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) November 11, 2009

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 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

     On November 11, 2009, RailAmerica, Inc. (the “Company”) issued a press release announcing the Company’s results of operations for the third quarter ended September 30, 2009. The Company will hold a conference call on November 12, 2009, at 8:30am EST 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 November 11, 2009, issued by the Company announcing its third quarter 2009 operating results.
	99.2	Presentation to be given on November 12, 2009, as part of the third quarter 2009 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: November 11, 2009	By:	/s/ B. Clyde Preslar
		Name:	B. Clyde Preslar
		Title:	Senior Vice President and Chief Financial Officer (Principal Financial Officer)

3

Exhibit Index

Exhibit No.		Description
	99.1	Press Release, dated November 11, 2009, issued by the Company announcing its third quarter 2009 operating results.
	99.2	Presentation to be given on November 12, 2009, as part of the third quarter 2009 earnings conference call.

4

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

RailAmerica, Inc. Reports Results for the Third Quarter of 2009

Third Quarter Highlights

• Operating income of $25.6 million and an operating ratio of 76.7%

• Adjusted EBITDA¹ of $37.6 million and net cash provided by operating activities of $48.5 million

• Completed initial public offering in October

JACKSONVILLE, FL, November 11, 2009 — RailAmerica, Inc. (NYSE: RA) today reported third quarter 2009 earnings from continuing operations of $3.5 million or $0.08 per diluted share, compared to $2.0 million or $0.05 per diluted share, for the third quarter of 2008. Net income, which includes discontinued operations, for the third quarter of 2009 was $3.5 million, compared to $2.9 million for the third quarter of 2008. Net income for the third quarter of 2009 includes a tax benefit of $5.4 million.

John Giles, RailAmerica’s President and Chief Executive Officer, said “In the third quarter, we posted solid financial results generating Adjusted EBITDA of $37.6 million, down 4% compared to the record third quarter of 2008 and up 7% compared to the second quarter of 2009. Also, for the third quarter our operating ratio improved to 76.7% compared to 81.5% in the third quarter of 2008 as we continued to strengthen operating efficiencies. With the completion of the initial public offering in October, we have a strong balance sheet with approximately $130 million of cash² and are well positioned to make strategic investments that will complement the opportunities we have to grow organically through freight and non-freight revenue growth and further productivity gains.”

Third quarter 2009 revenue decreased $23.3 million, or 17%, to $110.1 million from $133.4 million in the third quarter of 2008. Freight revenue declined $27.9 million, or 24%, primarily due a 23% decline in carloads. Non-freight revenue increased $4.6 million, or 26%, to $22.1 million from $17.5 million in the third quarter of 2008.

Third quarter 2009 operating income increased 4% to $25.6 million from $24.7 million in the third quarter of 2008 as lower operating expenses more than offset lower revenue. Lower fuel expense, reduced maintenance expense as a result of a Track Maintenance Agreement executed in 2009, and productivity improvements drove the operating expense decrease. Third quarter 2008 results include a $1.7 million impairment charge, $0.4 million gain on sale and $2.9 million in expenses for headquarters relocation compared to third quarter 2009 results, which include $0.2 million gain on sale and $0.4 million in expenses for headquarters relocation.

1	See schedule at the end of press release for a reconciliation of non-GAAP financial measures
2	Pro forma to give effect to the initial public offering and repayment of 10% of senior notes

1

Third quarter 2009 net cash provided by operating activities increased $10.5 million, or 28%, to $48.5 million from $38.0 million in the third quarter of 2008. Second quarter 2009 cash used by operating activities was $37.0 million, primarily due to a $55.8 million cash payment made for the termination of the interest rate swap in conjunction with the repayment of the bridge credit facility.

As previously announced, RailAmerica, Inc. will present its third quarter earnings on Thursday, November 12, 2009 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 38929092. 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 November 26, 2009 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 38929092.

