Exhibit 99.1 Digital Recorders, Inc. Announces Fourth Quarter and Fiscal Year 2005 Results DALLAS--(BUSINESS WIRE)--xx--Digital Recorders, Inc. (DRI) (Nasdaq:TBUS), a technology leader in transportation, law enforcement, and security digital communications systems, announced today that its sales decreased 10 percent for the fourth quarter and 5 percent for the fiscal year 2005 compared to the same periods for the previous year. "DRI's 2005 sales primarily reflect the sluggish domestic market. As we have previously reported, past delays in the reauthorization of U.S. federal funding legislation led to market uncertainty -- particularly in 2005. International markets are on an uptrend and those operations collectively recorded an 8 percent increase in revenue. Industry expectation is that the U.S. transit market should recover in the last half of fiscal year 2006. Indeed, we do see indications that such may be materializing. Our bottom line performance was substantially reflective of the U.S. market weakness. The fact that we incurred the expense of continued investment in markets, organization, and products, positioning the Company to capture the benefit of the expected upturn in the domestic market, also should be noted. Additionally, as we moved between generations of changing technology, we saw a need to recognize that some inventory should be reduced to its realizable value. Finally, the weak U.S. market caused enough problems for two of our customers to create a bad-debt consequence for DRI. We believe that our profit improvement initiatives are starting to produce favorable results. I am very unhappy about our 2005 results, but it is now behind us. We are focusing on continuing and accelerating our improvements in 2006," David L. Turney, the Company's Chairman, Chief Executive Officer, and President, said. The Company filed its Form 10-K for period ended Dec. 31, 2005 with the Securities and Exchange Commission earlier today. FOURTH QUARTER 2005 RESULTS For the quarter ended Dec. 31, 2005, revenues decreased to $11.2 million and the net loss to common shareholders increased to $2.3 million, or $0.24 per share. This compares to revenues of $12.4 million and a net loss to common shareholders of $2.8 million, or $0.40 per share, for the same period in 2004. These amounts are after preferred stock dividends of $67 thousand in fourth quarter 2005 and $53 thousand in fourth quarter 2004. The fourth quarter 2005 loss included $956 thousand related to inventory reserves and $34 thousand related to bad debt, as compared to $1.4 million related to inventory reserves and $37 thousand in bad debt during the same period in 2004. Weighted-average shares outstanding for fourth quarter 2005 were 9.7 million, compared to 9.5 million a year ago. FISCAL YEAR 2005 RESULTS For the 12 months ended Dec. 31, 2005, revenues were $45.3 million, compared to $47.8 million posted in 2004. The 2005 net loss to common shareholders was $6.5 million, or $0.67 per share. This compares to a net loss of $3.5 million, or $0.49 per share, for the same period in 2004. Included in the loss is $1.4 million related to inventory valuation and $265 thousand related to bad debt. These amounts are after preferred stock dividends of $203 thousand in 2005 and $284 thousand in 2004. Weighted-average shares outstanding for the year ending Dec. 31, 2005, were 9.7 million compared to 7.1 million a year ago, an increase of 35.3 percent resulting primarily from previously announced equity placements. As of Dec. 31, 2005, the Company had $4.0 million in working capital and $17.6 million in shareholders' equity. This compares to $7.9 million in working capital and $23.6 million in shareholders' equity as of Dec. 31, 2004. FIRST QUARTER 2006 FORECAST "We anticipate comparable year-over-year revenues in first quarter 2006 as we continue to improve our U.S. operations and we are making progress in our cost reduction efforts as we improve toward profitability. The U.S. market upturn that we believe to be underway should become more evident in terms of our revenue in the last half of the year," Mr. Turney said. SHAREHOLDERS' CONFERENCE CALL The Company's senior management will discuss fourth quarter and fiscal year 2005 financial results, as well as the first quarter 2006 outlook, during an investors' conference call on Wednesday, April 19, 2006, at 11 