business. In addition, we believe we can continue to grow our less cyclical smaller product lines and aftermarket businesses. The planned investments in new petrochemical capacity built in North America, while providing significant volume, are not likely to provide the ~~trends described above will drive revenue growth. As we look at~~ margin ~~potential~~opportunity that the North American refining market yielded in the ~~current business cycle compared~~last upcycle. Less favorable product mix may limit the potential gross margin upside. Along with the ~~previous cycle, we expect growth~~margin pressure in ~~emerging~~the North American petrochemical market, the projected expansion in petrochemical and oil refining in the growing Asian and South American markets, will continue to result in ~~continued pressure on our~~ pricing and gross ~~margins,~~margin pressure, as these markets historically ~~provided~~generated lower margins than North American refining markets. While we believe the investments in new petrochemical capacity expected to be built in North America will provide revenue growth, we do not expect the gross margins from that market will be as strong as other domestic markets. The mix of international customers who are investing in domestic petrochemical projects will likely temper the margin expectations of this market. Therefore, we believe peak margins in the current business cycle will be lower than the previous cycle, which was primarily driven by the domestic refining market.

Because of continued global economic and financial uncertainty and the risk associated with growth in emerging economies, we also expect that we will ~~continue to experience~~have continued volatility in our order pattern. We continue to expect our new order levels to remain volatile, resulting in both relatively strong and weak quarters. As the chart below indicates, quarterly ~~order levels~~orders can vary significantly.

We believe that looking at our order level in any one quarter does not provide an accurate indication of our future expectations or performance. Rather, we believe that looking at our orders and backlog over a trailing ~~twelve-month~~twelve month period provides a better measure of our business.

Our quarterly order levels and trailing ~~twelve-month~~twelve month order levels for the first ~~three quarters~~quarter of fiscal 2015 as well as each quarter in fiscal 2014 and ~~the four quarters of~~ fiscal 2013, ~~and fiscal year ended March 31, 2012 (which we refer to as “fiscal 2012”),~~ respectively, are set forth in the ~~chart~~table below.

~~Expected International Growth~~We also expect incremental increases in ~~Refining~~investments in the domestic market for the refining market and ~~Chemical Processing and Domestic Growth~~renewed investment in ~~Chemical Processing, Nuclear Power and U.S. Navy Projects~~

the chemical processing market in North America. We expect growth in the refining and chemical processing capacity to be driven by emerging markets. ~~We also expect incremental investments~~Moreover, we have expanded our addressable markets with expansion of our business capabilities in the ~~domestic~~power market ~~for existing refining facilities. Investment in the chemical~~ and ~~petrochemical processing markets is expected to be split between North America and the international market. Accordingly, we~~through our focus on U.S. Navy nuclear propulsion projects. We believe our revenue opportunities ~~in chemicals and petrochemicals~~during the near term will be ~~balanced~~more heavily weighted in the domestic market. However, over the longer term, we believe opportunities will be equivalent between the domestic and international markets. This differs with the previous cycle, which was almost exclusively driven by the international markets. We have also expanded our addressable markets with the expansion of our capabilities in the power market and our focus on the U.S. Navy nuclear propulsion projects.

Over the long-term, we expect our customers’ markets to regain their strength and, while remaining cyclical, continue to grow. We believe the long-term growth trend remains strong and that the drivers of future growth include:

We believe that all of the above factors offer us long-term growth opportunities to meet our customers’ expected capital project needs. In addition, we believe we can continue to grow our less cyclical smaller product lines and aftermarket businesses.

Our domestic sales, as a percentage of aggregate product sales, were ~~62%~~78% in the ~~third~~first quarter of fiscal ~~2014 and 57% in the first nine months of fiscal 2014.~~2015. This is compared with ~~44% and~~ 53%~~, respectively,~~ in the comparable periods of fiscal 2013. In fiscal 2012 and fiscal 2013, domestic sales were 54% and 53%, respectively. We expect the percentage of domestic business should continue to be higher when compared with the prior two fiscal yearssame quarter last year. This increase was due to ~~the~~ strong domestic orders ~~for~~received in fiscal 2014. 72% of orders came from the ~~remainder~~domestic market during fiscal 2014, higher than our historic levels of ~~fiscal 2014.~~between 50% and 60%.

For an understanding of the significant factors that influenced our performance, the following discussion should be read in conjunction with our ~~condensed consolidated financial statements~~Condensed Consolidated Financial Statements and the notes to our ~~condensed consolidated financial statements~~Condensed Consolidated Financial Statements included in Part I, Item 1, of this Quarterly Report on Form 10-Q.