RailAmerica, Inc. is the largest owner and operator of short line and regional freight railroads in North America, measured in terms of total track-miles, operating a portfolio of 40 individual railroads with approximately 7,500 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,” “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 prospectus filed with the Commission on October 13, 2009. 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.

###

INVESTOR CONTACT
Ira Berger
Office: 904.538.6332

MEDIA CONTACT
Karen Burdette
Office: 904.645.6200
Cell: 904.210.3559

2

RAILAMERICA, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

	For the Three Months Ended						For the Nine Months Ended
	September 30,						September 30,
	2009			2008			2009			2008
	(In thousands,
	except per share data)
Operating revenue	$	110,137		$	133,400		$	316,620		$	388,640
Operating expenses:
Transportation		47,524			70,364			138,974			214,728
Selling, general and administrative		26,799			27,085			74,943			77,190
Net loss (gain) on sale of assets		(159	)		(434	)		855			(532	)
Impairment of assets		—			1,731			—			1,731
Depreciation and amortization		10,365			9,959			30,931			29,558
Total operating expenses		84,529			108,705			245,703			322,675
Operating income		25,608			24,695			70,917			65,965
Interest expense, including amortization costs (including amortization of swap termination costs of $9,054, $0, $10,026 and $0, respectively)		(27,507	)		(17,288	)		(62,770	)		(41,622	)
Other income (loss)		24			(2,170	)		(1,396	)		(3,510	)
Income (loss) from continuing operations before income taxes		(1,875	)		5,237			6,751			20,833
Provision for (benefit from) income taxes		(5,378	)		3,203			(3,028	)		13,728
Income from continuing operations		3,503			2,034			9,779			7,105
Discontinued operations:
Gain (loss) on disposal of discontinued business (net of income taxes (benefit) of $(11), $60, $311, and $213, respectively)		(20	)		842			12,931			545
Net income	$	3,483		$	2,876		$	22,710		$	7,650
Dividends declared and paid per common share	$	—		$	—		$	0.46		$	—
Basic earnings (loss) per common share:
Continuing operations	$	0.08		$	0.05		$	0.23		$	0.16
Discontinued operations		0.00			0.02			0.30			0.02
Net Income	$	0.08		$	0.07		$	0.53		$	0.18
Diluted earnings (loss) per common share:
Continuing operations	$	0.08		$	0.05		$	0.23		$	0.16
Discontinued operations		0.00			0.02			0.30			0.02
Net Income	$	0.08		$	0.07		$	0.53		$	0.18
Weighted Average common shares outstanding:
Basic		43,721			43,565			43,688			43,413
Diluted		43,721			43,565			43,688			43,413

3

RAILAMERICA, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(Unaudited)

	September 30,			December 31,
	2009			2008
	(In thousands, except share data)
ASSETS
Current assets:
Cash and cash equivalents	$	62,208		$	26,951
Accounts and notes receivable, net of allowance of $4,301 and $3,338, respectively		75,473			76,384
Other current assets		17,713			18,480
Current deferred tax assets		5,854			5,854
Total current assets		161,248			127,669
Property, plant and equipment, net		956,554			953,604
Intangible assets		176,353			172,859
Goodwill		200,635			199,754
Other assets		22,105			16,561
Total assets	$	1,516,895		$	1,470,447
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current maturities of long-term debt	$	695		$	899
Accounts payable		56,219			56,058
Accrued expenses		49,541			51,349
Total current liabilities		106,455			108,306
Long-term debt, less current maturities		3,208			628,681
Senior secured notes		710,550			—
Deferred income taxes		157,993			144,748
Other liabilities		33,133			117,192
Total liabilities		1,011,339			998,927
Commitments and contingencies
Stockholders’ equity:
Common stock, $0.01 par value, 46,800,000 shares authorized; 43,720,263 shares issued and outstanding at September 30, 2009; and 43,531,272 shares issued and outstanding at December 31, 2008		437			435
Additional paid in capital and other		470,510			470,578
Retained earnings		53,254			50,029
Accumulated other comprehensive loss		(18,645	)		(49,522	)
Total stockholders’ equity		505,556			471,520
Total liabilities and stockholders’ equity	$	1,516,895		$	1,470,447

