8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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

Date of report (Date of earliest event reported) April 28, 2010

RailAmerica, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of Incorporation)

001-32579	65-0328006
(Commission File Number)	(IRS Employer Identification No.)

7411 Fullerton Street, Suite 300, Jacksonville, Florida 32256
(Address of Principal Executive Offices) (Zip Code)

(800) 342-1131
(Registrant’s Telephone Number, Including Area Code)

N/A
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

     On April 28, 2010, RailAmerica, Inc. (the “Company”) issued a press release announcing the Company’s results of operations for the first quarter of 2010. The Company will hold a conference call on April 29, 2010, at 8:30am EDT and post a presentation that will be used during the conference call on the Company’s website at www.railamerica.com. Copies of the press release and presentation are furnished herewith as Exhibits 99.1 and 99.2.

     The information in this Form 8-K, including the exhibits attached hereto, is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any Company filing under the Securities Act of 1933, as amended, unless expressly set forth by specific reference in such filing that such information is incorporated by reference therein.

Item 9.01. Financial Statements, Pro Forma Financial Information and Exhibits

     (d) The following exhibits are being furnished herewith:

Exhibit No.		Description
	99.1	Press Release, dated April 28, 2010, issued by the Company announcing its first quarter 2010 operating results.
	99.2	Presentation to be given on April 29, 2010, as part of the first quarter 2010 earnings conference call.

2

SIGNATURES

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

	RAILAMERICA, INC.
Date: April 29, 2010	By:	/s/ B. Clyde Preslar
		Name:	B. Clyde Preslar
		Title:	Senior Vice President and Chief Financial Officer (Principal Financial Officer)

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Exhibit Index

Exhibit No.		Description
	99.1	Press Release, dated April 28, 2010, issued by the Company announcing its first quarter 2010 operating results.
	99.2	Presentation to be given on April 29, 2010, as part of the first quarter 2010 earnings conference call.

4

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

RailAmerica, Inc. Reports First Quarter 2010 Results

First Quarter Highlights

• Revenue increased 14% versus first quarter 2009.

• Carloads up 5% versus first quarter 2009.

• Operating income of $18.7 million.

• Loss from continuing operations of $0.05 per share including $0.07 per share non-cash charge for swap amortization.

JACKSONVILLE, FL, April 28, 2010 — RailAmerica, Inc. (NYSE: RA) today reported financial results for the quarter ended March 31, 2010. First quarter 2010 revenue increased 14% to $112.7 million from $99.2 million in the first quarter of 2009. Freight revenue increased 14% to $93.1 million while carloads increased 5%. Non-freight revenue increased 14% to $19.6 million.

John Giles, RailAmerica’s President and Chief Executive Officer, said “We are off to a solid start in 2010 and are encouraged by a clearly improving economy. The pickup in business activity appears sustainable, and we are optimistic this year will mark our return to positive full year carload growth for the first time since 2006. In the operating expense area, we continued to reduce our overall cost structure though higher fuel prices hurt our earnings in the first quarter. Operating income was up 15% versus a year ago excluding the impact of the 45G tax credit monetization that we recognized in the first quarter of 2009. Our cash flow performance was also strong in the first quarter as we continue our focus on effective management of capital expenditures and working capital. In the corporate development area, we are moving forward in a disciplined manner to create value for our shareholders by pursuing acquisition opportunities.”

After recognizing non-cash charges totaling $3.6 million after tax for interest rate swap termination costs, RailAmerica reported a first quarter 2010 loss from continuing operations of $2.8 million, or $0.05 per diluted share. This compares to a loss from continuing operations of $0.1 million, or $0.00 per diluted share, for first quarter 2009. Net loss, which includes discontinued operations, was $0.05 per diluted share in the first quarter of 2010 compared to net income of $0.02 per diluted share for the first quarter of 2009.

First quarter 2010 operating income declined 8% to $18.7 million from $20.4 million in the first quarter of 2009. Higher fuel prices and lower fuel surcharge had a combined $4.5 million unfavorable impact on operating income. Higher fuel prices accounted for a $3.0 million increase in fuel expense and fuel surcharge revenue was $1.5 million lower primarily due to the lag inherent in our fuel surcharge programs. Incentive compensation and health insurance costs also increased for the quarter. Another factor in the expense increase was the absence of any operating expense benefit in the first quarter of 2010 from monetizing 45G tax credits; first quarter 2009 operating expenses were favorably impacted by a $4.1 million 45G benefit as shown in the table below.