The following table summarizes our results of operations for the periods indicated:


	Three Months Ended December 31,				Nine Months Ended December 31,				Three Months Ended June 30,

	2013		2012		2013		2012		2014		2013

Net sales		$23,385		$25,633		$76,131		$74,068		$28,502		$28,256
Net income		$1,431		$3,047		$7,828		$7,052		$2,392		$3,808
Diluted income per share		$0.14		$0.30		$0.78		$0.70		$0.24		$0.38
Total assets		$135,569		$123,338		$135,569		$123,338		$142,388		$130,267

The ~~Third~~First Quarter ~~and First Nine Months~~ of Fiscal ~~2014~~2015 Compared With the ~~Third~~First Quarter ~~and First Nine Months~~ of Fiscal ~~2013~~2014

Sales for the ~~third~~first quarter of fiscal 2015 were $28,502, slightly more than sales of $28,256 for the first quarter of fiscal 2014. The current quarter’s sales had greater volume from the domestic chemical and petrochemical markets, offset by lower sales to international refining markets. Power market sales also decreased. Domestic sales in the first quarter of fiscal 2015 compared with the same quarter of fiscal 2014 ~~were $23,385,~~increased $7,232, or 48%, while international sales year-over-year decreased $6,986, or 53%, primarily as a ~~9% decrease as compared with~~result of lower sales to Asia (China) and Central America. International sales accounted for 22% and 47% of ~~$25,633~~total sales for the ~~third~~first quarter of fiscal ~~2013. The lower sales were a result of the relatively low order levels seen in fiscal 2013. Domestic sales increased $3,140, or 28%, in the third quarter of~~2015 and fiscal 2014, ~~compared with the third~~respectively. Fluctuations in sales among products and geographic locations can vary measurably from quarter to quarter based on timing and magnitude of ~~fiscal 2013. International sales year-over-year decreased $5,388, or 38%, driven by lower sales in the Middle East and Asia, partly offset by higher sales in Canada.~~projects. Sales in the three months ended ~~December 31, 2013~~June 30, 2014 were ~~31%~~23% to the refining industry, ~~23%~~41% to the chemical and petrochemical industries, ~~23%~~17% to the power industry, including the nuclear market and ~~23%~~19% to other commercial and industrial applications. Sales in the three months ended ~~December 31, 2012~~June 30, 2013 were ~~43%~~45% to the refining industry, ~~25%~~16% to the chemical and petrochemical industries, ~~16%~~27% to the power industry, ~~including the nuclear market,~~ and ~~16%~~12% to other commercial and industrial applications. Fluctuations in sales among markets, products and geographic locations can vary measurably from quarter-to-quarter based on timing and magnitude of projects. See “Current Market Conditions,” above. For additional information on future sales and our markets, see “Orders and Backlog” below.

Sales for the first nine months of fiscal 2014 were $76,131, an increase of 3% compared with sales of $74,068 for the first nine months of fiscal 2013. The increase in current year sales was due to higher domestic and Canadian sales, partly offset by lower sales in the Middle East. Domestic sales increased $4,371, or 11%, in the nine months ended December 31, 2013 compared with the nine months ended December 31, 2012. International sales accounted for 43% and 47% of total sales for the first nine months of fiscal 2014 and fiscal 2013, respectively. International sales in the year-over-year nine month periods decreased $2,308, or 7%, driven by lower sales in the Middle East, partly offset by higher sales in Canada. Sales in the first nine months of fiscal 2014 were 40% to the refining industry, 18% to the chemical and petrochemical industries, 25% to the power industry, including the nuclear market, and 17% to other commercial and industrial applications. Sales in the first nine months of fiscal 2013 were 30% to the refining industry, 28% to the chemical and petrochemical industries, 21% to the power industry, including the nuclear market, and 21% to other commercial and industrial applications.

Our gross profit margin for the third quarter of fiscal 2014 was 26% compared with 28% for the third quarter of fiscal 2013. Gross profit for the third quarter of fiscal 2014 decreased to $6,090 from $7,128, or 15%, compared with the same period in fiscal 2013. Gross profit margin and dollars decreased primarily due to product mix in the current year’s third quarter.