4

RAILAMERICA, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

	For the Nine Months Ended
	September 30,
	2009			2008
	(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	22,710		$	7,650
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization, including amortization of debt issuance costs classified in interest expense		39,858			35,108
Amortization of swap termination costs		10,026			—
Net (gain) loss on sale or disposal of properties		(12,448	)		868
Foreign exchange (gain) loss on debt		(1,160	)		2,762
Swap termination costs		(55,750	)		—
Write-off of deferred financing costs		2,593			—
Equity compensation costs		3,146			2,418
Deferred income taxes		(5,340	)		13,515
Changes in operating assets and liabilities, net of acquisitions and dispositions:
Accounts receivable		1,906			10,378
Other current assets		1,315			2,017
Accounts payable		(544	)		(3,801	)
Accrued expenses		(1,841	)		4,904
Other assets and liabilities		657			898
Net cash provided by operating activities		5,128			76,717
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, plant and equipment		(34,451	)		(47,546	)
Proceeds from sale of assets		20,071			14,427
Deferred acquisition/disposition costs and other		(355	)		—
Net cash used in investing activities		(14,735	)		(33,119	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of long-term debt		709,830			—
Principal payments on long-term debt		(625,677	)		(6,877	)
Dividends paid to common stockholders		(19,485	)		—
Sale of common stock		—			635
Deferred financing costs paid		(20,018	)		(16,657	)
Net cash provided by (used in) financing activities		44,650			(22,899	)
Effect of exchange rates on cash		214			(301	)
Net (decrease) increase in cash		35,257			20,398
Cash, beginning of period		26,951			15,387
Cash, end of period	$	62,208		$	35,785

5

RAILAMERICA, INC. AND SUBSIDIARIES

SELECTED FINANCIAL INFORMATION
(amounts in thousands)
(unaudited)

	Three Months Ended September 30,
	2009					2008
Operating revenue	$	110,137		100.0	%	$	133,400		100.0	%
Operating expenses:
Labor and benefits		35,755		32.4	%		37,114		27.8	%
Equipment rents		8,900		8.1	%		10,423		7.8	%
Purchased services		7,534		6.8	%		10,751		8.1	%
Diesel fuel		8,373		7.6	%		18,692		14.0	%
Casualties and insurance		4,593		4.2	%		5,262		3.9	%
Materials		2,977		2.7	%		2,727		2.0	%
Joint facilities		2,497		2.3	%		3,291		2.5	%
Other expenses		3,694		3.3	%		9,189		6.9	%
Net gain on sale of assets		(159	)	(0.1	)%		(434	)	(0.3	)%
Impairment of assets		—		0.0	%		1,731		1.3	%
Depreciation and amortization		10,365		9.4	%		9,959		7.5	%
Total operating expenses		84,529		76.7	%		108,705		81.5	%
Operating income	$	25,608		23.3	%	$	24,695		18.5	%

	Nine Months Ended September 30,
	2009				2008
Operating revenue	$	316,620	100.0	%	$	388,640		100.0	%
Operating expenses:
Labor and benefits		101,216	32.0	%		110,720		28.5	%
Equipment rents		27,327	8.6	%		34,011		8.7	%
Purchased services		23,417	7.4	%		28,914		7.4	%
Diesel fuel		23,285	7.3	%		58,274		15.0	%
Casualties and insurance		13,965	4.4	%		15,099		3.9	%
Materials		8,138	2.6	%		7,683		2.0	%
Joint facilities		4,822	1.5	%		9,963		2.6	%
Other expenses		11,747	3.7	%		27,254		7.0	%
Net loss (gain) on sale of assets		855	0.3	%		(532	)	(0.1	)%
Impairment of assets		—	0.0	%		1,731		0.4	%
Depreciation and amortization		30,931	9.8	%		29,558		7.6	%
Total operating expenses		245,703	77.6	%		322,675		83.0	%
Operating income	$	70,917	22.4	%	$	65,965		17.0	%