	For the Three Months Ended
($ in thousands)	March 31,
	2010			2009
Operating revenue	$	112,744		$	99,237
Operating expense		(94,001	)		(78,854	)
Operating income, reported		18,743			20,383
Less: Benefit from 45G tax credit monetization		—			(4,124	)
Operating income before 45G benefit (1)	$	18,743		$	16,259

¹ See schedule at the end of press release for a reconciliation of non-GAAP financial measures.

As previously announced, RailAmerica, Inc. will present its first quarter earnings on Thursday, April 29, 2010 at 8:30 a.m. Eastern Time via live teleconference and webcast. Those interested in participating via teleconference may dial (877) 756-2088. Callers outside the U.S. may dial (574) 941-1456. The conference ID number is 64379335. Participants should dial in no later than 10 minutes prior to the call. Presentation materials and access to the live webcast will be available in the Investors section of RailAmerica’s website (www.railamerica.com). Following the earnings call, a webcast replay will be archived on the Company’s website. A telephone replay will be available through May 13, 2010 beginning approximately two hours after the call. The recording can be accessed by dialing (800) 642-1687 or (706) 645-9291. The conference ID number is 64379335.

RailAmerica, Inc. owns and operates short line and regional freight railroads in North America, operating a portfolio of 40 individual railroads with approximately 7,400 miles of track in 27 U.S. states and three Canadian provinces.

     Cautionary Note Regarding Forward-Looking Statements
Certain items in this press release and other information we provide from time to time may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including, but not necessarily limited to, statements relating to future events and financial performance. Words such as “anticipates,” “expects,” “intends,” “plans,” “projects,” “believes,” “appears,” “may,” “will,” “would,” “could,” “should,” “seeks,” “estimates” and variations on these words and similar expressions are intended to identify such forward-looking statements. These statements are based on management’s current expectations and beliefs and are subject to a number of factors that could lead to actual results materially different from those described in the forward-looking statements. RailAmerica, Inc. can give no assurance that its expectations will be attained. Accordingly, you should not place undue reliance on any forward-looking statements contained in this press release. Factors that could have a material adverse effect on our operations and future prospects or that could cause actual results to differ materially from RailAmerica, Inc.’s expectations include, but are not limited to, prolonged capital markets disruption and volatility, general economic conditions and business conditions, our relationships with Class I railroads and other connecting carriers, our ability to obtain railcars and locomotives from other providers on which we are currently dependent, legislative and regulatory developments including rulings by the Surface Transportation Board or the Railroad Retirement Board, strikes or work stoppages by our employees, our transportation of hazardous materials by rail, rising fuel costs, acquisition risks, competitive pressures within the industry, risks related to the geographic markets in which we operate; and other risks detailed in RailAmerica, Inc.’s filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K filed with the Commission on March 26, 2010. In addition, new risks and uncertainties emerge from time to time, and it is not possible for RailAmerica, Inc. to predict or assess the impact of every factor that may cause its actual results to differ from those contained in any forward-looking statements. Such forward-looking statements speak only as of the date of this press release. RailAmerica, Inc. expressly disclaims any obligation to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in its expectations with regard thereto or change in events, conditions or circumstances on which any statement is based.

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INVESTOR CONTACT
Ira Berger
Office: 904.538.6332

MEDIA CONTACT
Donia Crime
Office: 904.645.6200
Cell: 404.271.1437

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RAILAMERICA, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

	For the Three Months Ended
	March 31,
	2010			2009
	(In thousands, except per share data)
Operating revenue	$	112,744		$	99,237
Operating expenses:
Transportation		52,410			45,262
Selling, general and administrative		30,708			23,832
Net gain on sale of assets		(32	)		(454	)
Depreciation and amortization		10,915			10,214
Total operating expenses		94,001			78,854
Operating income		18,743			20,383
Interest expense (including amortization costs of $7,304 and $5,112, respectively)		(22,704	)		(18,590	)
Other income (loss)		459			(1,164	)
Income (loss) from continuing operations before income taxes		(3,502	)		629
Provision for (benefit from) income taxes		(672	)		766
Loss from continuing operations		(2,830	)		(137	)
Discontinued operations:
Gain on disposal of discontinued business (net of income taxes of $1 and $90, respectively)		1			184
Income from operations of discontinued business (net of income taxes of $141 and $466, respectively)		315			946
Net income (loss)	$	(2,514	)	$	993
Basic earnings (loss) per common share:
Continuing operations	$	(0.05	)	$	0.00
Discontinued operations		0.00			0.02
Net income (loss)	$	(0.05	)	$	0.02
Diluted earnings (loss) per common share:
Continuing operations	$	(0.05	)	$	0.00
Discontinued operations		0.00			0.02
Net income (loss)	$	(0.05	)	$	0.02
Weighted Average common shares outstanding:
Basic		54,568			43,604
Diluted		54,568			43,604