Our gross profit margin for the first ~~nine months~~quarter of fiscal ~~2014~~2015 was ~~32%~~28% compared with ~~29%~~35% for the first ~~nine months~~quarter of fiscal ~~2013.~~2014. Gross profit dollars for the first ~~nine months~~quarter of fiscal ~~2014 increased 15% to $24,394,~~2015 decreased 21% compared with ~~the same period in~~ fiscal ~~2013, which had gross~~2014, to $7,932 from $10,015. Gross profit ~~of $21,277. The increase in gross profit was~~percentage and dollars decreased largely due to ~~a greater level of sales driven by both short cycle sales, which had stronger pricing levels,~~product and ~~the conversion of projects, primarily~~project mix during the first ~~two quarters~~quarter of fiscal ~~2014, which had more favorable pricing~~2015 when compared with the projects converted in the ~~same period~~first quarter of fiscal ~~2013.~~2014.

Selling, general and administrative (“SG&A”) ~~expense in the three and nine-month periods ended December 31, 2013 increased $914, or 29%, and $1,246, or 11%, respectively, compared with the same periods of the prior year. The increase in SG&A~~ expenses for the three and nine-month periods was primarily due to the reversal, in the third quarter of fiscal 2013, of the $975 reserve related to the expected value of the earn-out from the Energy Steel acquisition.

~~SG&A expense~~ as a percent of sales for the ~~three and nine-month~~three-month periods ended ~~December 31,~~June 30, 2014 and 2013 ~~was 18% and 17%, respectively. This compared with 12%~~were 15% and 16%, ~~respectively for the same periods of the prior year. As noted above, the $975 reserve reversal occurred~~respectively. SG&A expenses in the ~~third~~first quarter of fiscal ~~2013. Excluding~~2015 were $4,349, a decrease of $54, or 1%, compared with the ~~reserve reversal,~~first quarter of fiscal 2014 SG&A ~~expense as a percent~~ of ~~sales for the three and nine-month periods ending December 31, 2012 would have been 16% and 17%.~~$4,403.

Interest income ~~was $10 and $31~~ for the ~~three and nine-month~~three-month periods ended ~~December 31,~~June 30, 2014 and 2013 ~~compared with $13~~was $46 and ~~$38 for the same periods ended December 31, 2012. The low level~~$11, respectively. Low levels of interest income ~~relative to~~resulted from the ~~amount of cash invested reflects the persistent~~continuing low level of interest rates on short term U.S. government ~~securities.~~

securities and money market rates. Interest expense was ~~($11) and ($2)~~$3 for the ~~three and nine-month periods~~quarter ended ~~December 31, 2013, compared with $19 and $(271)~~June 30, 2014, down from $5 for the ~~same periods~~quarter ended December 31, 2012. It is our policy to recognize any interest related to uncertain tax positions in interest expense. In the third quarter of fiscal 2014 and the second quarter of the prior year, fiscal 2013, we reversed provisions that had been made in earlier periods for interest related to uncertain tax positions, due to lower than expected assessments by the IRS. See Note 12 to our Unaudited Condensed Consolidated Financial Statements included in Item 1 of this Quarterly Report on Form 10-Q.June 30, 2013.

~~Our~~The effective tax rate in the first quarter of fiscal ~~2014 is projected to be between 33% and~~2015 was 34%~~. The tax rate used to reflect income tax expense~~, which compares with 32% in the ~~current quarter was 29%, and~~same period last year, primarily due to the expiration of the federal R&D tax ~~rate~~credit.

Net income for the first ~~nine~~three months of fiscal 2015 compared with the first three months of fiscal 2014 was ~~32%. Included in the current quarter was a reversal of $134 liability for unrecognized tax benefits. Excluding this reversal, the effective tax rate in the three~~$2,392 and ~~nine-months ended December 31, 2013 were 35% and 33%,~~$3,808, respectively. The tax rate for the comparable three and six month periods of fiscal 2013 was 23% and 29%, respectively. The lower tax rate realized in the third quarter of fiscal 2013 was related to the reversal of the Energy Steel earn-out reserve discussed above, which was not tax affected. Excluding this reversal, the effective tax rate in each of the three and nine-month periods ended December 31, 2012 would have been 32%.

~~Net income for the three and nine months ended December 31, 2013 was $1,431 and $7,828, respectively, compared with $3,047 and $7,052, respectively, for the same periods in the prior fiscal year.~~ Income per diluted share ~~in fiscal 2014~~ was ~~$0.14~~$0.24 and ~~$0.78~~$0.38, for the three and nine-month periods, compared with $0.30 and $0.70 for the same three and nine-month periods of fiscal 2013. Excluding the earn-out reversal which occurred in the third quarter of fiscal 2013, net income and income per diluted share for the third quarter of fiscal 2013 were $2,072 and $0.21, respectively, and net income and income per diluted share for the first nine months of fiscal 2013 were $6,077 and $0.61, respectively.respective periods.