6

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
	September 30, 2009						September 30, 2008
					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	$	15,370		31,405	$	489	$	17,378		37,081	$	469
Chemicals		12,112		20,946		578		15,388		26,456		582
Coal		9,381		46,806		200		9,516		44,110		216
Non-Metallic Minerals and Products		8,562		20,081		426		10,020		24,339		412
Pulp, Paper and Allied Products		8,162		16,267		502		11,679		20,917		558
Forest Products		6,748		12,078		559		10,933		18,431		593
Food or Kindred Products		6,061		13,042		465		7,464		14,013		533
Metallic Ores and Metals		6,049		10,382		583		12,542		24,439		513
Waste and Scrap Materials		5,468		14,350		381		7,191		21,609		333
Petroleum		4,648		9,909		469		5,180		10,541		491
Other		3,957		8,958		442		7,373		24,648		299
Motor Vehicles		1,483		4,047		366		1,194		3,925		304
Total	$	88,001		208,271	$	423	$	115,858		270,509	$	428

	Nine Months Ended						Nine Months Ended
	September 30, 2009						September 30, 2008
					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	$	39,916		88,484	$	451	$	46,337		109,069	$	425
Chemicals		35,135		60,977		576		46,927		83,365		563
Coal		28,339		136,341		208		29,229		136,530		214
Non-Metallic Minerals and Products		24,620		58,870		418		29,987		74,151		404
Pulp, Paper and Allied Products		24,105		47,177		511		31,877		61,076		522
Forest Products		20,559		36,004		571		30,922		56,468		548
Food or Kindred Products		19,219		39,196		490		19,905		40,763		488
Metallic Ores and Metals		16,854		29,919		563		41,656		77,346		539
Other		15,527		43,179		360		22,188		75,672		293
Waste and Scrap Materials		14,791		39,762		372		22,245		63,281		352
Petroleum		14,388		31,260		460		15,305		33,372		459
Motor Vehicles		4,154		11,405		364		4,416		16,105		274
Total	$	257,607		622,574	$	414	$	340,994		827,198	$	412

7

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO GAAP MEASURES

     Adjusted EBITDA, is a supplemental measure of liquidity that is 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, Adjusted EBITDA has limitations as an analytical tool. It is not a measurement of our cash flows from operating activities under GAAP and should not be considered as an alternative to cash flow from operating activities as a measure of liquidity.

     Adjusted EBITDA assists us in monitoring our ability to undertake key investing and financing functions such as making investments, transferring property, paying dividends, and incurring additional indebtedness, which are generally prohibited by the covenants under our senior secured notes unless we met certain financial ratios and tests. Adjusted EBITDA represents EBITDA before impairment of assets, equity compensation costs, gain (loss) on foreign currency exchange and non-recurring headquarter relocation costs. EBITDA, also a non-GAAP financial measure, is defined as net income (loss) before interest expense, provision for (benefit from) income taxes and depreciation and amortization.

     The following tables set forth the reconciliation of Adjusted EBITDA from our cash flow from operating activities (in thousands):