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RAILAMERICA, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(Unaudited)

	March 31,			December 31,
	2010			2009
	(In thousands, except share data)
ASSETS
Current assets:
Cash and cash equivalents	$	204,148		$	190,218
Accounts and notes receivable, net of allowance of $5,106 and $4,557, respectively		76,861			66,619
Current deferred tax assets		12,697			12,697
Other current assets		15,165			21,958
Total current assets		308,871			291,492
Property, plant and equipment, net		955,653			952,527
Intangible assets		136,116			136,654
Goodwill		201,030			200,769
Other assets		16,668			17,187
Total assets	$	1,618,338		$	1,598,629
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current maturities of long-term debt	$	675		$	669
Accounts payable		63,851			53,948
Accrued expenses		38,616			34,675
Total current liabilities		103,142			89,292
Long-term debt, less current maturities		2,715			3,013
Senior secured notes		640,696			640,096
Deferred income taxes		185,658			185,002
Other liabilities		22,149			21,895
Total liabilities		954,360			939,298
Commitments and contingencies
Stockholders’ equity:
Common stock, $0.01 par value, 400,000,000 shares authorized; 54,884,640 shares issued and outstanding at March 31, 2010; and 54,364,306 shares issued and outstanding at December 31, 2009		549			544
Additional paid in capital and other		631,114			630,653
Retained earnings		43,872			46,386
Accumulated other comprehensive loss		(11,557	)		(18,252	)
Total stockholders’ equity		663,978			659,331
Total liabilities and stockholders’ equity	$	1,618,338		$	1,598,629

4

RAILAMERICA, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

	For the Three Months Ended
	March 31,
	2010			2009
	(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	(2,514	)	$	993
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization, including amortization of debt issuance costs classified in interest expense		12,151			15,432
Amortization of swap termination costs		6,073			—
Net gain on sale or disposal of properties		(34	)		(728	)
Foreign exchange loss on debt		—			1,164
Equity compensation costs		1,525			790
Deferred income taxes and other		(1,952	)		1,322
Changes in operating assets and liabilities, net of acquisitions and dispositions:
Accounts receivable		(9,980	)		(10,880	)
Other current assets		6,618			588
Accounts payable		9,220			(994	)
Accrued expenses		4,169			(14,322	)
Other assets and liabilities		164			300
Net cash provided by (used in) operating activities		25,440			(6,335	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, plant and equipment		(11,679	)		(11,651	)
Proceeds from sale of assets		343			17,335
Deferred acquisition/disposition costs and other		—			(355	)
Net cash provided by (used in) investing activities		(11,336	)		5,329
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on long-term debt		(292	)		(434	)
Costs associated with sale of common stock		(106	)		—
Deferred financing costs paid		(95	)		—
Net cash used in financing activities		(493	)		(434	)
Effect of exchange rates on cash		319			(179	)
Net increase (decrease) in cash		13,930			(1,619	)
Cash, beginning of period		190,218			26,951
Cash, end of period	$	204,148		$	25,332

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RAILAMERICA, INC. AND SUBSIDIARIES

SELECTED FINANCIAL INFORMATION
(amounts in thousands)
(unaudited)

	Three Months Ended March 31,
	2010					2009
Operating revenue	$	112,744		100.0	%	$	99,237		100.0	%
Operating expenses:
Labor and benefits		36,965		32.8	%		31,414		31.7	%
Equipment rents		8,432		7.5	%		9,034		9.1	%
Purchased services		8,497		7.5	%		7,865		7.9	%
Diesel fuel		10,785		9.6	%		7,689		7.7	%
Casualties and insurance		3,549		3.1	%		4,644		4.7	%
Materials		3,851		3.4	%		2,611		2.6	%
Joint facilities		2,146		1.9	%		1,410		1.4	%
Other expenses		8,893		7.9	%		8,551		8.6	%
Track maintenance credit (45G)		—		0.0	%		(4,124	)	(4.1	)%
Net gain on sale of assets		(32	)	0.0	%		(454	)	(0.4	)%
Depreciation and amortization.		10,915		9.7	%		10,214		10.3	%
Total operating expenses		94,001		83.4	%		78,854		79.5	%
Operating income	$	18,743		16.6	%	$	20,383		20.5	%