The following discussion should be read in conjunction with our Condensed Consolidated Statements of Cash ~~Flows included in Item 1 of this Quarterly Report on Form 10-Q:~~Flows:


	December 31,		March 31,		June 30, 2014		March 31, 2014
	2013		2013

Cash and cash equivalents and investments		$63,905	$	51,692
Cash and investments					$	61,410	$	61,146
Working capital		71,699		64,026		71,090		71,346
Working capital ratio⁽¹⁾		3.9		3.6		3.9		3.7

Net cash generated by operating activities for the first ~~nine months~~quarter of fiscal ~~2014~~2015 was ~~$14,571,~~$3,189, compared with ~~$14,948~~$2,000 of cash generated ~~by operating activities~~ for the first ~~nine months~~quarter of fiscal ~~2013.~~2014. The ~~change~~increase in cash generated was due to ~~increased working capital needs, specifically~~lower levels of inventory and decrease in accounts receivable ~~accounts payable and lower customer deposits,~~in the first quarter of fiscal 2015, partly offset by ~~improved net income, lower~~unfavorable changes in unbilled revenue and ~~inventory.~~accounts payable.

Dividend payments and capital expenditures in the first ~~nine months~~quarter of fiscal ~~2014~~2015 were ~~$905~~$405 and ~~$2,161,~~$2,569, respectively, compared with ~~$599~~$301 and ~~$971,~~$295, respectively, for the first ~~nine months~~quarter of fiscal ~~2013.~~2014. The higher dividend payment was due to the 33% increase in dividends per share announced in January 2014. The increase in capital spending was driven by the ongoing Batavia, NY capacity expansion.

Capital expenditures for fiscal ~~2014~~2015 are expected to be between ~~$6,000~~approximately $5,500 and ~~$7,000 as we expand our~~$6,000. Approximately 60% of this spending is expected to support the completion of the Batavia, ~~New York facility to address expected growth~~NY capacity expansion initiated in ~~demand. In excess of~~fiscal 2014. Approximately 90% of our fiscal ~~2014~~2015 capital expenditures, including the capacity expansion, are expected to be for ~~facilities,~~buildings, machinery and equipment, with the remaining amounts expected to be used for information technology and other items.

Cash and ~~cash equivalents and~~ investments were ~~$63,905~~$61,410 on ~~December 31, 2013~~June 30, 2014 compared with ~~$51,692~~$61,146 on March 31, ~~2013,~~2014, up ~~$12,213, or 24%.~~$264.

We invest net cash generated from operations in excess of cash held for near-term needs in ~~either a~~short-term, less than 365 days, certificates of deposit, money market ~~account~~accounts or in U.S. government instruments, generally with maturity periods of up to 180 days. Our money market account is used to securitize our outstanding letters of credit, ~~and allows us to pay a lower~~which reduces our cost on those letters of credit. Approximately 95% of our cash and investments is held in the U.S. The remaining 5% is invested in our China operations.

Our revolving credit facility with Bank of America, N.A. provides us with a line of credit of $25,000, including letters of credit and bank guarantees. In addition, the Bank of America agreement allows us to increase the line of credit, at our discretion, up to another $25,000, for total availability of $50,000. Borrowings under our credit facility are secured by all of our assets. We also have a $5,000 unsecured line of credit with HSBC, N.A. Letters of credit outstanding under our credit ~~facility~~facilities on ~~December 31, 2013~~June 30, 2014 and March 31, ~~2013~~2014 were ~~$12,543~~$18,999 and ~~$12,354,~~$15,473, respectively. There were no other amounts outstanding on either of our credit ~~facility~~facilities at ~~December 31, 2013~~June 30, 2014 and March 31, ~~2013.~~2014. Our borrowing rate for our Bank of America facility as of ~~December 31 and March 31, 2013~~June 30, 2014 was ~~Bank of America’s~~the bank’s prime rate, or 3.25%. Availability under the ~~line~~Bank of America and HSBC lines of credit ~~was $12,457~~were $11,001 and $9,527, at ~~December~~June 30, 2014 and March 31, ~~2013.~~2014, respectively. We believe that cash generated from operations, combined with our investments and available financing capacity under our credit facility, ~~are~~will be adequate to meet our ~~expected~~ cash ~~needs.~~needs for the immediate future and to support our growth strategies.