a.m. (Eastern). To participate in the call, dial one of the following telephone numbers at least five minutes prior to the start time: Domestic, (866) 406-5408; or International, (973) 582-2822. For the convenience of investors, telephone replay will be available through Friday, April 21, 2006, via the following telephone numbers: Domestic, (877) 519-4471 (Code No. 7293397); or International, (973) 341-3080 (Code No. 7293397). To participate via webcast, go to http://viavid.net/detailpage.aspx?sid=00002FDA. For the convenience of investors, the webcast will be archived until Monday, May 15, 2006. MARK YOUR CALENDAR -- On or about Monday, May 15, 2006, the Company expects to: (1) file its Form 10-Q for first quarter 2006 with the SEC; and (2) distribute additional comments, including income statement and balance sheet data, in a separate news release. -- The DRI Annual Meeting of Shareholders will take place Wednesday, May 24, 2006, at the Hilton Raleigh-Durham Airport at Research Triangle Park, located at 4810 Old Page Road in Research Triangle Park, N.C. Registration and continental breakfast will begin at 9:30 a.m. (Eastern) and the business meeting will begin at 10 a.m. (Eastern). Shareholders of record at the close of business on Tuesday, April 4, 2006, are entitled to receive notice of, and to vote at, the Annual Meeting and any adjournment thereof. ABOUT THE COMPANY Digital Recorders, Inc. is a technology leader in transportation, law enforcement, and security digital communications systems using proprietary hardware and software applications. Our products improve the flow and mobility of people through transportation infrastructure, mitigate security threats, and enhance law enforcement agencies' surveillance capabilities. Our transportation communications products - -- TwinVision(R) and Mobitec(R) electronic destination sign systems, Talking Bus(R) voice announcement systems, Digital Recorders(R) Internet-based passenger information and automatic vehicle location/monitoring systems, and VacTell(TM) video actionable intelligence systems -- enhance public transportation and mitigate security threats worldwide. Our electronic surveillance tools, including microphone amplifiers and processors, countermeasures devices, speech activity detectors, and noise cancellation equipment, help law-enforcement agencies around the globe arrest and prosecute criminals. For more information about DRI and its operations worldwide, go to www.digrec.com. FORWARD-LOOKING STATEMENTS This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. In particular, statements concerning future trends in the markets, both domestic and foreign, the magnitude and timing of an expected recovery in the industry, expected results from profit improvement initiatives, as well as any statement, express or implied, concerning future events or expectations is a forward-looking statement. Use of words such as "expect," "fully expect," "expected," "appears," "believe," "plan," "anticipate," "would," "goal," "potential," "potentially," "range," "pursuit," "run rate," "stronger," "preliminarily," etc., is intended to identify forward-looking statements that are subject to risks and uncertainties, including risks and uncertainties that we may incorrectly interpret current indicators as trends, the risk that we might incorrectly estimate the magnitude or timing of a recovery in the industry, if any, the risks that profit improvement initiatives may not prove beneficial or beneficial to the extent expected, the risk that recent results may not reflect positive future developments, as well as other risks and uncertainties set forth in our Annual Report on 10-K filed on April 17, 2006, particularly those identified in Risk Factors Affecting Our Business. There can be no assurance that any expectation, express or implied, in a forward-looking statement will prove correct or that the contemplated event or result will occur as anticipated. DIGITAL RECORDERS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands, except shares and per share amounts) December 31, 2005 2004 -------- -------- ASSETS Current Assets Cash and cash equivalents $807 $841 Trade accounts receivable, net 8,425 10,208 Other receivables 211 259 Inventories 8,212 9,187 Prepaids and other current assets 946 381 -------- -------- Total current assets 18,601 20,876 -------- -------- Property