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RAILAMERICA, INC. AND SUBSIDIARIES

Railroad Freight Revenue, Carloads and Average Freight Revenue
Per Carload
Comparison by Commodity Group
(unaudited)

	Three Months Ended						Three Months Ended
	March 31, 2010						March 31, 2009
					Average Freight						Average Freight
	Freight				Revenue per		Freight				Revenue per
	Revenue		Carloads		Carload		Revenue		Carloads		Carload
	(Dollars in thousands, except carloads and average freight revenue per carload)
Agricultural Products	$	15,486		33,942	$	456	$	12,218		28,566	$	428
Chemicals		13,634		22,914		595		11,439		19,874		576
Metallic Ores and Metals		9,621		17,056		564		5,741		10,159		565
Coal		9,585		42,775		224		9,061		44,510		204
Pulp, Paper and Allied Products		7,958		13,995		569		7,580		14,465		524
Non-Metallic Minerals and Products		7,885		17,752		444		8,100		19,559		414
Food or Kindred Products		6,852		14,018		489		6,731		13,111		513
Forest Products		6,548		11,423		573		6,907		11,661		592
Petroleum		5,645		11,823		477		5,359		12,314		435
Waste and Scrap Materials		5,298		13,105		404		4,721		13,181		358
Other		2,788		7,104		392		2,913		8,567		340
Motor Vehicles		1,806		3,241		557		1,196		3,261		367
Total	$	93,106		209,148	$	445	$	81,966		199,228	$	411

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RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO GAAP MEASURES

     Operating Income Before 45G Benefit and Operating Ratio Before 45G Benefit are supplemental measures of profitability that are not calculated or presented in accordance with U.S. generally accepted accounting principles (“GAAP”). We use non-GAAP financial measures as a supplement to our GAAP results in order to provide a more complete understanding of the factors and trends affecting our business. However, Operating Income Before 45G Benefit and Operating Ratio Before 45G Benefit have limitations as an analytical tool. They are not measurements of our profitability under GAAP and should not be considered as an alternative to Operating Income or Operating Ratio as a measure of profitability.

     Operating Income Before 45G Benefit and Operating Ratio Before 45G Benefit assists us in measuring our performance and profitability of our operations without the impact of monetizing the 45G Tax Benefit. The following table sets forth the reconciliation of Operating Income Before 45G Benefit from our Operating Income and Operating Ratio Before 45G Benefit from our Operating Ratio.

	Quarter Ended March 31,
($ in thousands)	2010					2009
Operating revenue	$	112,744				$	99,237
Operating expense		(94,001	)				(78,854	)
Operating income, reported	$	18,743				$	20,383
Operating ratio, reported				83.4	%				79.5	%
Less: Benefit from 45G tax credit monetization		—		0.0	%		(4,124	)	(4.1	%)
Operating income, before 45G benefit	$	18,743				$	16,259
Operating ratio, before 45G benefit				83.4	%				83.6	%

8

EX-99.2

Exhibit 99.2

RailAmerica, Inc. First Quarter 2010 Earnings Conference Call April 29, 2010

2 Certain items in this presentation and other information we provide from time to time may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including, but not necessarily limited to, statements relating to future events and financial performance. Words such as "anticipates," "expects," "intends," "plans," "projects," "believes," "appears," "may," "will," "would," "could," "should," "seeks," "estimates" and variations on these words and similar expressions are intended to identify such forward-looking statements. These statements are based on management's current expectations and beliefs and are subject to a number of factors that could lead to actual results materially different from those described in the forward-looking statements. RailAmerica, Inc. can give no assurance that its expectations will be attained. Accordingly, you should not place undue reliance on any forward-looking statements contained in this presentation. Factors that could have a material adverse effect on our operations and future prospects or that could cause actual results to differ materially from RailAmerica, Inc.'s expectations include, but are not limited to, prolonged capital markets disruption and volatility, general economic conditions and business conditions, our relationships with Class I railroads and other connecting carriers, our ability to obtain railcars and locomotives from other providers on which we are currently dependent, legislative and regulatory developments including rulings by the Surface Transportation Board or the Railroad Retirement Board, strikes or work stoppages by our employees, our transportation of hazardous materials by rail, rising fuel costs, acquisition risks, competitive pressures within the industry, risks related to the geographic markets in which we operate; and other risks detailed in RailAmerica, Inc.'s filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K filed with the Commission on March 26, 2010. In addition, new risks and uncertainties emerge from time to time, and it is not possible for RailAmerica, Inc. to predict or assess the impact of every factor that may cause its actual results to differ from those contained in any forward-looking statements. Such forward-looking statements speak only as of the date of this presentation. RailAmerica, Inc. expressly disclaims any obligation to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in its expectations with regard thereto or change in events, conditions or circumstances on which any statement is based. Forward-Looking Statements