Orders for the ~~three month~~three-month period ended ~~December 31, 2013~~June 30, 2014 were ~~$23,450,~~$31,108 compared with ~~$24,579~~$32,783 for the same period last year, a decrease of 5%. For the three months ended December 31, 2013, orders increased in the chemical and petrochemical and power markets, which were up $8,451 and $1,847, respectively. These increases were offset by lower refining and other orders, which were down $10,421 and $1,006, respectively. Orders represent written communications received from customers requesting us to supply products ~~and~~and/or services.

During the first nine months of fiscal 2014, orders were $104,658, compared with $69,919 for the same period of fiscal 2013, an increase of 50%. For the first nine months of fiscal 2014, orders increased in chemical and petrochemical, up $32,005, driven by the strong domestic petrochemical market and other, which was up, $10,896. These were partially offset by lower refining and power orders, which were down $5,961 and $2,201, respectively.

Domestic orders were ~~85%,~~53% of total orders, or ~~$19,840, while~~$16,381, and international orders were ~~15%, or $3,610,~~47% of total orders, or $14,727, in the current quarter compared with the ~~same period in the prior~~first quarter of fiscal ~~year,~~2014, when domestic orders were ~~50%~~87%, or ~~$12,249,~~$28,635, of total orders, and international orders were ~~50%~~13%, or $4,148, of total ~~orders, or $12,330.~~

For the first nine month of fiscal 2014, domestic orders were 75% of total orders or $78,107, while international orders were 25%, or $26,551. During the first nine months of fiscal 2013, domestic orders were 53% of total orders, or $37,285,orders. See “Current Market Conditions and ~~international orders were 47%, or $32,634. The strength in the domestic market has been driven by the petrochemical markets as well as~~Growth Opportunities” for additional ~~U.S. Navy orders.~~information.

Backlog was $114,797 at ~~a record level of $114,594 at December 31, 2013,~~June 30, 2014, compared with ~~$85,768~~$112,108 at March 31, ~~2013, an increase of 34%.~~2014, a 2% increase. Backlog is defined as the total dollar value of orders received for which revenue has not yet been recognized. ~~All orders in backlog represent orders from our traditional markets in established product lines.~~ Approximately 70% to 75% of orders currently in backlog are expected to be converted to sales within the next twelve ~~months, approximately 15% to 20% will convert in the subsequent twelve months and approximately 10% will convert beyond 24~~ months. The current backlog contains U.S. Navy projects as well as certain petrochemical and new U.S. nuclear plants orders with longer than usual lead times. These projects have multi-year conversion cycles and usually have significant stops and starts during the manufacturing process.

At ~~December 31, 2013, 25%~~June 30, 2014, 32% of our backlog was attributable to equipment for refinery project work, ~~32%~~27% for chemical and petrochemical projects, ~~15%~~13% for power projects, including nuclear, 23% for U.S. Navy projects and ~~28%~~5% for other industrial or commercial ~~applications (including the U.S. Navy).~~applications. At ~~December 31, 2012, 37%~~June 30, 2013, 28% of our backlog was ~~attributable~~attributed to equipment for refinery project work, ~~10%~~24% for chemical and petrochemical projects, ~~27%~~19% for power projects, 25% for U.S. Navy projects and ~~26%~~4% for other industrial or commercial ~~applications (including the U.S. Navy).~~applications. At June 30, 2014, we had no projects on hold.

We believe that a recovery in the refinery and petrochemical markets we serve ~~continue to be~~is occurring. The U.S. petrochemical market was very strong in ~~the early stages of a strengthening growth cycle. We also believe that~~fiscal 2014 and we are beginning to ~~experience~~see signs of improvement in the ~~re-emergence of the North American petrochemical market.~~international markets. Our pipeline has continued to ~~expand throughout~~stay at an elevated level over the ~~last twelve months and appears~~past year, even as our order levels have increased compared to ~~have stabilized at a historically high level, approximately~~the prior fiscal year. We believe that stronger market conditions combined with our efforts to increase our addressable market opportunities, has given us the ability to double the size ~~that it was at~~of our business over the ~~start~~course of the ~~last cycle.~~current market expansion. We have and continue to invest to gain capacity to serve our commercial customers as well as to expand the work we do for the U.S. Navy. We intend to continue to look for organic growth opportunities as well as acquisitions or other business combinations that we believe will allow us to expand our presence in our existing and ancillary markets. We remain focused on reducing earnings volatility, growing our business and diversifying our business and product lines.

In the first quarter of fiscal 2015, we saw continued strengthening in the global energy markets. We believe that ~~the~~given our strong project pipeline, we are likely to see strong quarterly order levels, inalthough the ~~first nine months~~timing of fiscal 2014 of $104,658 reflect the improved pipeline. The first three quarters of fiscal 2014 exhibited very strong order activity, including a wave of domestic petrochemical orders. This level of orders for three quartersthat improvement is ~~nearly as high as our record full-year order level of $108,317.~~still uncertain.