and equipment, net 3,741 3,562 Goodwill, net 9,762 11,636 Intangible assets, net 1,069 1,490 Deferred tax assets, net 231 148 Other assets 144 329 -------- -------- Total assets $33,548 $38,041 ========== ======== LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities Lines of credit $5,000 $3,717 Current portion of long-term debt 1,177 2,394 Accounts payable 5,537 4,525 Accrued expenses 2,854 2,241 Preferred stock dividends payable 72 52 -------- -------- Total current liabilities 14,640 12,929 -------- -------- Long-term debt and capital leases, less current portion 68 653 -------- -------- Deferred tax liabilities 382 377 -------- -------- Minority interest in consolidated subsidiary 892 441 -------- -------- Commitments and contingencies -- -- Shareholders' Equity Series E Redeemable, Nonvoting, Convertible Preferred Stock, $.10 par value, liquidation preference of $5,000 per share; 500 shares authorized; 207 shares issued and outstanding at December 31, 2005 and December 31, 2004, respectively. 615 615 Series G Redeemable, Convertible Preferred Stock, $.10 par value, liquidation preference of $5,000 per share; 600 shares authorized; 343 and 0 shares issued and outstanding at December 31, 2005 and December 31, 2004, respectively; redeemable at the discretion of the Company after five years. 1,434 -- Series H Redeemable, Convertible Preferred Stock, $.10 par value, liquidation preference of $5,000 per share; 600 shares authorized; 50 and 0 shares issued and outstanding at December 31, 2005, and December 31, 2004, respectively; redeemable at the discretion of the Company after five years. 202 -- Series AAA Redeemable, Nonvoting, Convertible Preferred Stock, $.10 par value, liquidation preference of $5,000 per share; 20,000 shares authorized; 178 and 246 shares issued and outstanding at December 31, 2005 and December 31, 2004, respectively; redeemable at the discretion of the Company. 890 1,230 Common stock, $.10 par value, 25,000,000 shares authorized; 9,733,515 and 9,599,036 shares issued and outstanding at December 31, 2005 and December 31, 2004, respectively. 973 960 Additional paid-in capital 30,446 29,815 Accumulated other comprehensive income -- foreign currency translation 1,526 3,617 Accumulated deficit (18,520) (12,596) -------- -------- Total shareholders' equity 17,566 23,641 -------- -------- Total liabilities and shareholders' equity $33,548 $38,041 ========== ======== DIGITAL RECORDERS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except share and per share amounts) Year Ended December 31, 2005 2004 2003 ---------- ---------- ---------- Net sales $45,345 $47,773 $44,026 Cost of sales 30,003 29,827 27,150 ---------- ---------- ---------- Gross profit 15,342 17,946 16,876 ---------- ---------- ---------- Operating expenses Selling, general and administrative 18,537 17,472 15,239 Research and development 1,637 1,916 2,057 ---------- ---------- ---------- Total operating expenses 20,174 19,388 17,296 ---------- ---------- ---------- Operating loss (4,832) (1,442) (420) ---------- ---------- ---------- Other income 317 178 105 Foreign currency gain (loss) (301) 55 322 Interest expense (481) (908) (1,107) ---------- ---------- ---------- Total other income and interest expense (465) (675) (680) ---------- ---------- ---------- Loss before income tax expense (5,297) (2,117) (1,100) Income tax expense (176) (973) (110) ---------- ---------- ---------- Loss before minority interest in income of consolidated subsidiary (5,473) (3,090) (1,210) Minority interest in income of consolidated subsidiary (451) (102) (93) ---------- ---------- ---------- Net loss (5,924) (3,192) (1,303) Provision for preferred stock dividends (203) (284) (227) Amortization for discount on preferred stock (323) -- (703) ---------- ---------- ---------- Net loss applicable to common shareholders $(6,450) $(3,476) $(2,233) =========== =========== =========== Net loss per share applicable to common shareholders Basic and diluted $(0.67) $(0.49) $(0.58) =========== =========== =========== Weighted average number of common shares and common share equivalent outstanding Basic and diluted 9,675,580 7,149,544 3,873,133 ========== ========== ========== CONTACT: Veronica B. Marks Manager, Corporate Communications Digital Recorders, Inc. Phone: (214) 378-4776 Fax: (214) 378-8437 E-Mail: veronicam@digrec.com