										Nine months ended
	Q1 2009			Q2 2009			Q3 2009			September 30, 2009
Cash flows from operating activities to Adjusted EBITDA Reconciliation:
Net cash provided by (used in) operating activities	$	(6,335	)	$	(37,023	)	$	48,486		$	5,128
Changes in working capital accounts		25,308			2,430			(29,231	)		(1,493	)
Depreciation and amortization, including amortization of debt issuance costs classified in interest expense		(15,432	)		(12,718	)		(11,708	)		(39,858	)
Amortization of swap termination costs		—			(972	)		(9,054	)		(10,026	)
Net gain (loss) on sale or disposal of properties		728			11,530			190			12,448
Foreign exchange gain (loss) on debt		(1,164	)		2,324			—			1,160
Swap termination costs		—			55,750			—			55,750
Write-off of deferred financing costs		—			(2,593	)		—			(2,593	)
Equity compensation costs		(790	)		(1,152	)		(1,204	)		(3,146	)
Deferred income taxes		(1,322	)		658			6,004			5,340
Net income		993			18,234			3,483			22,710
Add: Discontinued operations (gain) loss		(184	)		(12,767	)		20			(12,931	)
Income from continuing operations		809			5,467			3,503			9,779
Add:
Provision for (benefit from) income taxes		1,232			1,118			(5,378	)		(3,028	)
Interest expense, including amortization costs		18,590			16,673			27,507			62,770
Depreciation and amortization		10,319			10,247			10,365			30,931
EBITDA		30,950			33,505			35,997			100,452
Add:
Equity compensation costs		790			1,152			1,204			3,146
Foreign exchange (gain) loss on debt		1,164			(2,324	)		—			(1,160	)
Write-off of deferred financing costs		—			2,593			—			2,593
Non-recurring headquarter relocation costs		509			127			408			1,044
Adjusted EBITDA	$	33,413		$	35,053		$	37,609		$	106,075

8

										Nine months ended
	Q1 2008			Q2 2008			Q3 2008			September 30, 2008
Cash flows from operating activities to Adjusted EBITDA Reconciliation:
Net cash provided by operating activities	$	8,186		$	30,568		$	37,963		$	76,717
Changes in working capital accounts		8,602			(7,134	)		(15,864	)		(14,396	)
Depreciation and amortization, including amortization of debt issuance costs classified in interest expense		(10,506	)		(11,182	)		(13,420	)		(35,108	)
Net gain (loss) on sale or disposal of properties		(209	)		(144	)		(515	)		(868	)
Foreign exchange gain (loss) on debt		(1,735	)		395			(1,422	)		(2,762	)
Equity compensation costs		(1,043	)		(652	)		(723	)		(2,418	)
Deferred income taxes		(5,113	)		(5,259	)		(3,143	)		(13,515	)
Net income		(1,818	)		6,592			2,876			7,650
Add: Discontinued operations gain		149			148			(842	)		(545	)
Income from continuing operations		(1,669	)		6,740			2,034			7,105
Add:
Provision for (benefit from) income taxes		5,189			5,336			3,203			13,728
Interest expense, including amortization costs		12,143			12,191			17,288			41,622
Depreciation and amortization		9,786			9,813			9,959			29,558
EBITDA		25,449			34,080			32,484			92,013
Add:
Impairment of assets		—			—			1,731			1,731
Equity compensation costs		1,043			652			723			2,418
Foreign exchange (gain) loss on debt		1,735			(395	)		1,422			2,762
Non-recurring headquarter relocation costs		222			1,152			2,864			4,238
Adjusted EBITDA	$	28,449		$	35,489		$	39,224		$	103,162

9

EX-99.2

Exhibit 99.2

RailAmerica, Inc. Third Quarter 2009 Earnings Conference Call November 12, 2009

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," "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 prospectus filed with the Commission on October 13, 2009. 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

Third Quarter 2009 Highlights Adjusted EBITDA (1) of $37.6 million, down 4% from record Q3 2008 Adjusted EBITDA (1), but up 7% versus Q2 2009 Operating income of $25.6 million and operating ratio of 76.7% Approximately $130 million in cash (pro forma 9/30/09 for IPO and debt repayment) Net cash provided by (used in) operating activities of $48.5 million, ($37.0 million) and $38.0 million for Q3 2009, Q2 2009, and Q3 2008 respectively 4 Highlights Adjusted EBITDA (1) ($ in millions) ______________________ Note: (1) See pages 21 to 23 for a reconciliation to GAAP.