We expect revenue to be ~~between $100,000 and $110,000~~approximately $120,000 to $130,000 in fiscal 2015, a 17% to 27% increase as compared with fiscal 2014. Our expected ~~revenue~~growth range for fiscal ~~2014~~2015 assumes conversion of existing backlog as well as continued market improvement and ~~continued aftermarket investment~~order placement by our customers along with comparable short cycle sales in the fourth quarter of fiscal 2014 as we experienced in the first nine months of fiscal 2014. Although we achieved a strong order level in the first nine months of fiscal 2014, some of the orders won in the period will have a longer than normal conversion period.customers. The continued conversion to revenue of the U.S. Navy CVN-79 project and two large domestic nuclear power generation projects ~~currently in production are~~is expected to contribute significantly to sales in fiscal ~~2014.~~2015. Any unexpected delay in any of these projects could adversely impact our fiscal 2015 revenue and earnings.

We have a number of large projects which are converting over a multi-year time period. The U.S. Navy projects and large projects for the new nuclear reactors being built in the southeast U.S. will partially convert in fiscal 2015 and continue beyond fiscal 2015. We expect to convert approximately 70% to 75% of our total backlog to sales over the next 12 months.

We expect gross profit margin in fiscal ~~2014~~2015 to be in the ~~31%~~30% to ~~33%~~32% range. ~~The full year~~While we continue to see stronger activity in our key end markets, particularly the petrochemical and refining markets, our pricing power remains consistent with historic early-cycle comparables. We also believe that our margins are constrained by the current mix of products sold to the chemical and petrochemical markets.

We continue to believe that as the recovery in our markets continues, gross profit margin ~~range is~~improvement will coincide with anticipated volume increases. As we look forward, due to anticipated changes in ~~line with~~geographic and end use market mix, we expect gross margins are unlikely to reach the ~~margins~~40% range achieved in the ~~first three quarters~~prior up cycle. We believe that at the peak of ~~fiscal 2014,~~the current cycle a gross profit margin percentage in the mid-to-upper 30% range is a more realistic expectation. We also expect that the current recovery, while including more domestic chemical and petrochemical opportunities, will be more focused on emerging markets, which ~~was 32%.~~historically have provided a more competitive pricing environment and, correspondingly, lower margins.

SG&A spending during fiscal ~~2014~~2015 is expected to be between ~~16%~~15% and ~~17%~~16% of sales. ~~We continue to invest in personnel as we prepare for increased opportunities beyond fiscal 2014.~~ Our effective tax rate during fiscal ~~2014~~2015 is expected to be between 33% and 34%.

~~Operating cash~~Cash flow in ~~the first nine months of~~ fiscal ~~2014 has been very strong. We expect the fourth quarter cash flow~~2015 is expected to be ~~negative and to reduce~~positive, driven primarily by net income, partly offset by capital spending, including the completion of our ~~cash and investments level, due to the capital~~Batavia, NY capacity expansion, ~~we announced in late 2013.~~as well as a minimal need for additional working capital.

We have been named as a defendant in certain lawsuits alleging personal injury from exposure to asbestos allegedly contained in our products. We are a co-defendant with numerous other defendants in these lawsuits and intend to vigorously defend ourselves against these claims. The claims are similar to previous asbestos lawsuits that named us as a defendant. Such previous lawsuits either were dismissed when it was shown that we had not supplied products to the plaintiffs’ places of work or were settled by us for immaterial amounts.

As of ~~December 31, 2013,~~June 30, 2014, we were subject to the claims noted above, as well as other legal proceedings and potential claims that have arisen in the ordinary course of business.

Although the outcome of the lawsuits to which we are a party cannot be determined and an estimate of the reasonably possible loss or range of loss cannot be made, we do not believe that the outcomes, either individually or in the aggregate, will have a material effect on our results of operations, financial position or cash flows.

Our unaudited condensed consolidated financial statements are based on the selection of accounting policies and the application of significant accounting estimates, some of which require management to make significant assumptions. We believe that the most critical accounting estimates used in the preparation of our condensed consolidated financial statements relate to labor hour estimates used to recognize revenue under the percentage-of-completion method, accounting for business combinations, goodwill and intangible asset impairment, accounting for income taxes, accounting for contingencies, under which we accrue a loss when it is probable that a liability has been incurred and the amount can be reasonably estimated, and accounting for pensions and other postretirement benefits. For further information, refer to Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Item 8 “Financial Statements and Supplementary Data” included in our Annual Report on Form 10-K for the year ended March 31, ~~2013.~~2014.