3 Executive Summary John Giles, President and Chief Executive Officer

First Quarter 2010 Overview 4 Strategic Focus Accomplishments Organic Growth Balance Sheet Strength External Growth Revenue increased 14% Carloads up 5% Average freight revenue per car up 8% Non-freight revenue up 14% Operating Income of $18.7 million Operating income before 45G benefit up 15%1 Strong cash flow Cash of $204 million Flexible debt terms Well positioned to pursue investment opportunities Acquisitions Industrial Development ______________________ Note: (1) See page 22 for a reconciliation to GAAP. Reported operating income down 8%.

First Quarter 2010 Revenue 5 Q1 2010 revenue up 14% versus Q1 2009. All elements of revenue increased with the exception of fuel surcharge, which typically lags changes in fuel prices. ($ in millions)

6 First Quarter 2010 Carloads 6 Carloads by Commodity Carloads increased 5% primarily due to growth in Metals, Agriculture Products and Chemicals

Average Freight Revenue Per Carload 7 Change in Average Freight Revenue per Carload (Versus Prior Year Period) Changes in price and mix had a favorable impact on average freight revenue per carload. We continue to see core price increases in the 4% range.

First Quarter 2010 Non-Freight Revenue 8 Non-Freight Revenue ______________________ Note: Numbers may not add or recalculate due to rounding Non-freight revenue grew 14% primarily due to strength in car storage, real estate lease income, car repair and other.

First Quarter Operating Ratio 9 ______________________ Note: (1) See page 22 for a reconciliation to GAAP. GAAP Operating Ratio of 83.4% in Q1 2010 and 79.5% in Q1 2009. (2) Excludes monetization of 45G tax credits. Operating Ratio - before 45G benefit1 improved. Improvement in non-fuel cost items resulted in a 210 basis point favorable impact. Higher fuel expense resulted in a 190 basis point unfavorable impact. 5% increase in carloads handled with 1% more fuel.

Productivity Q1 2009 versus Q1 2010 10 10% Improvement 5% Improvement 16% Improvement 11% Improvement ______________________ Note: (1) Railroad costs, exclude corporate or regional headquarters costs. Excludes casualty & insurance costs and third party switching operations. (2) $'s in local currency to make foreign exchange neutral. (3) KGTM = thousand gross ton miles

Safety Performance 11 RA FRA Reportable Personal Injuries Q1 YTD (1) RA FRA Reportable Train Accidents Q1 YTD (1) ______________________ Note: (1) Includes Canadian railroads. Excludes OVR. FRA = Federal Railroad Administration

2010 Agenda 12 Run safe, efficient railroads Focus on the customer Capitalize on improving economy Continue to improve productivity Pursue external growth and corporate development

13 First Quarter Q1 2010 Financial Review Clyde Preslar, Chief Financial Officer

14 First Quarter 2010 Results Compared to Prior Year 14 First Quarter Results ______________________ Note: Numbers may not add due to rounding NM = not meaningful

15 First Quarter 2010 Selected Items 15 ______________________ Note: (1) Negative impact is shown as brackets ( ). Swap termination and amortization costs tax effected at 40%. (2) Q1 2010 cash taxes paid were $3.5 million. (3) Numbers may not add due to rounding.

16 16 First Quarter 2010 Detailed Results Compared to Prior Year ______________________ Note: (1) See page 23 for a reconciliation to GAAP. Net cash provided by (used in) operating activities of $25.4 million and ($6.4) million for Q1 2010 and Q1 2009, respectively.

17 Capital Expenditures 17 Capital Expenditures ______________________ Note: Numbers may not add due to rounding

Capitalization 18 Capitalization ______________________ Note: Numbers may not add due to rounding

Q2 and FY 2010 Estimates 19 ______________________ Note: (1) Assumes no acquisitions or debt repayment and does not include interest income on cash balances. (2) Assumes legislation is extended for 2010 at current rates & retroactive to 1/1/10.

20

21 Appendix

22 Operating Income and Operating Ratio Before 45G Benefit Reconciliation to GAAP 22

23 Adjusted EBITDA Reconciliation to GAAP 23