5 Largest owner and operator of short line and regional freight railroads in North America (measured in terms of total track miles) 40 railroads with ~7,500 track miles and 1,800 customers Railroads range from 13 to 604 track miles in size Overview of RailAmerica Commodity Diversification 2008 Freight Revenue by Commodity (Total: $440mm) (1) ______________________ Note: (1) Does not include $68.4mm of non-freight revenue. Geographical Diversification 40 Railroads in 27 U.S. States and 3 Canadian Provinces Agricultural Products 13.9% Metallic Ores & Metals 11.9% Pulp, Paper & Allied Products 9.5% Non-Metallic Minerals & Products 8.8% Coal 8.5% Other 6.5% Waste & Scrap Materials 6.5% Food / Kindred Products 6.0% Petroleum 4.5% Forest Products 9.1% Chemicals 13.6% Motor Vehicles 1.2%

6 RailAmerica Investment Highlights Profitable Operations Attractive Fundamentals Well Positioned to Grow Highly Experienced Management In spite of flat revenue, achieved significant Adjusted EBITDA growth Attractive margins with minimal cash taxes & predictable capex Significant operating leverage as volumes recover Established, long-term customer base Significant diversity by customer, product and geography Integrated with customer facilities and distribution channels Future growth ^ organic, potential acquisitions, deleveraging Large market opportunity to increase scale through acquisitions Strong capital structure to pursue future growth 26 years of industry experience on average Proven ability to improve operations and increase margins

Third Quarter 2009 Revenue 7 Q3 2009 revenue down 17% versus Q3 2008 Volume decline partially offset by growth in average revenue per carload (excluding fuel surcharge) and non-freight revenue ($ in millions)

8 Third Quarter 2009 Carloads 8 Carloads by Commodity

Average Freight Revenue Per Carload 9 Reported Excl. Fuel Surcharge & Foreign Exchange -0.013 0.041 Change in Average Freight Revenue per Carload (Q3 2009 vs. Q3 2008)

Third Quarter 2009 Non-Freight Revenue 10 Non-Freight Revenue

Third Quarter 2009 Expense Reductions 11 Fuel Expense Lower fuel price and lower consumption Labor Costs Lower headcount Equipment Rents Lower per diem cost from reduced carloads, better equipment utilization, and reduced locomotive and rail car lease costs Purchased Services Better management of contract labor and professional fees Other Expenses (includes joint facilities & other expenses) Decline due to third-party maintenance agreement and lower joint facilities costs from reduced carloads. Down 50% Down 30% Down 15% Down 4% Down 55% Focus Area Q3 2009 vs. Q3 2008 Comment

Continuously Improving Safety Performance 12 RA FRA Reportable Injuries Q3 YTD (1) RA FRA Reportable Train Accidents Q3 YTD (1) ______________________ Note: (1) Includes Canadian railroads.

13 Third Quarter 2009 Financial Review Clyde Preslar, Chief Financial Officer

14 Third Quarter 2009 Results Compared to Prior Year 14 Third Quarter Results

15 Third Quarter EPS and Selected Items 15 ______________________ Note: (1) Negative impact on net income is shown as brackets ( ). (2) Q3 2009 cash taxes paid were $0.3 million or $0.01 per share (diluted). Third Quarter Results Selected Items

16 16 Third Quarter 2009 Detailed Results Compared to Prior Year ______________________ Note: (1) See pages 21 to 23 for a reconciliation to GAAP. Net cash provided by operating activities of $48.5 million and $38.0 million for Q3 2009 and Q3 2008 respectively.

17 Capital Expenditures 17 Capital Expenditures

Capitalization 18 ______________________ Note: (1) Pro Forma to give effect to the IPO and repayment of 10% of Senior Notes. Capitalization

Other Financial Items 19 Estimates (1) ______________________ Note: (1) Assumes no acquisitions and no additional repayment of debt. (2) Does not include interest income on cash balances. (3) Assumes legislation is extended for 2010 at current rates.

20 Appendix

21 Adjusted EBITDA Reconciliation to GAAP 21

22 Adjusted EBITDA Reconciliation to GAAP (Continued) 22

23 Adjusted EBITDA Reconciliation to GAAP (Continued) 23