We did not have any off balance sheet arrangements as of ~~December 31, 2013~~June 30, 2014 or March 31, ~~2013,~~2014, other than operating leases and letters of credit.

The principal market risks (i.e., the risk of loss arising from changes in the market) to which we are exposed are foreign currency exchange rates, price risk and project cancellation risk.

The assumptions applied in preparing the following qualitative and quantitative disclosures regarding foreign currency exchange rate, price risk and project cancellation risk are based upon volatility ranges experienced by us in relevant historical periods, our current knowledge of the marketplace, and our judgment of the probability of future volatility based upon the historical trends and economic conditions of the markets in which we operate.

International consolidated sales for the first ~~nine~~three months of fiscal ~~2014~~2015 were ~~43%~~22% of total sales compared with 47% for the same period of fiscal ~~2013.~~2014. Operating in markets throughout the world exposes us to movements in currency exchange rates. Currency movements can affect sales in several ways, the foremost being our ability to compete for orders against foreign competitors that base their prices on relatively weaker currencies. Business lost due to competition for orders against competitors using a relatively weaker currency cannot be quantified. In addition, cash can be adversely impacted by the conversion of sales made by us in a foreign currency to U.S. dollars. In the first ~~nine~~three months of each of fiscal ~~2014~~2015 and fiscal ~~2013,~~2014, all sales by us and our wholly-owned subsidiaries, for which we were paid, were denominated in the local currency of the respective subsidiary (U.S. dollars or Chinese RMB).

We have limited exposure to foreign currency purchases. In each of the first ~~nine~~three months of fiscal ~~2014~~2015 and ~~2013,~~2014, our purchases in foreign currencies represented 1% of the cost of products sold. At certain times, we may enter into forward foreign currency exchange agreements to hedge our exposure against potential unfavorable changes in foreign currency values on significant sales contracts negotiated in foreign currencies. Forward foreign currency exchange contracts were not used in the periods being reported on in this Quarterly Report on Form 10-Q and as of ~~December 31, 2013~~June 30, 2014 and March 31, ~~2013,~~2014, we held no forward foreign currency contracts.

Operating in a global marketplace requires us to compete with other global manufacturers which, in some instances, benefit from lower production costs and more favorable economic conditions. Although we believe that our customers differentiate our products on the basis of our manufacturing quality and engineering experience and excellence, among other things, such lower production costs and more favorable economic conditions mean that certain of our competitors are able to offer products similar to ours at lower prices. Moreover, the cost of metals and other materials used in our products have experienced significant volatility. Such factors, in addition to the global effects of the recent volatility ~~which has~~and disruption of the capital and credit markets, have resulted in pricing pressure on our products.

Open orders are reviewed continuously through communications with customers. If it becomes evident to us that a project is delayed well beyond its original shipment date, management will move the project into “placed on hold” (i.e., suspended) category. Furthermore, if a project is cancelled by our customer, it is removed from our backlog. We attempt to mitigate the risk of cancellation by structuring contracts with our customers to maximize the likelihood that progress payments made to us for individual projects cover the costs we have incurred. As a result, we do not believe we have a significant cash exposure to projects which may be cancelled. At ~~December 31, 2013,~~June 30, 2014, we had no projects on hold.

Our President and Chief Executive Officer (principal executive officer) and Vice President-Finance & Administration and Chief Financial Officer (principal financial officer) each have evaluated the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, and as of such date, our President and Chief Executive Officer and Vice President-Finance & Administration and Chief Financial Officer concluded that our disclosure controls and procedures were effective in all material respects.

There has been no change to our internal control over financial reporting during the quarter covered by this Quarterly Report on Form 10-Q that has materially affected, or that is reasonably likely to materially affect, our internal control over financial reporting.

The below disclosure is being made pursuant to the instruction contained in Item 5 of Form 10-Q. The item number below refers to the applicable Current Report on Form 8-K Item number.

At our Annual Meeting of Stockholders held on July 31, 2014, our stockholders voted on the matters described below.

Our stockholders ratified the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2015. The number of shares that voted for, against and abstained from voting for the ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2015 is summarized in the table below.

* Broker non-votes represent shares held by broker nominees for beneficial owners that were not voted with respect to a non-routine proposal because the broker nominee did not receive voting instructions from the beneficial owner and lacked discretionary authority to vote the shares. If a broker does not receive voting instructions from the beneficial owner, a broker may vote on routine matters but may not vote on non-routine matters. Broker non-votes are counted for the purpose of determining the presence of a quorum but are not counted for the purpose of determining the number of shares entitled to vote on non-routine matters such as the election of directors and the advisory vote on our named executive officer compensation.

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.


Delaware		16-1194720
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

20 Florence Avenue, Batavia, New York		14020
(Address of principal executive offices)		(Zip Code)


		Page
Part I. I.	FINANCIAL INFORMATION

Item 1.	Unaudited Condensed Consolidated Financial Statements	4

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	26

Item 4.	Controls and Procedures	28

~~Item 4.~~ Part II.	~~Controls and Procedures~~OTHER INFORMATION

Item 5.	Other Information	29

Item 6.	Exhibits	30

~~Part II.~~ Signatures	~~OTHER INFORMATION~~

~~Item 6.~~	~~Exhibits~~	31

~~Signatures~~Index to Exhibits			32

~~Index to Exhibits~~		33


	Three Months Ended December 31,					Nine Months Ended December 31,
		2013		2012			2013		2012

Service cost			$144		$136			$ 432		$ 408
Interest cost			340		357			1,019		1,070
Expected return on assets			(682)		(684)			(2,046)		(2,053)
Amortization of:
Unrecognized prior service cost			1		1			3		3
Actuarial loss			250		252			751		758
Net pension cost			$ 53		$ 62			$ 159		$ 186


	Three Months Ended June 30,
	2014			2013
Service cost	$	136		$	144
Interest cost		359			340
Expected return on assets		(758	)		(682	)
Amortization of:
Unrecognized prior service cost		1			1
Actuarial loss		145			250

Net pension (benefit) cost	$	(117	)	$	53


Item 1.		Unaudited Condensed Consolidated Financial Statements


Director Nominee	Votes For	Votes Withheld	Broker Non- Votes*	Term Expiring

James J. Barber	7,184,612	75,721	1,807,676	2017

Gerard T. Mazurkiewicz	7,178,679	81,654	1,807,676	2017

Jonathan W. Painter	7,168,593	91,740	1,807,676	2016

Lisa M. Schnorr	7,166,751	93,582	1,807,676	2015


Votes For	Votes Against	Abstentions	Broker Non-Votes*
7,047,144	151,416	61,773	1,807,676


		GRAHAM CORPORATION

~~By:~~		~~/s/ JEFFREY~~ G~~LAJCH~~
		~~Jeffrey Glajch~~
		~~Vice President-Finance & Administration and~~
		~~Chief Financial Officer~~


~~(31)~~	~~Rule 13a-14(a)~~ By:	/~~15d-14(a) Certifications~~s/ JEFFREY GLAJCH
		Jeffrey Glajch
		Vice President-Finance & Administration,
		Chief Financial Officer and Corporate Secretary


(10)	Material Contracts

+ #	~~31.1~~ 10.1	~~Certification of Principal Executive Officer~~ Compensation information, including information regarding stock option and restricted stock grants made to the Company’s named executive officers under the Amended and Restated Graham Corporation Incentive Plan to Increase Shareholder Value and named executive officer cash bonus information, previously filed on the Company’s Current Report on Form 8-K dated May 29, 2014, is incorporated herein by reference.

(31)	Rule 13a-14(a)/15d-14(a) Certifications

+	~~31.2~~ 31.1	Certification of Principal ~~Financial~~Executive Officer

~~(32)~~	~~Section 1350 Certification~~

+	~~32.1~~ 31.2	~~Section 1350 Certifications~~ Certification of Principal Financial Officer

~~(101)~~ (32)	~~Interactive Date File~~ Section 1350 Certification

+	~~101.INS~~ 32.1	~~XBRL Instance Document~~ Section 1350 Certifications

(101)	Interactive Date File

+	~~101.SCH~~ 101.INS	XBRL ~~Taxonomy Extension Schema~~Instance Document

+	~~101.CAL~~ 101.SCH	XBRL Taxonomy Extension ~~Calculation Linkbase~~Schema Document

+	~~101.DEF~~ 101.CAL	XBRL Taxonomy Extension ~~Definition~~Calculation Linkbase Document

+	~~101.LAB~~ 101.DEF	XBRL Taxonomy Extension ~~Label~~Definition Linkbase Document

+	~~101.PRE~~ 101.LAB	XBRL Taxonomy Extension Label Linkbase Document

+	101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

+	+ Exhibit filed with this report.

	# Management contract or compensation plan.

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Accelerated filer

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